DEF 14A of CVS HEALTH Corp, Apr 4, 2025

DEF 14A of CVS HEALTH Corp

Filed Apr 4, 2025 · FY20240001308179-25-000386

Open on EDGAR

  1. Director Nominee Expertise, Skills and Experience

    Director Nominee Expertise, Skills and Experience Our director nominees possess expertise, key skills and relevant experience in several different categories identified by the Board as important to effectively oversee the Company’s strategy, risks and management. While many of our nominees have skills and experience in most or all of these important categories, the following graphic identifies the five most relevant categories for each nominee (in addition to Senior Leadership, which all of them possess). See page 11 for an individual skills matrix, along with details as to how these skills and expertise link to the Company’s strategy.

  2. Biographies of our Incumbent Board Nominees

    Biographies of our Incumbent Board Nominees

  3. Biographies of our Incumbent Board Nominees

    | Fernando Aguirre, 67 | | | Independent Director | Director Qualification Highlights | | Former Chairman, President and CEO of Chiquita Brands International, Inc. CVS Health director since: November 2018 | Business Operations Corporate Governance and Sustainability Finance Health Care and Health Services Regulated Industries | | CVS Health Board Committees: Audit (Chair); Management, Planning and Development Other Public Boards: Barry Callebaut AG; Synchrony Financial Education: B.S., Southern Illinois University, Edwardsville | 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 closing of Aetna’s merger transaction with CVS Health in 2018 (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 chair of its nomination and compensation committee, and as a director of Synchrony Financial, a consumer financial services company, and is 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. |

  4. Biographies of our Incumbent Board Nominees

    | Jeffrey R. Balser, M.D., Ph.D., 63 | | | Independent Director | Director Qualification Highlights | | President and Chief Executive Officer of Vanderbilt University Medical Center and Dean of Vanderbilt University School of Medicine CVS Health director since: September 2022 | Finance Health Care and Health Services Regulated Industries Risk Management Technology and Innovation | | CVS Health Board Committees: Health Services and Technology (Chair); Audit; Executive Other Public Boards: None Education: B.S., Tulane University; M.D. and Ph.D., Vanderbilt University | 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 has expanded into health care delivery services. The Board believes that Dr. Balser’s deep health care knowledge and leadership bring great value to his role as the Chair of our Health Services and Technology Committee. |

  5. Biographies of our Incumbent Board Nominees

    | C. David Brown II, 73 | | | Independent Director | Director Qualification Highlights | | Partner and Former Member of the Executive Committee of Nelson Mullins Riley & Scarborough LLP CVS Health director since: March 2007 | Business Development and Corporate Transactions Corporate Governance and Sustainability Health Care and Health Services Public Policy and Government Affairs Risk Management | | CVS Health Board Committees: Management Planning and Development (Chair); Nominating and Corporate Governance Other Public Boards: None Education: B.S.B.A., University of Florida; J.D., University of Florida College of Law | 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. |

  6. Biographies of our Incumbent Board Nominees

    | Alecia A. DeCoudreaux, 70 | | | Independent Director | Director Qualification Highlights | | President Emerita of Mills College at Northeastern University and Former Executive at Eli Lilly and Company CVS Health director since: March 2015 | Corporate Governance and Sustainability Health Care and Health Services Public Policy and Government Affairs Regulated Industries Risk Management | | CVS Health Board Committees: Health Services and Technology; Nominating and Corporate Governance Other Public Board: Parnassus Funds/Parnassus Income Funds Education: B.A., Wellesley College; J.D., Maurer School of Law at Indiana University | 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. In addition, the Board values her experience and perspective on state and federal government relations in the highly regulated health care industry, as well as her focus on community relations given our more than 9,000 retail locations across the U.S. |

  7. Biographies of our Incumbent Board Nominees

    | Roger N. Farah, 72 | | | Non-Independent Director | Director Qualification Highlights | | Executive Chair of the Board of CVS Health Corporation and Former Executive at Tory Burch and Ralph Lauren CVS Health director since: November 2018 | Business Development and Corporate Transactions Business Operations Corporate Governance and Sustainability Finance Risk Management | | CVS Health Board Committee: Executive (Chair) Other Public Board: The Progressive Corporation Education: B.S., University of Pennsylvania | Biographical Information Mr. Farah has been Executive Chair of the Board of CVS Health since October 2024 and previously served as Independent Chair of the Board of CVS Health beginning in 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 insurance company that provides auto, personal residential property, business, general liability and other insurance and related services. 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 Executive Chair of our Board. |

  8. Biographies of our Incumbent Board Nominees

    | Anne M. Finucane, 72 | | | Independent Director | Director Qualification Highlights | | Chair of the Board of Rubicon Carbon and Former Vice Chairman of Bank of America Corporation CVS Health director since: January 2011 | Business Development and Corporate Transactions Corporate Governance and Sustainability Public Policy and Government Affairs Regulated Industries Risk Management | | CVS Health Board Committees: Audit; Management Planning and Development; Executive Other Public Board: Williams Sonoma, Inc. Education: B.A., University of New Hampshire | 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 highly regulated financial services industry, in consumer strategies and marketing given the Company’s consumer focus, and in public policy and government affairs throughout the U.S., provides our Board with valuable insight in those key areas as we execute our strategy. Her distinguished career in banking also makes her a valued member of the Audit and Management Planning and Development Committees. |

  9. Biographies of our Incumbent Board Nominees

    | J. David Joyner, 60 | | | Non-Independent Director | Director Qualification Highlights | | President and Chief Executive Officer of CVS Health Corporation CVS Health director since: October 2024 | Business Development and Corporate Transactions Business Operations Health Care and Health Services Regulated Industries Technology and Innovation | | CVS Health Board Committee: Executive Other Public Boards: None Education: B.S., The Rawls College of Business at Texas Tech University | Biographical Information Mr. Joyner became Chief Executive Officer and President of CVS Health on October 17, 2024. Prior to this appointment, Mr. Joyner had served as the Executive Vice President and President of Pharmacy Services of the Company since January 2023. From September 2020 to January 2023, Mr. Joyner served as an advisor to enterprises in the health care space. Mr. Joyner previously served in various roles at the Company and its predecessors, including as Executive Vice President – Sales and Account Services, CVS Caremark from 2004 through December 2019. Mr. Joyner began his career at Aetna before joining Caremark Prescription Services in 1993. Mr. Joyner also has been a member of the Advisory Council of the Rawls College of Business of Texas Tech University since July 2020. Skills and Qualifications of Particular Relevance to CVS Health Mr. Joyner has 37 years of health care and pharmacy benefit management experience primarily at CVS Health and predecessor organizations, and has also served on the boards of several private equity-backed health care companies. He began his career at Aetna as an employee benefit representative before joining Caremark Prescription Services as a regional sales manager. He then served as executive vice president of sales and account services at CVS Caremark and executive vice president of sales and marketing at CVS Health. His deep understanding of our integrated business will help the Board oversee how CVS Health addresses the challenges our industry faces, more rapidly advance the operational improvements our Company requires, and fully realize the value we can uniquely create. |

  10. Biographies of our Incumbent Board Nominees

    | J. Scott Kirby, 57 | | | Independent Director | Director Qualification Highlights | | Chief Executive Officer and Member of the Board of United Airlines Holdings, Inc. CVS Health director since: October 2023 | Business Development and Corporate Transactions Finance Public Policy and Government Affairs Regulated Industries Technology and Innovation | | CVS Health Board Committees: Health Services and Technology; Nominating and Corporate Governance Other Public Board: United Airlines Holdings, Inc. Education: B.S., U.S. Air Force Academy; M.S., George Washington University | 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 and the Nominating and Corporate Governance Committee. |

  11. Biographies of our Incumbent Board Nominees

    | Michael F. Mahoney, 60 | | | Lead Independent Director (since March 2025) | Director Qualification Highlights | | Chairman, President and CEO of Boston Scientific Corporation CVS Health director since: November 2023 | Business Development and Corporate Transactions Business Operations Finance Health Care and Health Services Technology and Innovation | | CVS Health Board Committees: Management Planning and Development; Nominating and Corporate Governance (Chair); Executive Other Public Board: Boston Scientific Corporation Education: B.B.A., University of Iowa; M.B.A., Wake Forest University | 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 as Chairman, President and Chief Executive Officer of Boston Scientific. 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, which provides the important qualifications to serve as Lead Independent Director, and Chair of the Nominating and Corporate Governance Committee. |

  12. Biographies of our Incumbent Board Nominees

    | Leslie V. Norwalk, 59 | | | Non-Independent Director | Director Qualification Highlights | | Strategic Counsel at Epstein, Becker & Green, P.C. CVS Health director since: November 2024 | Corporate Governance and Sustainability Health Care and Health Services Public Policy and Government Affairs Regulated Industries Risk Management | | CVS Health Board Committee: Health Services and Technology Other Public Boards: Arvinas, Inc., ModivCare Inc., Neurocrine Biosciences, Inc. and Globus Medical, Inc. (plans to step down from one public company board this proxy season) Education: B.A., Wellesley College, J.D., George Mason University | Biographical Information Ms. Norwalk has served as Strategic Counsel to health care companies at Epstein, Becker & Green, P.C., a national law firm, since 2007. She also advises companies through EBG Advisors, a national strategy and management consultancy, and National Health Advisors, an advocacy firm. She serves as an advisor to private equity investors, including three private equity firms, particularly on health care matters. Ms. Norwalk currently sits on the boards of directors of Arvinas, Inc., a biotechnology company, ModivCare Inc., a technology-enabled healthcare services company, Neurocrine Biosciences, Inc., a biopharmaceutical company, Globus Medical, Inc., a medical device company, and several privately held health care entities. She is also a member of APCO Worldwide’s International Advisory Council. Ms. Norwalk formerly sat on the boards of NuVasive, Magellan Health, Centene and Endologix, among others, and is the former Acting Administrator for the U.S. Centers for Medicare & Medicaid Services (“CMS”) under the George W. Bush administration. Skills and Qualifications of Particular Relevance to CVS Health Ms. Norwalk has deep knowledge of, and experience with, the health care industry and related government regulations, as well as corporate governance, health care compliance and risk management, which the Board believes provides important skills to serve on our Board and the Health Services and Technology Committee. Ms. Norwalk appreciates the concern held by some stockholders that she is serving on a number of public company boards. Her intention is to address that concern by reducing the number of public company boards on which she serves during this proxy season. Despite her service on a number of public company boards, the Company believes Ms. Norwalk is able to devote sufficient time and attention to her duties and to fulfill her responsibilities as a director of CVS Health. Ms. Norwalk’s deep knowledge of, and experience with, the health care industry and government regulations, as well as corporate governance and risk management, provide valuable guidance and insight to our Board. |

  13. Biographies of our Incumbent Board Nominees

    | Larry M. Robbins, 55 | | | Independent Director | Director Qualification Highlights | | Founder and Chief Executive Officer of Glenview Capital Management, LLC CVS Health director since: November 2024 | Business Development and Corporate Transactions Corporate Governance and Sustainability Finance Health Care and Health Services Risk Management | | CVS Health Board Committee: Audit Other Public Board: Butterfly Network, Inc. Education: B.S., University of Pennsylvania | Biographical Information Mr. Robbins is the Founder, Portfolio Manager and Chief Executive Officer of Glenview Capital Management, LLC. Prior to founding Glenview in 2000, Mr. Robbins spent six years as an analyst and partner at Omega Advisors on their U.S. equity long/short team. He joined Omega after three years at Gleacher & Company, a merger and acquisition advisory boutique in New York. For 30 years, Mr. Robbins has been a portfolio manager analyzing and advising leading publicly traded companies on financial reporting and controls, capital allocation and capital markets strategy and a broad range of governance, operational, communication and strategic issues. Mr. Robbins has been lead independent director and a member of the board of directors of Butterfly Network, Inc., a medical digital imaging company, since 2021. He is also an active supporter of education reform and serves as chairman of the board of Together Education, and he is a board member of the Relay Graduate School of Education, Robin Hood Foundation and Zearn. Skills and Qualifications of Particular Relevance to CVS Health Mr. Robbins is recognized as a seasoned investor with deep health care industry expertise. His leadership experience and success in advising companies throughout the health care sector and his extensive knowledge of financial accounting make him a valued member of the Board and the Audit Committee. |

  14. Biographies of our Incumbent Board Nominees

    | Guy P. Sansone, 60 | | | Independent Director | Director Qualification Highlights | | Co-Founder, Chairman and Chief Executive Officer of H2 Health CVS Health director since: November 2024 | Business Development and Corporate Transactions Business Operations Finance Health Care and Health Services Technology and Innovation | | CVS Health Board Committee: Audit Other Public Board: Pediatrix Medical Group, Inc. Education: B.S., University at Albany, SUNY | Biographical Information Mr. Sansone has served as the Co-Founder, Chairman and Chief Executive Officer of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions, since February 2020. Prior to that, he served as Managing Director at Alvarez & Marsal in New York, a financial advisory and consulting firm notable for its work in turnaround management and performance improvement of a number of large, high- profile businesses across the globe, where he served as Chairman of the firm’s Healthcare Industry Group, which he founded in 2004. Mr. Sansone is a member of the board of directors of several publicly traded and privately held health care companies, including Pediatrix Medical Group (formerly Mednax), a provider of physician services, Longevity Health Plans, a specialized Medicare Advantage health plan, Carisk Partners, a risk transfer, care coordination company, Ovation Healthcare, a provider of hospital management and advisory services, and ChenMed, an operator of medical centers. He formerly served on the board of directors of public company Magellan Healthcare and served on its audit and compliance committees. Skills and Qualifications of Particular Relevance to CVS Health Over the past 25-plus years, Mr. Sansone has invested in, advised and consulted as an executive to numerous companies, particularly in the health care industry, focusing on developing and evaluating strategic and operating alternatives designed to enhance value. His experience and expertise in the health care industry, as a public company audit committee member and in finance make him an excellent addition to our Board and its Audit Committee. |

  15. Biographies of our Incumbent Board Nominees

    | Douglas H. Shulman, 57 | | | Independent Director | Director Qualification Highlights | | Chairman and Chief Executive Officer of OneMain Holdings, Inc. CVS Health director since: November 2024 | Business Development and Corporate Transactions Finance Public Policy and Government Affairs Regulated Industries Technology and Innovation | | CVS Health Board Committee: Management Planning and Development Other Public Board: OneMain Holdings, Inc. Education: B.A., Williams College, M.P.A., Harvard JFK School of Government, J.D., Georgetown University | Biographical Information Mr. Shulman has served as Chief Executive Officer of OneMain Holdings, Inc., a financial services company that is a leader in offering nonprime customers responsible access to credit, since 2018, and has been Chairman of the Board of OneMain since 2021. Prior to joining OneMain, Mr. Shulman was Senior Executive Vice President, Global Head of Client Service Delivery and was a member of the Executive Committee at BNY Mellon, a global financial services firm. Prior to BNY Mellon, he was a Senior Advisor at McKinsey & Company, and from 2008 to 2012, he served as the Commissioner of the Internal Revenue Service, where he directed a transformation of the agency’s technology, drove customer service metrics to historic levels and led important breakthroughs in addressing international tax evasion. Previously, Mr. Shulman was Vice Chairman and, before that, President of Markets, Services and Information at FINRA and its predecessor company, NASD, when it owned the Nasdaq Stock Market and the American Stock Exchange. Skills and Qualifications of Particular Relevance to CVS Health Mr. Shulman has significant experience managing large, complex organizations at the intersection of financial services, data and technology. The Board believes his background in technology and operations, financial and risk management expertise and regulatory and human capital management experience provide important skills and expertise for our Board and make him an excellent member of the Management Planning and Development Committee. |

  16. Non-Employee Director Compensation

    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 CVS Health 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. Each retainer was paid in two equal installments, in May and November. 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. This also enhances the directors’ ability to meet and continue to comply with our stock ownership guidelines, which are described below.

  17. Non-Employee Director Compensation

    | * Mr. Farah served as Independent Chair until October 2024. |

  18. Non-Employee Director Compensation

    No additional compensation was paid for service on or chairing the Executive Committee or any special committee formed by the Board. There are no meeting fees. A director who is not a non-employee director does not receive the compensation described above, but receives a salary, is eligible to receive incentive plan awards and is reimbursed for expenses incurred in connection with services provided to the Company. In January 2025 the MP&D Committee and its independent compensation consultant, Korn Ferry, reviewed a director compensation study prepared by Korn Ferry and recommended to the Board updated Chair retainers, as well as a retainer for the Lead Independent Director. The Board then approved compensation for non-employee directors for the 2025 – 2026 Board year. The per-director retainer for 2025-2026 will remain $335,000. The Chair retainer for the Audit Committee will be increased from $25,000 to $30,000, and the Chair retainers for HS&T, MP&D and N&CG Committees will be increased from $20,000 to $25,000. The Lead Independent Director will receive an additional retainer of $50,000. All retainers will consist of at least 75% stock-based compensation with the remainder paid in cash or stock, as described above. Ad hoc committees or special 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.

  19. Non-Employee Director Compensation – 2024

    Non-Employee Director Compensation – 2024

  20. Non-Employee Director Compensation – 2024

    | Name | Fees Earned and Paid in Cash(1) ($) | Cash Fees Elected to be Paid in Stock(2) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total(2) ($) | | Fernando Aguirre | 90,016 | 0 | 269,984 | — | 360,000 | | Jeffrey R. Balser, M.D, Ph.D.(3) | 87,097 | 0 | 261,236 | — | 348,333 | | C. David Brown II | 88,799 | 0 | 266,201 | — | 355,000 | | Alecia A. DeCoudreaux | 83,750 | 0 | 251,250 | — | 335,000 | | Nancy-Ann M. DeParle | 88,799 | 0 | 266,201 | — | 355,000 | | Roger N. Farah(4) | — | 76,250 | 228,750 | — | 305,000 | | Anne M. Finucane | 83,750 | 0 | 251,250 | — | 335,000 | | J. Scott Kirby | 27 | 83,750 | 251,223 | — | 335,000 | | Michael F. Mahoney | 83,756 | 0 | 251,244 | — | 335,000 | | Jean-Pierre Millon(5) | 86,279 | 0 | 258,721 | — | 345,000 | | Leslie V. Norwalk(6) | 41,880 | 0 | 125,620 | | 167,500 | | Larry M. Robbins(6) | — | 41,875 | 125,625 | | 167,500 | | Guy P. Sansone(6) | 41,880 | 0 | 125,620 | | 167,500 | | Mary L. Schapiro | — | 83,750 | 251,250 | — | 335,000 | | Douglas H. Shulman(6) | 41,880 | 0 | 125,620 | | 167,500 |

  21. Non-Employee Director Compensation – 2024

    | (1) The amounts shown include cash payments made in lieu of fractional shares to Mmes. DeParle and Norwalk, Dr. Balser and Messrs. Aguirre, Brown, Kirby, Mahoney, Millon, Sansone and Shulman. | | (2) These awards are fully vested at grant and the amounts shown represent both the fair market value and the full fair value at grant. During 2024, each director receiving a 12-month retainer received 4,384 shares of stock with a total value of approximately $251,250 on the date of grant; each director electing to receive the remaining portion of the annual retainer in stock also received 1,461 shares valued at approximately $83,750 on the date of grant. As of December 31, 2024, our directors had deferred balances of shares of Company common stock, including dividends, as follows: Mr. Brown, 81,978 shares; Ms. DeCoudreaux, 34,934 shares; Ms. DeParle, 3,635 shares; Mr. Farah, 36,384 shares; Ms. Finucane, 12,173 shares; Mr. Robbins, 2,933 shares; and Ms. Schapiro, 24,437 shares. | | (3) Dr. Balser received a pro rata Committee Chair retainer in connection with his appointment as HS&T Committee Chair in September 2024. | | (4) Mr. Farah was appointed Executive Chair in October 2024. His director compensation in the table above reflects 50% of his annual Board retainer and Independent Chair retainer received in May 2024. Mr. Farah did not receive any additional compensation for services as a director after his appointment as Executive Chair, and instead received a salary from the Company. In setting an appropriate pay structure for Mr. Farah in his role as Executive Chair, the MP&D Committee, with input from its independent compensation consultant, benchmarked against comparable companies with directors who have similar leadership roles across the marketplace. Following this assessment, Mr. Farah received an equity award of restricted stock units (“RSUs”) in November 2024 and was eligible to receive a bonus based on the achievement of individual and Company goals. In February 2025, however, Mr. Farah informed the MP&D Committee that he would not accept any bonus for 2024 and requested that the Company instead consider contributing additional funds to CVS Health colleagues in need due to natural disasters or other unforeseen emergencies. | | (5) Mr. Millon received 50% of the HS&T Committee Chair retainer in May 2024; he did not receive any Chair retainer in November 2024, as Dr. Balser had been appointed HS&T Committee Chair in September 2024. | | (6) Ms. Norwalk and Messrs. Robbins, Sansone and Shulman joined the Board in November 2024. Their compensation reflects the Board retainer of $167,500 for the portion of the 2024-2025 Board year that they are serving. |

  22. Compensation Discussion and Analysis

    | J. David Joyner President and Chief Executive Officer | 2024 Compensation | | | Current and Prior Roles Mr. Joyner was appointed to his current role as President and CEO on October 17, 2024. He brings more than 37 years of health care and pharmacy benefit management experience to the Company, primarily in roles at CVS Health and predecessor organizations, including Aetna. Most recently, Mr. Joyner led the pharmacy services business at CVS Health, which provides solutions to employers, health plans and government entities and serves approximately 90 million members through Caremark, CVS Specialty and other areas. He began his career at Aetna as an employee benefit representative before joining Caremark as a regional sales manager. He then served in a number of executive positions for Caremark, including as EVP, Sales and Account Services, CVS Caremark following CVS Health’s acquisition of Caremark. | Base Salary $1.5 million as President and CEO ($1,103,495 paid in 2024) Annual Cash Incentive (MIP) $0 (Mr. Joyner informed the MP&D Committee that he would not accept any bonus for 2024 and requested that the Company instead consider contributing additional funds to CVS Health colleagues in need due to natural disasters or other unforeseen emergencies) 2024 Granted Compensation Annual Awards ~$4.5 million grant date fair value granted as 50% PSUs and 50% RSUs as EVP and President of Pharmacy Services One-time Promotional Award ~$12.0 million grant date fair market value, upon his appointment as President and CEO. The one-time equity award was granted as a premium-priced award, consisting of stock options and stock-settled appreciation rights (“SARs”) with an exercise price equal to 120% of the grant date fair market value of CVS Health common stock Beginning in 2025, Mr. Joyner’s total target compensation opportunity (base salary, annual cash incentive and annual equity awards) is expected to have a similar compensation profile as other NEOs in the Company. | |

  23. Compensation Discussion and Analysis

    | Thomas F. Cowhey EVP and Chief Financial Officer | 2024 Compensation | | | Current and Prior Roles Mr. Cowhey was appointed EVP and CFO in January 2024, following his appointment as Interim CFO in October 2023. Prior to this, he served as our Senior Vice President (“SVP”), Capital Markets since joining the Company in February 2022, and his role later expanded to include oversight of a broader set of corporate finance functions. Prior to joining CVS Health, Mr. Cowhey served as EVP and CFO for Surgery Partners, a health care services company, from April 2018 through February 2022. His previous experience includes leadership roles at Aetna, Legacy Partners Group and in the health care and mergers and acquisitions groups at Credit Suisse. | Base Salary $1.0 million ($998,387 paid in 2024) Annual Cash Incentive (MIP) $436,000 (equal to 32.4% funding for the Company, with an individual performance modifier of 90%, based on a target at 150% of salary) 2024 Granted Compensation Annual Awards ~$6.0 million grant date fair value granted as 60% PSUs, 20% RSUs and 20% stock options | |

  24. Compensation Discussion and Analysis

    | Heidi B. Capozzi EVP and Chief People Officer | 2024 Compensation | | | Current and Prior Roles Ms. Capozzi has served as EVP and Chief People Officer since September 2024. She joined CVS Health from McDonald’s Corporation, where she served as EVP and Chief People Officer with responsibility for leading McDonald’s global human resources, talent management, learning and development, total rewards and corporate employee relations operations. Prior to McDonald’s, Ms. Capozzi held senior human resources roles at The Boeing Company, including as SVP and Chief Human Resources Officer. Earlier in her career, she served in roles across the human resources function in various enterprises in the defense and automotive industries. | Base Salary $850,000 ($265,625 paid in 2024) Annual Cash Incentive (MIP) $0 (not eligible for 2024) 2024 Granted Compensation One-time Make-Whole Awards Received the following one-time awards, subject to vesting and repayment provisions (as described in “Agreements with Named Executive Officers”), representing the economic equivalent of the cash and equity related to Ms. Capozzi’s prior employment that she was required to forfeit: • Cash award of $1.5 million (received in 2024, the first of three equal installments over three years) • Equity award of ~$5.0 million in RSUs Beginning in 2025, Ms. Capozzi’s total target compensation opportunity (base salary, annual cash incentive and annual equity awards) is expected to have the same at-risk profile as her peers in the Company | |

  25. Compensation Discussion and Analysis

    | Tilak Mandadi EVP, Ventures and Chief Experience and Technology Officer | 2024 Compensation | | | Current and Prior Roles Mr. Mandadi has served as Chief Experience and Technology Officer since March 2025. Previously, he had served as Chief Digital, Data, Analytics and Technology Officer since July 2022. In 2024, his role expanded to include oversight of CVS Health Ventures, which invests in emerging health care technology and tech-enabled services companies. Before coming to CVS Health, he was Chief Strategy Officer at MGM Resorts International. Prior to MGM, Mr. Mandadi served as EVP of Digital and Chief Technology Officer at The Walt Disney Company. Prior to Disney, he led global transformation, including cards, consumer travel and banking, at American Express. | Base Salary $1.0 million Annual Cash Incentive (MIP) $583,000 (equal to 32.4% funding for the Company, with an individual performance modifier of 120%, based on target at 150% of salary) 2024 Granted Compensation Annual Awards ~$6.5 million grant date fair value granted as 60% PSUs, 20% RSUs and 20% stock options One-time Retention Award ~$3.0 million grant date fair value granted as RSUs | |

  26. Compensation Discussion and Analysis

    | Prem S. Shah EVP and Group President | 2024 Compensation | | | Current and Prior Roles Mr. Shah has served as EVP and Group President of CVS Health since November 2024 and is responsible for operational performance and integrated value creation across CVS Caremark, Pharmacy & Consumer Wellness, and the Company’s Health Care Delivery businesses. Prior to that appointment, he served as EVP and Chief Pharmacy Officer beginning in November 2021, and in September 2023, he became the President, Pharmacy & Consumer Wellness, after previously serving as Co-President of that segment since January 2022. Prior to November 2021, Mr. Shah had 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 SVP of ICORE Healthcare, a Magellan Health Services company. | Base Salary $1.1 million, as Group President ($972,917 paid in 2024) Annual Cash Incentive (MIP) $0 (Mr. Shah informed the MP&D Committee that he would not accept any bonus for 2024 and requested that the Company instead consider contributing additional funds to CVS Health colleagues in need due to natural disasters or other unforeseen emergencies) 2024 Granted Compensation Annual Awards ~$6.0 million grant date fair value granted as 60% PSUs, 20% RSUs and 20% stock options One-time Promotional Award ~$6.0 million grant date fair value of a one-time premium-priced stock option award in connection with his appointment as Group President | |

  27. 2024 Chief Executive Officer Succession – Compensation Considerations and Decisions

    | CEO APPOINTMENT | COMPENSATION ARRANGEMENT | | J. David Joyner Appointed President and CEO on October 17, 2024 | • No special cash bonus in connection with his appointment as President and CEO • Base salary and target annual cash incentive opportunity were increased to more closely align with peers in same role at comparably-sized companies • Annual equity award value was set $3.5 million below Ms. Lynch’s 2024 annual equity award to reflect Mr. Joyner’s relative newness to the role • One-time promotional equity award was granted with a total grant date fair market value of ~$12 million, delivered in the form of a premium-priced award, consisting of stock options to acquire one million shares of CVS Health common stock and stock-settled SARs with respect to 492,537 shares of CVS Health common stock, both of which will vest in three annual installments, with the first installment vesting on November 30, 2025; the options and SARs under this award each have a grant price of $71.82, which equates to 120% of CVS Health’s closing stock price on the date of grant, November 30, 2024 ($59.85) MP&D COMMITTEE CONSIDERATIONS AND DECISIONS • Mr. Joyner has more than 37 years of health care and pharmacy benefit management experience, primarily in roles at CVS Health or predecessor organizations, including Aetna • His appointment was a result of the Board’s ongoing rigorous and thorough succession planning process, and was a catalyst for our leadership team transformation in 2024 • The MP&D Committee sought to align Mr. Joyner’s base salary and annual cash incentive opportunity with peers in the same role at comparably sized companies to provide market-competitive compensation, while also considering that this is Mr. Joyner’s first time serving as a public company CEO • Mr. Joyner was granted a one-time equity award in accordance with his appointment that was determined to be critical to ensure that the right team is in place to lead the Company, creating a link between Mr. Joyner’s pay and CVS Health’s stock price and aligning such pay to stockholder experience • The MP&D Committee elected to make the one-time equity grant in the form of a premium-priced stock option and SAR awards, to more closely align his incentive compensation with our priority of improving the stock price and better create value for our stockholders; the MP&D Committee considered RSUs but determined premium-priced stock options and SARs are better aligned to our objectives of tying equity value solely to stock price appreciation |

  28. Other NEO Updates

    Other NEO Updates During 2024, the Company implemented additional updates across our leadership team that underscore our commitment to delivering on our strategic imperatives and serving our stockholders. The amounts and types of compensation for the NEOs were determined carefully by the MP&D Committee in consultation with its independent compensation consultant. Factors including the NEO’s experience, responsibilities, expertise, compensation at their prior employer (if publicly available or voluntarily disclosed), potential contributions to CVS Health, the compensation received by the new NEO’s predecessor at CVS Health (if applicable), and market compensation for their role within CVS Health’s compensation peer group (as shown in the “CVS Health 2024 Compensation Peer Group” on page 72) were considered when determining each NEO’s compensation package. In each case, the annual pay elements were consistent with the compensation practices of our peer group and the one-time awards were driven by the specific circumstances of the individual hires or appointments to new positions. In connection with these NEO updates, as well as the CEO transition, the MP&D Committee approved the following one-time compensation awards made in 2024, as further described in the executive compensation tables beginning on page 83:

  29. Other NEO Updates

    | NEO UPDATES | MP&D COMMITTEE INDIVIDUAL CONSIDERATIONS AND DECISIONS | | Heidi B. Capozzi Appointed EVP and Chief People Officer on September 9, 2024 | • Ms. Capozzi joined the Company to lead the human resources, labor relations, compensation and benefits, and corporate social responsibility teams who support CVS Health’s strategy to build a world of health around every consumer • Ms. Capozzi brings a depth of experience and a breadth of industry insights to the Company, in particular a proven track record of hiring, building, and growing strong teams and advancing a winning culture • Ms. Capozzi received make-whole awards in the form of cash payments of $1.5 million per year for three years and an RSU award with a grant date value of ~$5 million that vests ratably over four years • The MP&D Committee determined that granting make-whole awards that reflect the economic equivalent of compensation she forfeited in connection with accepting her role with CVS Health was appropriate to support our efforts to attract key talent for this critical role • Ms. Capozzi’s compensation arrangement was approved after reviewing market data provided by the MP&D Committee‘s independent compensation consultant | | Tilak Mandadi Received a one-time retention award, on November 30, 2024 | • The MP&D Committee granted a one-time retention award with a grant date value of ~$3 million to Mr. Mandadi in recognition of the importance of the role our Chief Experience and Technology Officer plays in the execution of our near-term strategic imperatives by advancing our leading digital strategy and investing in emerging technologies to drive simplicity and efficiency while delivering better experiences for the people we serve • Mr. Mandadi’s award took the form of RSUs that vest ratably every three years and have a 1-year post vest holding requirement, which support his retention by awarding time-based equity and aligns Mr. Mandadi’s interests with those of our stockholders | | Prem S. Shah Appointed Group President, a newly created role, on November 6, 2024 | • Mr. Shah’s role has expanded to include responsibility for the operational performance and integrated value creation across our CVS Caremark, CVS Pharmacy and the Health Care Delivery businesses • The MP&D Committee elected to make the one-time equity grant in the form of premium-priced stock options with a grant date value of ~$6 million, with an exercise price of 120% of the closing stock price on the grant date, which will vest in three annual installments, to align incentives with our priority of significantly improving the stock price and creating value for our stockholders • The MP&D Committee determined that granting a one-time award in accordance with his appointment was critical to ensure retention of key talent supporting our strategy and driving business results and long-term stockholder value • Mr. Shah was awarded premium-priced stock options to align his pay to stock price appreciation, which directly benefits our stockholders |

  30. Engagement on Compensation Topics

    | • | Evolving the downward-only Workforce Modifier in the annual MIP to represent Company culture measured through colleague engagement surveys; | | • | Changing our standard long-term incentive program equity mix for ELT members to 60% PSUs, 20% RSUs and 20% stock options (from the prior mix of 75% PSUs and 25% stock options); | | • | Transitioning to a cumulative goal for the Adjusted EPS metric in the long-term incentive program, weighted at 70%, which is measured over the full three-year performance period, as opposed to measuring performance based on the last year of the performance period; |

  31. Engagement on Compensation Topics

    | • | Adding a Strategic Scorecard metric for the PSUs in the long-term incentive program, weighted at 30% and tied to strategic initiatives; and | | • | Reducing the post-vesting holding period for the PSUs in the long-term incentive program from two years to one year. |

  32. We apply leading executive compensation practices

    | | Performance Measures Aligned with Stockholder Interests | | Recoupment Policies and Commitment to Disclose any Recoupment | | | Majority of Total Compensation Opportunity is Performance-Based | | Limited Perquisites and Personal Benefits | | | Long-Term Incentive Awards 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 | | Workforce Modifier Metric in the MIP for Senior Executives |

  33. Executive Compensation 2024 Planning and Review Process

    | • | 2024 annual cash incentive award amounts were decided and approved by the MP&D Committee in February 2025 and reflect both Company performance and individual performance in 2024 against goals that were established in the first quarter of 2024. |

  34. Executive Compensation 2024 Planning and Review Process

    | • | Long-term incentive awards reflect individual performance and the future potential to drive our corporate strategy and growth. Annual long-term incentive awards for NEOs who were in their current role as of April 2024 were granted as PSUs, RSUs and stock options. The performance goals for the 2024 PSUs were approved in March 2024 for the period January 1, 2024 – December 31, 2026. The MP&D Committee will determine the performance results for this cycle in February 2027; if performance criteria are met, PSUs will vest based on continued employment through April 1, 2027, and the net shares, if any, will be subject to a one-year post-vesting holding period. |

  35. 2024 Executive Compensation Program Summary

    | Management Incentive Plan See pages 62-67 for details | The MP&D Committee believes that performance indicators, including profitability, customer experience and employee belonging and engagement should continue to be included in our executive compensation program. To maintain year-over-year consistency, the 2024 MIP metric weightings remained unchanged, and the MP&D Committee continued the use of a downward only Workforce Modifier: • Company Performance: » 80% Financial (MIP Adjusted Operating Income) » 20% Customer Experience (determined based on NPS) • Individual Performance Modifier (0 to 120%) • Workforce Modifier (downward only, by as much as 10%) for senior leaders (Vice Presidents and above) based on the achievement of culture / engagement goals reflecting the results of the colleague engagement survey | | Long-Term Incentive Program See pages 67-69 for details | In 2024, the MP&D Committee followed its normal cycle for setting goals and targets (see page 60) and approved updates to the long-term incentive program effective for 2024 to better align to competitive market practice, attract and retain the best talent and align the program directly to strategic priorities that will support sustainable long-term growth. The MP&D Committee determined that several components of our existing compensation structure were not aligned to the broader market or industry, which could have unintended consequences for CVS Health and our stockholders in terms of attracting and retaining the best possible talent during this critical time in the Company’s strategic journey. These changes, listed below, were informed by input from our independent compensation consultant and feedback following proactive engagement with our stockholders. FINAL DETERMINATION: Updated the standard ELT long-term incentive equity mix to be comprised of 60% PSUs, 20% RSUs and 20% stock options (from the prior mix of 75% PSUs and 25% stock options), maintaining a program that is heavily focused on performance while addressing risk. • Reflected stockholder preference that a majority of long-term incentives be performance-based • Added a modest amount of RSUs to the equity mix to more closely align with market practice (nearly 70% of peers include RSUs in their annual equity mix) and reduce recruiting and retention risks • Reduced use of stock options to more closely align with market practice |

  36. 2024 Executive Compensation Program Summary

    | PSUs: Maintained Adjusted EPS and rTSR modifier and introduced a Strategic Scorecard funding metric and reduced post-vesting holding period from two years to one year. • Adjusted EPS (70% weighting): A three-year cumulative Adjusted EPS for the period of January 1, 2024 through December 31, 2026. The Adjusted EPS metric has a minimum threshold of 80% of target (below which no payout is earned), and a maximum of 120% of target (above which no incremental payout is earned). • Strategic Scorecard (30% total weighting, 10% weighting each), each with independent minimum thresholds, targets and maximum levels. » Strategic Metric 1: Percentage of Medicare members in 4+ Star-rated plans over a three-year period » Strategic Metric 2: Percentage of Commercial members on CVS CostVantage at the end of 2026 » Strategic Metric 3: Percentage of unique customers with 2+ CVS Health offerings at the end of 2026 The total funding is subject to modification based on CVS Health’s TSR relative to the TSR of selected comparator companies (relative TSR or rTSR). The total funding will be modified, on a pro-rated basis, +/-25%, with no upward rTSR modifier applied if CVS Health’s absolute TSR is negative. The maximum PSU payout is 200% of target, after the application of the rTSR modifier. |

  37. Incentive Design, Payout, and Goal-Setting Process and Timeline

    Incentive Design, Payout, and Goal-Setting Process and Timeline For the annual and long-term incentive programs, the MP&D Committee oversees a rigorous and comprehensive goal-setting process. Below are highlights of the MP&D Committee’s review and decision-making process for 2024 executive compensation and incentive program target setting. The MP&D Committee structures the timing and process for determining individual NEO compensation so that compensation is appropriately aligned with the financial performance of the Company. On an ongoing basis, the MP&D Committee continues to review our compensation philosophy and objectives considering Company strategy, goals, performance, stockholder feedback and external benchmarking, monitors compensation in comparison to actual and relative performance and ensures compliance with management equity ownership requirements.

  38. Incentive Design, Payout, and Goal-Setting Process and Timeline

    | 1 | Set Targets | | | | | January – March 2024 | | | | | • | Approved the following: | | | | | » | Individual incentive award target levels for the 2024 MIP and 2025 long-term incentive awards. | | | | » | Financial metrics and targets for the 2024 MIP and the 2024 PSUs (2024-2026 performance period). | | | • | Reviewed rTSR peer group for 2024 PSUs with our independent compensation consultant. | | | | • | Reviewed overall compensation structure. | |

  39. Incentive Design, Payout, and Goal-Setting Process and Timeline

    | 2 | Monitor Plan Design and Key Metrics | | | | September 2024 | | | | • | Reviewed the compensation peer group with our independent compensation consultant and determined we will continue to use one diversified peer group for executive compensation purposes in 2025. | | | • | Discussed MIP and PSU metrics for 2025 and provided feedback to management. | | | November 2024 – March 2025 | | | | • | Continued discussion of 2025 incentive plan metrics. | | | • | Reviewed total executive compensation market data with our independent compensation consultant. | | | • | Reviewed preliminary payouts for the 2022 PSUs based on performance for the 2022-2024 performance period. | | | • | Reviewed preliminary payouts for the 2024 MIP based on 2024 performance. | | | • | Performed annual risk assessment of executive compensation programs. | | | • | Reviewed stockholder feedback on our executive compensation program, including recent changes that were in effect for 2024. |

  40. Incentive Design, Payout, and Goal-Setting Process and Timeline

    | 3 | Review Performance & Approve Compensation | | | | January – March 2025 | | | | • | Reviewed year end performance and pay-for-performance alignment for the prior year, as well as independent directors’ assessment of individual contributions and performance (with respect to each NEO) and CEO recommendations (with respect to each NEO other than the CEO). | | | • | Certified 2022 PSU payouts for the completed 2022-2024 performance period. | | | • | Certified MIP payouts for the completed 2024 fiscal year and approved individual awards. | | | • | Reviewed rTSR peer groups for 2025 PSUs with our independent compensation consultant. | | | • | Reviewed base salary and individual incentive award target levels for the 2025 MIP and 2026 long-term incentive awards targets and approved actual 2025 annual equity grants. | | | • | Approved financial metrics and targets for the 2025 MIP and 2025 PSUs (2025-2027 performance period). | | | • | Approved long-term incentive compensation program changes for 2025 taking stockholder feedback into consideration. |

  41. 2024 Annual Executive Compensation Program Structure

    | | Performance-based or performance-aligned (~91%) | | | | | | | Near-Term | | Long-Term | | | | | Base Salary | Annual Cash Incentive (MIP) | PSUs | RSUs | Stock Options | | Performance Period | Ongoing | Annual | 3-year cumulative measurement plus 1-year holding period post vesting | 4-year ratable vest | 4-year ratable vest, with 10-year expiration | | Performance Metrics | | • MIP Adjusted Operating Income (80%) • Net Promoter Score (“NPS”) (20%) • Individual Performance Modifier (0-120%) • Workforce Modifier for VPs and above (downward-only, by as much as 10%) | • 3-year cumulative Adjusted EPS (70%) • Strategic Scorecard (30%) • rTSR Modifier (+/-25%); no upward modifier applied if our absolute TSR is negative | Aligned to stock price | Stock price appreciation | | Link to Strategy and Performance | Attracts and compensates high-performing and experienced leaders at a competitive level of cash compensation. | Motivates and rewards executives for achieving annual corporate, business unit and functional goals in key areas of financial and operational performance. | Focuses NEOs on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. | Promotes retention, aligns NEOs’ interests with that of our stockholders and helps balance the equity package to attract and retain talent. | Directly aligns the interests of our NEOs with stockholders. Stock options only have value for NEOs if operating performance results in stock price appreciation. | | CEO Target Pay Mix | | | | | | | NEO Target Pay Mix | | | | | |

  42. Annual Cash Incentive

    Annual Cash Incentive Our NEOs participate in our annual cash incentive program, the MIP, under which they are eligible for a cash award based on the achievement of pre-established financial, operating and individual performance objectives. The NEOs’ annual target bonus is expressed as a percentage of their base salary, with target bonus opportunities approved by the MP&D Committee in the first quarter of each year. The current targets are set forth in the 2024 Annual Cash Incentive Award table on page 67. Awards are paid out, if earned, in the first quarter of the following year based on the following formula. The MP&D Committee reserves the discretion to reduce awards for any reason.

  43. Annual Cash Incentive

    | NEO Target Annual Incentive % X Eligible Earnings(1) Paid in Performance YearX | Corporate Performance Factor %X | Individual Performance Modifier (0 to 120%)X | Workforce Modifier (downward only, by as much as 10%) | = | Final Award Cannot Exceed 200% of Target |

  44. Annual Cash Incentive

    | (1) Eligible Earnings represent actual earnings paid during the calendar year. |

  45. Rigorous Goal Setting

    | | 2023 Results (in millions) | 2024 Target (in millions) | | MIP Adjusted Operating Income* | $17,633 | $17,634 |

  46. Rigorous Goal Setting

    | * MIP Adjusted Operating Income is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of this and other non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  47. 2024 Corporate Performance Results

    | Performance Metric | Threshold | Target | Maximum | Funding Level | Performance Weighting Under Plan | Final Approved Performance Result | | 2024 MIP Adjusted Operating Income(1) (80%) % of Target % Funding | | | | 0.0% | 0.0% | 32.4% | | NPS(3) (20%) Result vs. Target % Funding | | | | 162.0% | 32.4% | |

  48. 2024 Corporate Performance Results

    | (1) MIP Adjusted Operating Income is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of this and other non-GAAP financial measures to the most directly comparable GAAP financial measures. | | (2) Dollars in millions. The Threshold, Target, Maximum and Actual amounts for 2024 MIP Adjusted Operating Income are all net of bonus-related expenses. | | (3) NPS uses a point-based funding scale. Actual results are the weighted average performance versus target for the businesses, weighted equally for the Company’s major primary operating businesses, and the remaining business making up the balance. |

  49. Workforce Modifier

    Workforce Modifier In addition to our core metrics, a Workforce Modifier (downward only) may be applied for leaders at the Vice President level and above, including our NEOs. In 2024, the MP&D Committee evolved the Workforce Modifier to a broader Company culture metric that reflects a more comprehensive measure of engagement and belonging, and actions that reinforce CVS Health as an employer of choice for our colleagues while reinforcing leadership accountability. The MP&D Committee measures relative progress against external benchmarks and internal trends, based on the results of the colleague engagement surveys, with a goal to maintain or improve scores over the prior year. The MP&D Committee evaluates colleague feedback on a measure of belonging at CVS Health and engagement index results. This modifier ranges from minus 10% to 0% (no change) and is applied to the final recommended bonuses after Company performance and individual modifiers have been determined to ensure consistency of approach. 2024 Workforce Modifier Results: The MP&D Committee evaluated the Company’s 2024 progress using colleague engagement survey results. Following their review, the MP&D Committee determined the Company maintained prior year results and continued to align with external engagement survey benchmarks and therefore a negative adjustment was not warranted. The actual payout of the 2024 annual cash incentive award, as approved by the MP&D Committee, is set forth in the table below.

  50. 2024 Annual Cash Incentive Award(1)

    2024 Annual Cash Incentive Award(1)

  51. 2024 Annual Cash Incentive Award(1)

    | NEO(1) | 2024 Eligible Earnings | Target Annual Incentive | Full-Year Target Award | Company Perfor- mance | Individual Perfor- mance Modifier | Workforce Modifier | Final Payout as a % of Target | Final Award | | J. David Joyner(2) | $1,103,495 | 164% | $1,805,281 | 32.4% | — | — | 0% | $0 | | Thomas F. Cowhey | $998,387 | 150% | $1,497,581 | 32.4% | 90% | — | 29.1% | $436,000 | | Heidi B. Capozzi(3) | $265,625 | — | $— | 32.4% | — | — | — | $— | | Tilak Mandadi | $1,000,000 | 150% | $1,500,000 | 32.4% | 120% | — | 38.9% | $583,000 | | Prem S. Shah(4) | $972,917 | 154% | $1,500,955 | 32.4% | — | — | 0% | $0 |

  52. 2024 Annual Cash Incentive Award(1)

    | (1) Ms. Lynch’s MIP award was paid in accordance with the terms of the Karen Lynch Employment Agreement. | | (2) Mr. Joyner’s 2024 MIP target was pro-rated to 163.6% to reflect his target bonus opportunity increase to 200% in October 2024 in connection with his appointment as President and CEO; however, Mr. Joyner informed the MP&D Committee that he would not accept any bonus for 2024 and requested that the Company instead consider contributing additional funds to CVS Health colleagues in need due to natural disasters or other unforeseen emergencies. | | (3) Ms. Capozzi’s was not eligible for a MIP award for the 2024 plan year in accordance with the terms of her offer letter. | | (4) Mr. Shah’s 2024 MIP target was pro-rated to 154.3% to reflect his target bonus opportunity increase to 175% in November 2024 in connection with his appointment as EVP and Group President; however, Mr. Shah informed the MP&D Committee that he would not accept any bonus for 2024 and requested that the Company instead consider contributing additional funds to CVS Health colleagues in need due to natural disasters or other unforeseen emergencies. |

  53. Long-Term Incentive Compensation

    Long-Term Incentive Compensation On an annual basis, the MP&D Committee, with the assistance of its independent compensation consultant, evaluates individual long-term incentive target opportunities for each NEO in the first quarter, used for grants awarded the following year. Target opportunities are based on factors such as competitive practice at companies in our peer groups, the NEO’s position and scope of responsibility, the importance of retaining the services of the NEO, internal equity and the NEO’s opportunity to drive Company performance and contribute to the long-term success of the Company. Following the MP&D Committee’s comprehensive review of our executive compensation program, and considering input from our stockholders, it approved the following changes to the executive compensation program in 2024:

  54. Long-Term Incentive Compensation

    | • | Updated the standard ELT long-term incentive mix to be comprised of 60% PSUs, 20% RSUs and 20% stock options (from the prior mix of 75% PSUs and 25% stock options); | | • | Reduced the holding period following the vesting of the three-year PSUs from two years to one year to move closer to competitive pay practices in the broader marketplace; | | • | Transitioned to three-year cumulative Adjusted EPS measurement (70% weighting); | | • | Introduced Strategic Scorecard funding metrics (30% total, each metric to be weighted 10%, with curves ranging from 40% payout at threshold and 200% at maximum performance): |

  55. Long-Term Incentive Compensation

    | » | Strategic Metric 1: Percentage of Medicare members in 4+ Star-rated plans over a three-year period | | » | Strategic Metric 2: Percentage of Commercial members on CVS CostVantage at the end of 2026 | | » | Strategic Metric 3: Percentage of unique customers with 2+ CVS Health offerings at the end of 2026 |

  56. Long-Term Incentive Compensation

    The MP&D Committee approves long-term incentive compensation awards for employees, including the NEOs, and makes annual grants of long-term equity-based incentives in April to focus executives on the Company’s long-term financial and strategic objectives and to align the interests of executives with those of our stockholders. These awards are made under the terms and conditions of the 2017 Incentive Compensation Plan (the “2017 ICP”).

  57. 2024 Long-Term Incentive Target Mix

    2024 Long-Term Incentive Target Mix

  58. 2024 Long-Term Incentive Target Mix

    | Award Type | Weighting | Key Features and Performance Measures | | PSUs Focus on sustained performance and profitable growth | | • Opportunity to earn between 0% to 200% of target PSUs based on performance against pre-established goals for three-year (2024-2026) cumulative Adjusted EPS (weighted 70%) and a Strategic Scorecard, based on three strategic metrics (weighted 10% each, for an overall weighting of 30%; described below) • Threshold, target and maximum performance goals are anchored in the Company’s long-term growth commitment and strategic plan and are critically important for driving long-term success by rewarding both top- and bottom-line growth • Reinforces our pay-for-performance culture and aligns to our external commitments • Includes commitment to drive ongoing operating efficiencies • Includes an rTSR modifier that measures CVS Health’s TSR relative to the TSR of selected comparator companies (the “Relative TSR Peer Group” on page 82); the modifier is applied to the final performance of the core metrics. No upward rTSR modifier is applied to PSUs if our absolute TSR is negative • Actual payout level to be determined by the MP&D Committee following completion of the 2024-2026 performance period • One-year post-vesting holding period applies during and after employment; vesting will occur, if at all, in one installment on the third anniversary of the grant date • PSU award agreements include clawback/forfeiture in the event of detrimental conduct by the executive | | RSUs (new for 2024) Focus on stock value and executive retention | | • Enables NEOs to build stock ownership and aligns interest with our stockholders • Value directly linked to stock price, providing some value regardless of stock price volatility • Promotes retention of our executive talent • Cash dividend equivalents accrue during the vesting period and are only paid when the underlying RSUs vest and are distributed. Dividend equivalents are cancelled if the underlying units do not vest • Vest in four equal annual installments, beginning on the first anniversary of the grant date | | Stock Options Focus on sustained stock price appreciation | | • Align the interest of NEOs with stockholders by placing emphasis on long-term value creation through growth in our stock price; options have a 10-year term • Promote connectedness with the Company and its long-term strategy, reinforcing the financial success of the organization • Vest in four equal annual installments, beginning on the first anniversary of the grant date |

  59. 2024 PSU Awards

    2024 PSU Awards These awards feature formulaically-determined payouts based on performance goals established by the MP&D Committee in the first quarter of 2024; the performance period is January 1, 2024 – December 31, 2026, a three-year performance period. The MP&D Committee approved a cumulative Adjusted EPS metric (70% weighting) and a Strategic Scorecard, based on three strategic metrics (weighted 10% each, for an overall weighting of 30%), all adjusted by an rTSR modifier. These metrics and targets were selected as they align focus on achieving externally communicated growth goals and provide year-over-year consistency in measuring and rewarding performance. The funding curve was widened to +/- 20% of target for the 2024 awards to address uncertainty in setting long-term goals in a period of potential market volatility and challenging operating conditions.

  60. 2024 PSU Awards

    | 2024-2026 PSU Awards | | | | | | | Weighting | Minimum (25%) | Target (100%) | Maximum (200%) | | Financial Measure: Cumulative Adjusted EPS | 70% | $21.65 | $26.79 -$27.33 | $32.47 | | | Weighting | Minimum (40%) | Target (100%) | Maximum (200%) | | Strategic Scorecard | 30% | | | | | 1. Percentage of Medicare members in 4+ Star-rated plans over a three-year period | 10% | The Strategic Scorecard metric was newly added for the 2024 PSU awards and stockholders were generally aligned with this modification to our executive compensation program. Due to the potential for competitive harm during the open cycle, we are not disclosing our specific targets and performance curves for these metrics. The MP&D Committee believes that the established targets are both rigorous and achievable, and drive business results and stockholder value by furthering the Company’s strategic imperatives. Additional details regarding the targets and performance curves for these metrics will be provided following the completion of the performance period in our 2027 Proxy Statement. | | | | 2. Percentage of Commercial members on CVS CostVantage by Year-End 2026 | 10% | | | | | 3. Percentage of unique customers with 2+ CVS Health offerings by Year-End 2026 | 10% | | | |

  61. 2024 PSU Awards

    | Modifier: | The PSU total weighted funding percent of the four core metrics outlined above is adjusted by an rTSR modifier, using the following scale: | | rTSR Modifier (continue to use the Relative TSR Peer Group) | • Between 0 and 25th percentile of peers, the rTSR modifier will be -25% • Greater than 75th percentile of peers, the rTSR modifier will be +25% • Between 25th and 75th percentile of peers, the rTSR modifier will be interpolated No upward rTSR modifier will be applied if CVS Health’s absolute TSR over the 3-year performance period is negative. |

  62. 2024 RSU and Stock Option Awards

    2024 RSU and Stock Option Awards We use RSUs and stock options to focus on long-term value creation and these awards effectively focus our NEOs on delivering long-term value to our stockholders. In 2024, the RSU portion of our long-term incentive program represented 20% of the total value of long-term incentive awards for our NEOs. These RSUs vest in four equal annual installments, beginning on the first anniversary of the grant date. RSUs reward and retain the NEOs by offering the opportunity to receive CVS Health stock if they remain employed by the Company on the award vest date(s). Stock options represented the remaining 20% of the total value of long-term incentive awards for our NEOs. Stock options are granted at fair market value and vest in four equal annual installments, beginning on the first anniversary of the grant date. Stock options have value only to the extent that the price of CVS Health stock rises above the stock price on the grant date.

  63. 2024 Equity Awards to NEOs

    2024 Equity Awards to NEOs

  64. 2024 Equity Awards to NEOs

    | NEO | PSUs | Annual RSUs | Annual Stock Options | New Hire or Promotion RSUs | New Hire or Promotion Premium- Priced Stock Options | New Hire or Promotion Premium- Priced SARs | | J. David Joyner(1) | $2,249,933 | $2,249,957 | $0 | $0 | $8,040,000 | $3,959,997 | | Thomas F. Cowhey | $3,599,924 | $1,199,924 | $1,199,982 | $0 | $0 | $0 | | Heidi B. Capozzi(2) | $0 | $0 | $0 | $4,999,989 | $0 | $0 | | Tilak Mandadi(3) | $3,899,931 | $1,299,931 | $1,299,989 | $2,999,981 | $0 | $0 | | Prem S. Shah(4) | $3,599,924 | $1,199,924 | $1,199,982 | $0 | $5,999,995 | $0 | | Karen S. Lynch | $10,799,926 | $3,599,931 | $3,599,985 | $0 | $0 | $0 |

  65. 2024 Equity Awards to NEOs

    | (1) Mr. Joyner received RSU and PSU awards as part of his annual long-term incentive award in April 2024 pursuant to his original offer letter to serve as President of Pharmacy Services and also received a one-time promotion stock award in the form of premium-priced stock options and premium-priced SARs in November 2024 that vest in three equal annual installments beginning on the first anniversary of the grant date. See “Agreements with Named Executive Officers” for more details on Mr. Joyner’s compensation. | | (2) Ms. Capozzi received a make-whole equity award when she joined the Company in September 2024. See “Agreements with Named Executive Officers” for more details on Ms. Capozzi’s compensation. | | (3) Mr. Mandadi received a one-time retention award in the form of an RSU award in November 2024 that vests in three equal annual installments, beginning on the first anniversary of the grant date, subject to a one-year post-vest holding period. | | (4) Mr. Shah received a one-time promotion stock award in November 2024 in the form of premium-priced stock options to acquire shares of Company common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date. |

  66. 2025 Equity Awards

    2025 Equity Awards The design of our long-term incentive compensation for 2025 will be similar to 2024, maintaining:

  67. 2025 Equity Awards

    | • | Adjusted EPS metric with a 70% weighting and a cumulative goal measured over the full three-year performance period; | | • | a strategic scorecard metric with a 30% weighting; objective targets are measurable over a three-year period and support the strategic initiatives related to the commitments made at our December 2023 Investor Day and other strategic priorities; | | • | the rTSR modifier; | | • | a one-year post-vesting holding period (for net shares); and | | • | equity mix for NEOs of 60% PSUs, 20% RSUs and 20% stock options, so that the program remains heavily focused on performance while addressing recruiting and retention and continuing to balance risk and reward. |

  68. Prior PSU Performance Programs

    Prior PSU Performance Programs 2022 PSUs – Performance was certified by the MP&D Committee in February 2025, following the three-year performance period. The following summarizes the final payout results (0%) of the 2022 PSU awards granted to Messrs. Cowhey and Shah and Ms. Lynch (Messrs. Joyner and Mandadi and Ms. Capozzi were not employed by the Company at the time of the 2022 grant, and therefore did not receive 2022 PSUs):

  69. Prior PSU Performance Programs

    | 2022 PSU SUMMARY | STATUS: | | • Three-Year Performance Period January 1, 2022 – December 31, 2024 | • 2024 PSU Adjusted EPS* of $5.48, which was below the threshold level required to achieve a payout ($8.85) • rTSR performance was not applicable due to below-threshold Adjusted EPS results CALCULATED PAYOUT = 0% | | • Based on 2024 Adjusted EPS* with target set at $9.73 – $9.93 in March 2022 and granted in April 2022 | | | • Subject to an rTSR modifier (+/- 25%) | |

  70. Prior PSU Performance Programs

    | * Adjusted EPS and 2024 PSU Adjusted EPS are non-GAAP financial measures. See Annex A to this proxy statement for a reconciliation of these and other non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  71. Prior PSU Performance Programs

    | * 2024 PSU Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of Adjusted EPS and other non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  72. 2023 PSU Summary

    2023 PSU Summary Performance will be certified in February 2026, following the three-year performance period. Net shares issued upon settlement, if any, will be subject to a two-year holding period. Maximum payout after calculation (including application of modifier) cannot exceed 200% of the PSUs awarded.

  73. 2023 PSU Summary

    | * Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of Adjusted EPS and other non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  74. 2024 Compensation Peer Group

    2024 Compensation Peer Group 2024 Selection Process: The MP&D Committee uses various data sources, including peer groups, to assess financial performance and compensation competitiveness. While peer groups represent a broad group of potential competitors for executive talent across various industries, peer group data serves as only one reference point for the MP&D Committee in evaluating our compensation program. Annually, the MP&D Committee, with the assistance of its independent compensation consultant, completes a peer group review to determine the most relevant companies with which we compete for talent and capital. The criteria used to identify companies for the peer group include, but are not limited to, size, complexity, business scope, industry and business similarity. The diversified peer group, comprised of 19 companies, remained unchanged in 2024 (the “2024 Compensation Peer Group”). The MP&D Committee utilized the 2024 Compensation Peer Group to set 2024 compensation levels, along with other factors as discussed in “Pay Positioning” below on page 72. Full-year 2024 median revenues for the 2024 Compensation Peer Group were $147.7 billion. CVS Health’s full-year 2024 total revenues of $372.8 billion rank at the 92nd percentile relative to the 2024 Compensation Peer Group. The MP&D Committee will continue to review the Company’s peer group annually.

  75. CVS Health 2024 Compensation Peer Group

    CVS Health 2024 Compensation Peer Group

  76. CVS Health 2024 Compensation Peer Group

    | • | AbbVie Inc. | • | HCA Healthcare, Inc. | • | Microsoft Corporation | | • | Bristol-Myers Squibb Company | • | Humana Inc. | • | Pfizer Inc. | | • | Cardinal Health, Inc. | • | International Business Machines Corporation | • | Target Corporation | | • | Cencora, Inc. | • | Johnson & Johnson | • | UnitedHealth Group Incorporated | | • | Centene Corporation | • | McKesson Corporation | • | Walgreens Boots Alliance, Inc. | | • | The Cigna Group | • | Merck & Co., Inc. | • | Walmart Inc. | | • | Elevance Health, Inc. | | | | |

  77. Pay Positioning

    Pay Positioning The MP&D Committee does not target NEOs’ pay to a specified percentile relative to the 2024 Compensation Peer Group, but rather reviews peer group compensation data for each element of compensation, including base salary, target total cash (base salary plus target bonus) and target total compensation (target total cash plus long-term incentive compensation). Individual compensation positioning relative to comparable positions in the 2024 Compensation Peer Group varies by job, and the MP&D Committee considers a number of factors, including market competitiveness, specific duties and responsibilities of the NEO versus those in similar positions at the 2024 Compensation Peer Group companies, and succession planning. In addition to this assessment, the MP&D Committee considers Company and individual performance and internal pay equity among the Company’s executive officers in evaluating and determining executive compensation. The MP&D Committee believes it is appropriate to reward the Company’s executive officers with compensation above the competitive median if the rigorous financial targets associated with the Company’s variable pay programs are exceeded in a way that is consistent with the Company’s core values.

  78. Other Compensation Arrangements and Benefits

    Other Compensation Arrangements and Benefits The Company maintains broad-based medical and dental benefits, life insurance and short- and long-term disability insurance programs for its full-time employees. Executive officers are eligible to participate in these programs on the same basis and with the same level of financial subsidy as our other salaried employees. Financial subsidies to these plans are tiered so that our highest paid colleagues pay the most. Executive officers may participate in the CVS Health Future Fund 401(k) Plan (the “401(k) Plan”), which is our principal qualified defined contribution plan. An eligible CVS Health employee may defer up to 75% of his or her total eligible compensation, defined as salary plus annual cash incentive, to a maximum deferral limit defined by the Internal Revenue Service (“IRS”). In 2024, that maximum deferral limit was $23,000, plus an additional $7,500 for those age 50 and above. After the first full year of employment, CVS Health will match the employee’s deferrals dollar-for-dollar, each payroll period, up to a maximum of 5% of total eligible compensation subject to IRS limits. CVS Health’s matching cash contributions into the 401(k) Plan for the NEOs who participated are included in the “All Other Compensation” column of the SCT and described in note 10 to the SCT on page 85. The Company also maintains a broad-based severance plan that covers our NEOs, other than Ms. Lynch, who is no longer with the Company. Details of potential payments under that plan can be found in the narrative and tables beginning on page 92. The MP&D Committee reviews the Company’s severance benefits annually with the assistance of its independent compensation consultant to evaluate both their effectiveness and competitiveness. The review for 2024 found the current level of benefits to be within competitive norms for design. Details of hypothetical payments that would have been made to our NEOs upon a change in control on December 31, 2024 and under various termination scenarios, provisions for the treatment of equity awards and other benefits, and estimated payments that would be made to the executives whose employment terminates following a change in control may be found in “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 92. See “Agreements with Named Executive Officers” on page 74.

  79. J. David Joyner

    J. David Joyner On November 12, 2024, the MP&D Committee approved an increase to Mr. Joyner’s compensation in connection with his appointment as President and Chief Executive Officer of the Company effective as of his October 17, 2024 appointment. Mr. Joyner’s increased annual total direct compensation opportunity consists of an annual base salary of $1,500,000, a target annual bonus opportunity of $3,000,000 (equal to 200% of his base salary) and a target long-term annual incentive award opportunity equal to $14,500,000. Also, on November 12, 2024, the MP&D Committee approved a one-time promotion stock award for Mr. Joyner with a grant date of November 30, 2024. The award to Mr. Joyner was in the form of premium-priced stock options and SARs to acquire shares of Company common stock, with a grant date value of approximately $12 million. The premium-priced stock options and SARs have an exercise price equal to 120% of the closing price of the Company’s common stock on November 29, 2024 and vest in equal annual installments on each of the first three anniversaries of the grant date, generally subject to Mr. Joyner’s continued employment on the applicable vesting date. See “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 92. Mr. Joyner had re-joined the Company in January 2023, and pursuant to his offer letter for the position of EVP and President, Pharmacy Services, his equity mix for 2024 had consisted of 50% stock options and 50% PSUs.

  80. Heidi B. Capozzi

    Heidi B. Capozzi Ms. Capozzi joined the Company in September 2024. In accordance with her offer letter, Ms. Capozzi’s base salary is $850,000 and her annual cash incentive target is 150% of her annual base salary. In addition, Ms. Capozzi’s target annual equity award compensation is $3.6 million. She will be eligible to participate in the MIP beginning with the 2025 plan year, payable in 2026 with a target award of 150% of her eligible earnings. Upon hire, Ms. Capozzi was eligible for make-whole awards in the form of cash and RSUs representing the economic equivalent of the cash and equity related to her prior employment that she was required to forfeit. This included a one-time $4.5 million cash payment (the “Cash Payment”), the first installment of which ($1.5 million) was paid within the first two pay periods after she was actively employed with the Company for thirty (30) days; the second installment of which ($1.5 million) was paid in January 2025; and the third installment of which ($1.5 million) will be paid in January 2026, subject to her continued employment with the Company on the applicable date. Ms. Capozzi will not be entitled to receive any unpaid installment of the Cash Payment if her employment terminates for any reason prior to payment, regardless of whether she will receive severance pay in connection with such termination. If, within 12 months of the payment of an installment of her Cash Payment: (1) she voluntarily terminates her employment or (2) her employment is terminated by CVS Health for Cause (as defined in her offer letter); Ms. Capozzi will promptly repay to the Company the full amount of any portion of the Cash Payment that she was provided. On November 30, 2024, she also received a one-time make-whole equity award with a grant date value of $5.0 million (the “Make-Whole Equity Award”), which will vest ratably over four years on each anniversary of the grant date, subject to the terms of the underlying award agreement. Ms. Capozzi also received standard relocation benefits under the Company’s broad-based relocation program that included tax assistance. Ms. Capozzi entered into CVS Health’s customary CIC Agreement for executives and a restrictive covenant agreement which includes, among other things, non-competition and non-solicitation covenants for the 18-month period following her employment with CVS Health. See “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 92.

  81. Change In Control Agreements with Current NEOs

    Change In Control Agreements with Current NEOs As previously disclosed, we have agreements (collectively, the “CIC Agreements”) with each of our current NEOs. The MP&D Committee believes that the interests of stockholders are best served by ensuring that the interests of our senior management are aligned with our stockholders. The CIC Agreements with our current NEOs, are intended to eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in stockholders’ best interests. The CIC Agreements serve to eliminate distraction caused by uncertainty about personal financial circumstances during a period in which CVS Health requires focused and thoughtful leadership to ensure a successful outcome. Accordingly, the CIC Agreements provide certain specified “double trigger” severance benefits to the covered executives in the event of their termination under certain circumstances following a change in control. The MP&D Committee believes a “double trigger” severance benefit provision is appropriate, as it provides an incentive for greater continuity in management following a change in control than a “single trigger” severance benefit. “Double trigger” benefits require that two events occur in order for severance to be paid, typically a change in control of the Company followed by the executive’s involuntary termination of employment. The 2010 or 2017 Incentive Compensation Plans (together, the “ICPs”) that govern the terms of outstanding equity awards to all NEOs also require a “double trigger” for vesting of equity change in control benefits. The MP&D Committee reviews these potential severance benefits annually with the assistance of its independent compensation consultant to evaluate both their effectiveness and competitiveness. The review for fiscal year 2024 found the current level of benefits to be within competitive norms for design. Details of payments made to the executives upon a change in control and various termination scenarios; provisions for the treatment of equity awards, and other benefits; and estimated payments that would be made to the executives whose employment terminates following a change in control may be found in Payments/(Forfeitures) Under Termination Scenarios beginning on page 92.

  82. Karen S. Lynch

    Karen S. Lynch In connection with her departure, the Company and Ms. Lynch entered into the Karen Lynch Letter Agreement to memorialize the terms of her advisory services during a 6-month period and severance pay and benefits following her separation from the Company, which occurred on October 17, 2024 (the “Separation Date”). Ms. Lynch agreed to provide advisory services to the Company for a term of six months following her departure. In consideration of the advisory services, during the term, Ms. Lynch receives a monthly advisory fee of $375,000 and continued Company-provided security services. The Company and Ms. Lynch agreed to amend her restrictive covenant agreement to extend the non-competition and non-solicitation provisions to a period of thirty (30) months from the date of her departure (vs. 24 months as provided in the Karen Lynch Employment Agreement). In connection with Ms. Lynch’s departure, she was eligible to receive the separation benefits applicable upon a “qualifying event” (not in connection with a change in control) under the Karen Lynch Employment Agreement, although with respect to her outstanding equity awards, the partial vesting provisions applicable thereto have been eliminated, such that Ms. Lynch remains eligible to vest in all such awards in full (subject to the achievement of performance metrics with respect to any PSU awards). The receipt of such benefits is contingent upon Ms. Lynch’s execution of a customary release of claims in favor of the Company and compliance with restrictive covenants. The last table under “Payments/(Forfeitures) Under Termination Scenarios” reflects the provisions of the Karen Lynch Letter Agreement and Karen Lynch Employment Agreement with respect to her annual bonus and previously granted CVS Health stock options, RSU and PSU awards.

  83. Defined Benefit Pension Plans

    Defined Benefit Pension Plans Caremark Rx, Inc. maintained a Special Retirement Plan (“Caremark SRP”), a supplemental unfunded, non-qualified benefit plan that provided certain executive officers of Caremark with monthly benefits upon retirement, disability or a change in control of Caremark. Mr. Joyner is a participant in the Caremark SRP and like all participants, was vested as of the change in control date when Caremark Rx, Inc. was acquired by the Company in March 2007. The benefit generally payable under the plan is equal to the product of (1) 2.5% of the average annual base salary paid to a participant over the 36-month period preceding his retirement date and (2) the participant’s years of service, up to a maximum of 20 years of service. The plan provides that a participant will continue to accrue years of service following completion of the merger, but the plan remains subject to amendment or termination. Aetna Inc. maintained a tax-qualified frozen defined benefit pension plan at the time it was acquired by the Company in November 2018. Mr. Cowhey was a participant in that plan from 2007 until it was frozen in 2010 and has a deferred vested benefit under the plan that has continued to accrue interest. No other NEOs participate in any defined benefit pension plan. See the Pension Benefits section and related table beginning on page 90 of this proxy statement for further details.

  84. Policy on Forfeiture and Recoupment of Incentive Compensation

    | | Who | When | What | | Misconduct Cancellation/ Forfeiture | • Applies to all colleagues who receive equity-based awards as part of their incentive compensation. | • A colleague is terminated for “Cause”: • willfully and materially breaches any of his or her obligations to the Company with respect to confidentiality, cooperation with regard to litigation, non-disparagement and non-solicitation; • is convicted of a felony involving moral turpitude; or • engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his or her duties to the Company, resulting, in either case, in material harm to the financial condition or reputation of the Company. | • All unvested equity awards will be cancelled/forfeited. | | Detrimental Conduct | • Applies to all colleagues who receive PSU awards as part of their incentive compensation. | • Detrimental Conduct. During any period in which PSUs (and any related dividend equivalents) remain outstanding and payable, including the holding period, a participant may not engage in Detrimental Conduct. “Detrimental Conduct” means any one of the following: • any conduct that would constitute Cause; • the commission of a criminal act by the participant, whether or not performed in the workplace, that subjects, or if generally known, would subject the Company or its subsidiaries to public ridicule or embarrassment; • intentional misconduct or conduct not taken in good faith and causing significant reputational harm to the Company or its subsidiaries; • intentional violation, or negligent disregard, of the Company’s or its subsidiaries’ policies, rules and procedures, specifically including, but not limited to any of the participant’s obligations under the Company’s Code of Conduct and workplace policies; or • any violation of the participant’s restrictive covenant agreement. | • Payment of PSUs is specifically conditioned on the requirement that at all times prior to the settlement date, the participant does not engage in Detrimental Conduct. • Releasing shares delivered after the holding period is also specifically conditioned on the requirement that at all times prior to such release, the participant does not engage in Detrimental Conduct. • If the MP&D Committee determines in its reasonable business judgment that the participant has failed to satisfy such requirements, then all or a portion of the PSUs, or all or a portion of any shares delivered in settlement thereof that are subject to the holding period, as of the date of such determination, shall be cancelled and forfeited as of such date of determination. All such determinations by the MP&D Committee will be final and binding. |

  85. Policy on Forfeiture and Recoupment of Incentive Compensation

    | | Who | When | What | | Incentive Compensation Recoupment Policy | • Applies to all of our colleagues who receive annual cash incentive or long-term incentive awards, including equity-based awards. | • When fraud or material financial misconduct by an employee meaningfully alters financial or operational results used to determine an award amount, as determined by our Board. • Applies to fraud or material financial misconduct committed during the performance period for the award amount that is discovered during the performance period or the three-year period following the performance period. | • Applies to all annual and long-term incentive awards, including time-based equity awards. • Allows for recoupment of the entire award, not only excess amounts generated by the executive officer’s fraud or material financial misconduct. • Amended in March 2019 to require public disclosure of the circumstances of any recoupment from any executive officer (to the extent doing so would not violate any law or contractual obligations). | | Compliance with Restrictive Covenant Agreement | • All colleagues receiving equity awards. | • A colleague breaches the terms of their Restrictive Covenant Agreement. | • The Company may recover profits from RSUs, PSUs and stock options that vested in the two-year period prior to the breach. | | Dodd-Frank Clawback Policy | • Current or former Section 16 Officers (“Covered Individuals”) regardless of fault. | • Company required to prepare a Qualifying Restatement as defined in the Dodd-Frank Clawback Policy. | • Provides for the recovery compensation that is incentive-based, erroneously awarded and received by the officer within the three (3) years preceding the date that the restatement was needed; prohibits actual or de facto indemnification; and is publicly disclosed. |

  86. Cash Severance Policy

    Cash Severance Policy The MP&D Committee adopted an executive severance policy, effective for 2024, which provides that the Company will not enter into any new employee agreement, severance agreement or separation agreement or establish any new severance plan or policy providing for cash severance to our Section 16 officers (including our NEOs) exceeding 2.99 times the sum of base salary and target bonus without stockholder approval. Since 2010, the severance plan covering executives (other than Ms. Lynch) has provided, and continues to provide, cash severance of 1.5 times base salary and the CIC Agreements provide for 1.5 times base salary plus target bonus. The CVS Health Corporation Executive Officer Cash Severance Policy is available on our website: https://www.cvshealth.com/impact/esg-reports/resource-library.html.

  87. Insider Trading Policy; Anti-Pledging and Anti-Hedging Policy

    | • | Trading in our securities on a short-term basis (stock purchased in the open market must be held for at least six months); | | • | Purchasing stock on margin or pledging our stock or any stock incentive award as collateral for a loan or margin account; | | • | Engaging in short sales or purchases of our securities; | | • | Buying or selling puts, calls, exchange traded options or other derivative securities based on our securities (other than stock options granted by the Company); or | | • | Engaging in any other hedging transactions with respect to our securities that are designed to offset any decrease in the market value of equity securities. |

  88. Equity Grant Processes

    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.

  89. MIP Adjusted Operating Income

    MIP Adjusted Operating Income The Company uses MIP Adjusted Operating Income as a measure in the MIP. The Company defines MIP Adjusted Operating Income as operating income (GAAP measure) excluding the impact of amortization of intangible assets and net realized capital gains or losses, and other items, if any, that neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, such as acquisition-related transaction and integration costs, restructuring charges, office real estate optimization charges and losses on assets held for sale. In 2023, MIP Adjusted Operating income also excludes the net operating results associated with acquired businesses.

  90. 2024 PSU Adjusted EPS

    2024 PSU Adjusted EPS PSU Adjusted EPS is calculated by dividing PSU adjusted income attributable to CVS Health by the Company’s weighted average diluted shares outstanding. The Company defines PSU adjusted income attributable to CVS Health as net income from attributable to CVS Health (GAAP measure) excluding the impact of amortization of intangible assets and other items, if any, that neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, such as acquisition-related integration costs, restructuring charges, office real estate optimization charges, opioid litigation charges, losses on assets held for sale, gains/losses on early extinguishment of debt, net realized capital gains or losses in excess of $100 million and the corresponding income tax benefit or expense related to the items excluded from PSU adjusted income attributable to CVS Health.

  91. Relative TSR Peer Group for 2024-2026 PSU Awards

    Relative TSR Peer Group for 2024-2026 PSU Awards

  92. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table shows information about the compensation received by our current and former CEOs, our CFO and each of our three other most highly compensated executive officers for services rendered in all capacities during the 2024 fiscal year and the applicable comparable data for the 2023 and 2022 fiscal years.

  93. Summary Compensation Table

    | Name & Principal 2024 Positions(1) | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(8) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(9) | All Other Compensation ($)(10) | Total ($) | | J. David Joyner President and Chief Executive Officer | 2024 | 1,103,495 | — | 4,499,890 | 11,999,997(5) | 0 | 0 | 205,410 | 17,808,792 | | Thomas F. Cowhey Executive Vice President and Chief Financial Officer | 2024 | 998,387 | — | 4,799,848 | 1,199,982(6) | 436,000 | 1,713 | 208,434 | 7,644,364 | | | 2023 | 771,250 | — | 2,187,397 | 562,490 | 788,000 | 2,095 | 268,705 | 4,579,937 | | Heidi B. Capozzi Executive Vice President and Chief People Officer | 2024 | 265,625 | 1,500,000(3) | 4,999,989 | — | — | — | 85,134 | 6,850,748 | | Tilak Mandadi Executive Vice President Ventures, and Chief Digital, Data, Analytics and Technology Officer | 2024 | 1,000,000 | — | 8,199,843 | 1,299,989(6) | 583,000 | — | 278,511 | 11,361,343 | | | 2023 | 1,000,000 | — | 4,874,990 | 1,624,993 | 1,246,000 | — | 135,862 | 8,881,845 | | | 2022 | 437,500 | 2,773,375 | 9,799,983 | — | 981,000 | — | 0 | 13,991,858 | | Prem S. Shah Executive Vice President and Group President | 2024 | 972,917 | — | 4,799,848 | 7,199,977(7) | 0 | — | 293,113 | 13,265,855 | | | 2023 | 950,000 | — | 4,499,937 | 1,499,989 | 1,421,000 | — | 211,440 | 8,582,366 | | | 2022 | 916,667 | — | 4,999,820 | 999,999 | 1,949,000 | — | 149,732 | 9,015,218 | | Karen S. Lynch Former President and Chief Executive Officer | 2024 | 1,191,781 | — | 14,399,857 | 3,599,985(6) | 2,383,562 | — | 1,856,281 | 23,431,466 | | | 2023 | 1,500,000 | — | 12,374,971 | 4,124,992 | 2,992,000 | — | 623,071 | 21,615,034 | | | 2022 | 1,487,500 | — | 12,374,946 | 4,124,984 | 2,975,000 | — | 354,625 | 21,317,055 |

  94. Summary Compensation Table

    | (1) Principal positions as of December 31, 2024. Effective October 17, 2024, Mr. Joyner became President and CEO and Ms. Lynch ceased to serve as President and CEO. Ms. Lynch is providing advisory services to the Company for a term of six months following her departure, pursuant to the Karen Lynch Letter Agreement after which she will receive severance. Mr. Joyner and Ms. Capozzi were not NEOs in 2023 or 2022. Mr. Cowhey and was not a NEO in 2022. In March 2025, Mr. Mandadi’s title was changed to EVP, Ventures and Chief Experience and Technology Officer. | | (2) Amount of salary actually received in any year may differ from the annual base salary amount reported due to the timing of payroll periods and the timing of changes in base salary, which typically occur in April or following a promotion or hire during the year. | | (3) In connection with joining the Company, Ms. Capozzi received the Cash Payment as part of her make-whole awards that replaced the value of the bonus, equity awards and other variable pay that Ms. Capozzi forfeited from her prior employer when she accepted the position at CVS Health. See “Agreements with Named Executive Officers” on page 74. | | (4) Included in this column is the full grant date fair value of all RSU and PSU awards made to each NEO in the applicable year. The grant date fair value of each grant is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Compensation – Stock Compensation, Topic 718 (“FASB ASC Topic 718”), excluding forfeiture estimates. The grant date fair values for PSU awards granted in 2024 are based upon the probable outcome of the performance conditions associated with these PSU awards as of the grant date and is calculated using a Monte Carlo simulation in accordance with FASB ASC Topic 718. Additional details regarding the grants of stock awards can be found in the Grants of Plan-Based Awards table. Each PSU represents one share of our common stock and upon vesting, will settle in shares, if earned, of CVS Health common stock, net of applicable withholding taxes, and subject to a one-year post-vesting holding period. Vesting of the PSU awards granted to the applicable NEOs on April 1, 2024 will occur, if at all, on April 1, 2027, and full vesting generally is subject to continued employment of the applicable NEO through April 1, 2027. In addition, included is the grant date fair value of each applicable NEO’s annual RSU award which vests in four substantially equal installments beginning on April 1, 2025. Also included for Ms. Capozzi is the |

  95. Summary Compensation Table

    | grant date fair value of the Make-Whole Equity Award that she received on November 30, 2024, pursuant to her letter agreement and which vests in four substantially equal installments beginning on November 30, 2025. Also included for Mr. Mandadi is the grant date fair value of an RSU award that he received on November 30, 2024, as a one-time retention award which vests in three substantially equal installments beginning on November 30, 2025. The grant date fair value of the PSU awards granted to the NEOs in 2024, assuming the highest level of performance conditions associated with these PSUs occurs is as follows: |

  96. Summary Compensation Table

    | Name | Grant Date | Grant Date Fair Value Assuming Highest Level of Performance Conditions Achieved(a) ($) | | J. David Joyner | April 1, 2024 | 4,499,867 | | Thomas F. Cowhey | April 1, 2024 | 7,199,848 | | Heidi B. Capozzi(b) | — | — | | Tilak Mandadi | April 1, 2024 | 7,799,861 | | Prem S. Shah | April 1, 2024 | 7,199,848 | | Karen S. Lynch | April 1, 2024 | 21,599,851 |

  97. Summary Compensation Table

    | (a) The maximum PSU payout for the 2024 PSU awards is 200%. | | (b) Ms. Capozzi did not receive a PSU award in 2024. |

  98. Summary Compensation Table

    | (5) These amounts represent a one-time equity award for Mr. Joyner in connection with his appointment as President and CEO of CVS Health, delivered in the form of a premium-priced award, consisting of stock options and stock-settled SARs, both with an exercise price of $71.82 (which equates to 120% of the closing price of our common stock on the date of grant). The options and SARs will vest in substantially equal installments on the first, second and third anniversaries of the grant date and expire seven years from the grant date. Refer to our 2024 Annual Report, Notes to Consolidated Financial Statements at Note 13, “Stock Incentive Plans,” for all relevant valuation assumptions used to determine the grant date fair value of these awards. Additional details regarding the grants can be found under “2024 RSUs and Stock Option Awards” beginning on page 69 and in the Grants of Plan-Based Awards table. The option and SARs values are calculated using a modified Black-Scholes Model for pricing options. The assumptions used to determine the grant date fair value of these options were: |

  99. Summary Compensation Table

    | Dividend yield | $2.66 | | Expected volatility | 27.79% | | Risk-free interest rate | 4.28% | | Expected life (in years) | 4.5 | | Weighted-average grant date fair value | $8.04 |

  100. Summary Compensation Table

    | (6) These amounts represent the grant date fair value of stock option awards granted to each of the applicable NEOs on April 1, 2024, calculated in accordance with FASB ASC Topic 718. These options have an exercise price of $79.56 (the closing price of our common stock on April 1, 2024) and will vest in substantially equal installments on the first, second, third and fourth anniversaries of the grant date and expire ten years from the grant date. The option values were calculated using a modified Black-Scholes Model for pricing options. Refer to our 2024 Annual Report, Notes to Consolidated Financial Statements at Note 13, “Stock Incentive Plans,” for all relevant valuation assumptions used to determine the grant date fair value of these options. Additional details regarding the grants of stock option awards can be found under “2024 RSU and Stock Option Awards” beginning on page 69 and in the Grants of Plan-Based Awards table. | | (7) These amounts represent: |

  101. Summary Compensation Table

    | a) | the grant date fair value of stock option awards granted to Mr. Shah on April 1, 2024, calculated in accordance with FASB ASC Topic 718. These options have an exercise price of $79.56 (the closing price of our common stock on April 1, 2024) and will vest in substantially equal installments on the first, second, third and fourth anniversaries of the grant date and expire ten years from the grant date. The option values were calculated using a modified Black-Scholes Model for pricing options. Refer to our 2024 Annual Report, Notes to Consolidated Financial Statements at Note 13, “Stock Incentive Plans,” for all relevant valuation assumptions used to determine the grant date fair value of these options. Additional details regarding the grants of stock option awards can be found under “2024 RSU and Stock Option Awards” beginning on page 69 and in the Grants of Plan-Based Awards table. | | b) | the grant date fair value of premium stock options awarded to Mr. Shah in connection with his appointment to EVP and Group President with an exercise price of $71.82 (which equates to 120% of the closing price of our common stock on the date of grant) and will vest in equal installments on the first, second and third anniversaries of the grant date. The options and SARs will vest in substantially equal installments on the first, second and third anniversaries of the grant date and expire seven years from the grant date. Refer to our 2024 Annual Report, Notes to Consolidated Financial Statements at Note 13, “Stock Incentive Plans,” for all relevant valuation assumptions used to determine the grant date fair value of these awards. Additional details regarding the grants can be found under “2024 RSUs and Stock Option Awards” beginning on page 69 and in the Grants of Plan-Based Awards table. The option and SAR values are calculated using a modified Black-Scholes Model for pricing options and the assumptions used to determine the grant date fair value are set forth in footnote 5 above. |

  102. Summary Compensation Table

    | (8) The figures shown include amounts earned in 2024 as annual cash incentive awards (see pages 62-67). Mr. Joyner and Mr. Shah informed the MP&D Committee that they would not accept any bonus for 2024 and requested that the Company instead consider contributing additional funds to CVS Health colleagues in need due to natural disasters or other unforeseen emergencies. Ms. Capozzi was not eligible for a 2024 annual cash incentive award. Ms. Lynch’s 2024 annual cash incentive award was granted pursuant to the Karen Lynch Employment Agreement. |

  103. Summary Compensation Table

    | (9) Amounts in this column only reflect pension values and do not include earnings on deferred compensation amounts because such earnings are neither above-market nor preferential. Refer to the “Nonqualified Deferred Compensation” section on page 91 for a discussion of deferred compensation. The amount in the column presents the change in present value of accumulated benefits under the Caremark Rx, Inc. Special Retirement Plan (“Caremark SRP”) from December 31, 2023 through December 31, 2024 for Mr. Joyner and the Retirement Plan for Employees of Aetna Inc. (“Aetna Pension Plan”) from December 31, 2023 through December 31, 2024 for Mr. Cowhey. See “Pension Benefits” beginning on page 90 for a discussion of pension benefits and the economic assumptions behind the figures in this table. No other NEOs participate in any defined benefit pension plan. |

  104. Summary Compensation Table

    | | Increase/(Decrease) in PVAB, 12/31/2023 - 12/31/2024 | | | Executive | Aetna Pension Plan | Caremark SRP | | J. David Joyner | 0 | (19,799) | | Thomas F. Cowhey | 1,713 | 0 |

  105. Summary Compensation Table

    | (10) Set forth below is additional information regarding the amounts disclosed in the “All Other Compensation” column for 2024. |

  106. Grants of Plan-Based Awards

    Grants of Plan-Based Awards This table reflects awards granted during 2024 to our Named Executive Officers under the 2017 ICP, in the respective amounts listed. The MP&D Committee approved all of the 2024 awards.

  107. Grants of Plan-Based Awards – 2024

    Grants of Plan-Based Awards – 2024

  108. Grants of Plan-Based Awards – 2024

    | | | | | Est. Future Payouts Under Non- Equity Incentive Plan Awards(2) | | | Est. Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Award Type | Date of Committee Action(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Exercise or Base Price of Option Awards ($ / Sh)(4) | | | J. David Joyner | PSUs(6) | 2/12/2024 | 4/1/2024 | | | | 8,661 | 29,361 | 58,722 | | | | 2,249,933 | | | RSUs(7) | 2/12/2024 | 4/1/2024 | | | | | | | 28,280 | | | 2,249,957 | | | Premium Stock Options(8) | 11/12/2024 | 11/30/2024 | | | | | | | | 1,000,000 | 71.82 | 8,040,000 | | | Premium SARs(9) | 11/12/2024 | 11/30/2024 | | | | | | | | 492,537 | 71.82 | 3,959,997 | | | Annual Cash(10) | | | 902,640 | 1,805,281 | 3,610,560 | — | — | — | | | | | | Thomas F. Cowhey | Stock Options(11) | 2/12/2024 | 4/1/2024 | | | | | | | | 62,695 | 79.56 | 1,199,982 | | | PSUs(6) | 2/12/2024 | 4/1/2024 | | | | 13,859 | 46,978 | 93,956 | | | | 3,599,924 | | | RSUs(7) | 2/12/2024 | 4/1/2024 | | | | | | | 15,082 | | | 1,199,924 | | | Annual Cash | | | 748,791 | 1,497,581 | 2,995,162 | — | — | — | | | | | | Heidi B. Capozzi | RSUs(12) | 7/29/2024 | 11/30/2024 | | | | | | | 83,542 | | | 4,999,989 | | | Annual Cash(13) | | | — | — | — | — | | | | | | | | Tilak Mandadi | Stock Options(11) | 2/12/2024 | 4/1/2024 | | | | | | | | 67,920 | 79.56 | 1,299,989 | | | PSUs(6) | 2/12/2024 | 4/1/2024 | | | | 15,013 | 50,893 | 101,786 | | | | 3,899,931 | | | RSUs(7) | 2/12/2024 | 4/1/2024 | | | | | | | 16,339 | | | 1,299,931 | | | RSUs(14) | 11/12/2024 | 11/30/2024 | | | | | | | 50,125 | | | 2,999,981 | | | Annual Cash | | | 750,000 | 1,500,000 | 3,000,000 | — | — | — | | | | | | Prem S. Shah | Stock Options(11) | 2/12/2024 | 4/1/2024 | | | | | | | | 62,695 | 79.56 | 1,199,982 | | | PSUs(6) | 2/12/2024 | 4/1/2024 | | | | 13,859 | 46,978 | 93,956 | | | | 3,599,924 | | | RSUs(7) | 2/12/2024 | 4/1/2024 | | | | | | | 15,082 | | | 1,199,924 | | | Premium Stock Options(8) | 11/12/2024 | 11/30/2024 | | | | | | | | 746,268 | 71.82 | 5,999,995 | | | Annual Cash(15) | | | 750,478 | 1,500,955 | 3,001,910 | — | — | — | | | | | | Karen S. Lynch | Stock Options(11) | 2/12/2024 | 4/1/2024 | | | | | | | | 188,087 | 79.56 | 3,599,985 | | | PSUs(6) | 2/12/2024 | 4/1/2024 | | | | 41,576 | 140,936 | 281,872 | | | | 10,799,926 | | | RSUs(7) | 2/12/2024 | 4/1/2024 | | | | | | | 45,248 | | | 3,599,931 | | | Annual Cash(16) | | | 1,191,781 | 2,383,562 | 4,767,124 | | | | | | | |

  109. Grants of Plan-Based Awards – 2024

    | (1) Represents the date the MP&D Committee approved the 2024 grant values for stock options, SARs, PSU and RSU awards. Refer to “2024 PSU Awards” and “2024 RSU and Stock Option Awards” beginning on page 68 for a detailed discussion of the annual equity awards granted in 2024. | | (2) Represents the threshold, target and maximum payout levels of target annual cash incentive award granted under the 2024 MIP. Performance below the threshold level results in no payout. See “Annual Cash Incentive” beginning on page 62 for a discussion of the 2024 MIP metrics and payouts. |

  110. Grants of Plan-Based Awards – 2024

    | (3) Represents the threshold, target and maximum achievement in order to receive a payout for the applicable award. Performance below the threshold results in no payout. Refer to Refer to “2024 PSU Awards” and “2024 RSU and Stock Option Awards” beginning on page 68 for a detailed discussion. | | (4) All annual, non-premium stock options were granted with an exercise price equal to the closing price of our common stock on the date of the grant. Included in this column is the full grant date fair value of the options granted on April 1, 2024. Premium stock options and premium SARs were granted to Mr. Joyner and premium stock options were granted to Mr. Shah with an exercise price that was 120% of the closing price of our common stock on November 30, 2024. The values of the non-premium stock options, premium stock options and premium SAR were calculated using a modified Black-Scholes Model for pricing options. | | (5) Refer to our 2024 Annual Report, Notes to Consolidated Financial Statements at Note 13, “Stock Incentive Plans” for all relevant valuation assumptions for all grants. Included in this column is the full grant date fair value of: a) the PSUs, RSUs and options granted on April 1, 2024; b) the RSUs granted on November 30, 2024; and c) the premium stock options and premium SARs referenced in footnote 4, above. See footnotes 5 and 6 of the SCT for valuation details. | | (6) Represents PSU awards granted under the 2017 ICP in the respective amounts and on the respective dates listed. For the 2024-2026 cycle, these PSU awards are included in the SCT in the “Stock Awards” column. The PSU award, if earned, is based on the Company’s three year Adjusted EPS measurement (January 1, 2024 – December 31, 2026) (70%) and a Strategic Scorecard (30%) and will be modified by up to +/- 25% based on CVS Health’s performance as measured by rTSR. The maximum PSU payout for the 2024 PSU awards under “Est. Future Payouts Under Equity Incentive Plan Awards” is 200%, even with the maximum rTSR modifier of +25%. Each vested PSU represents one share of CVS Health common stock and will settle in shares, if earned, of CVS Health common stock, net of taxes, as a result of a determination by the MP&D Committee. The PSU awards do not earn dividend equivalents and have no voting rights. See the discussion of long-term incentive equity awards under “2024 PSU Awards” beginning on page 68 for a discussion of the vesting and payout of these awards based on the MP&D Committee’s determination that the Company has achieved the applicable performance result. Refer to footnote 4 of the SCT beginning on page 83 for a discussion of how the number of vested PSUs will be determined. | | (7) Represents RSU awards granted under the 2017 ICP in the respective amounts and on the respective dates listed. These RSUs vest in four substantially equal installments beginning on April 1, 2025. | | (8) Represents premium stock options granted under the 2017 ICP in the respective amounts and on the respective dates listed. These stock options vest on the first, second and third anniversaries of the grant date and expire seven years from the grant date. | | (9) Represents premium SARs granted under the 2017 ICP in the respective amounts and on the respective dates listed. These SARs vest on the first, second and third anniversaries of the grant date and expire seven years from the grant date. | | (10) Mr. Joyner’s 2024 annual target bonus opportunity is pro-rated to reflect his appointment as President and CEO in October 2024 and his 2024 target bonus opportunity is 200% of base salary beginning as of his appointment and 150% of target in the prior period. | | (11) Represents stock options granted under the 2017 ICP in the respective amounts and on the respective dates listed. These stock options vest on the first, second, third and fourth anniversaries of the grant date and expire ten years from the grant date. | | (12) Represents the Make-Whole Equity Award granted to Ms. Capozzi under the 2017 ICP on November 30, 2024. These restricted stock units vest on the first, second, third and fourth anniversaries of the grant date. See “Agreements with Named Executive Officers” on page 74. | | (13) Ms. Capozzi was not eligible for a 2024 MIP bonus per the terms of her offer letter. | | (14) Represents one-time retention RSUs granted to Mr. Mandadi under the 2017 ICP on November 30, 2024. These RSUs vest on the first, second and third anniversaries of the grant date and have a one-year post-vesting holding period. | | (15) Mr. Shah’s 2024 annual target bonus opportunity is pro-rated to reflect his appointment as Group President in November 2024 and his 2024 target bonus opportunity is 175% of base salary beginning as of his appointment and 150% of target in the prior period. | | (16) Ms. Lynch’s 2024 annual bonus opportunity is paid pursuant to the Karen Lynch Employment Agreement, which provides for a pro-rated bonus based on number of days in the year through the Separation Date, at greater of target or actual funding percentage for the 2024 MIP. |

  111. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End This table shows information regarding the outstanding equity awards held by each of our Named Executive Officers under the applicable plan that were outstanding as of December 31, 2024. The unearned PSU awards granted in 2024 and 2023 are shown at target performance, with no adjustment for the rTSR modifier performance. The 2022 PSUs are shown at threshold performance (40%) with no adjustment for rTSR modifier performance and actual payout (0%), as explained in the footnotes below.

  112. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End

  113. Outstanding Equity Awards at 2024 Year-End

    | | | Stock Option Awards(1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock that Have Not Vested ($)(2) | | J. David Joyner | 2/28/2023 | — | — | | | 15,961(9) | 716,489 | | | | | 4/1/2023 | 12,989 | 38,970(3) | 74.31 | 4/1/2033 | | | 41,371(17) | 1,857,144 | | | 4/1/2024 | — | — | | | 28,280(10) | 1,269,489 | 29,361(18) | 1,318,015 | | | 11/30/2024 | — | 1,492,537(4) | 71.82 | 11/30/2031 | | | | | | Thomas F. Cowhey | 2/28/2022 | | | | | 19,297(9) | 866,242 | | | | | 4/1/2022 | 10,394 | 10,396(3) | 101.09 | 4/1/2032 | 6,911(11) | 310,235 | | | | | 4/1/2023 | 8,350 | 25,052(3) | 74.31 | 4/1/2033 | 5,677(10) | 254,841 | 17,730(17) | 795,900 | | | 11/30/2023 | | | | | 7,358(12) | 330,301 | | | | | 4/1/2024 | — | 62,695(3) | 79.56 | 4/1/2034 | 15,082(10) | 677,031 | 46,978(18) | 2,108,842 | | Heidi B. Capozzi | 11/30/2024 | | | | | 83,542(13) | 3,750,200 | | | | Tilak Mandadi | 8/31/2022 | | | | | 33,283(14) | 1,494,074 | | | | | 4/1/2023 | 24,124 | 72,372(3) | 74.31 | 4/1/2033 | | | 76,832(17) | 3,448,988 | | | 4/1/2024 | — | 67,920(3) | 79.56 | 4/1/2034 | 16,339(10) | 733,458 | 50,893(18) | 2,284,587 | | | 11/30/2024 | — | | | | 50,125(9) | 2,250,111 | | | | Prem S. Shah | 4/1/2018 | 846 | —(5) | 62.21 | 4/1/2025 | | | | | | | 8/31/2018 | 26,580 | —(3) | 75.24 | 8/31/2028 | | | | | | | 4/1/2019 | 9,469 | —(3) | 54.19 | 4/1/2029 | | | | | | | 4/1/2020 | 28,596 | —(3) | 58.34 | 4/1/2030 | | | | | | | 4/1/2021 | 20,516 | 8,207(3) | 74.30 | 4/1/2031 | 1,599(10) | 71,779 | | | | | 4/1/2022 | 20,790 | 20,790(3) | 101.09 | 4/1/2032 | 11,795(15) | 529,478 | | | | | 8/31/2022 | | | | | 20,376(16) | 914,679 | | | | | 4/1/2023 | 22,268 | 66,805(3) | 74.31 | 4/1/2033 | | | 70,921(17) | 3,183,644 | | | 4/1/2024 | — | 62,695(3) | 79.56 | 4/1/2034 | 15,082(10) | 677,031 | 46,978(18) | 2,108,842 | | | 11/30/2024 | — | 746,268(6) | 71.82 | 11/30/2031 | | | | | | Karen S. Lynch | 2/19/2016 | 93,989 | —(7) | 37.91 | 2/18/2026 | | | | | | | 2/17/2017 | 192,741 | —(7) | 45.91 | 2/16/2027 | | | | | | | 4/1/2019 | 242,408 | —(3) | 54.19 | 4/1/2029 | | | | | | | 4/1/2020 | 211,196 | —(8) | 58.34 | 10/17/2029 | | | | | | | 4/1/2021 | 168,453 | 56,151(8) | 74.30 | 10/17/2027 | | | | | | | 4/1/2022 | 85,758 | 85,759(8) | 101.09 | 10/17/2027 | 48,658(15) | 2,184,258 | | | | | 4/1/2023 | 61,238 | 183,714(8) | 74.31 | 10/17/2027 | | | 195,035(17) | 8,755,121 | | | 4/1/2024 | — | 188,087(8) | 79.56 | 4/30/2028 | 43,448(10) | 1,950,381 | 140,936(18) | 6,326,617 |

  114. Outstanding Equity Awards at 2024 Year-End

    | (1) The Company had no equity incentive plan awards that were securities underlying unexercised, unearned options at fiscal year-end, so that column is intentionally omitted from this table. | | (2) The value of the RSUs and PSUs is based on a price of $44.89 per share, which was the closing price of the Company’s common stock on December 31, 2024, the last trading day of the Company’s fiscal year. Each vested RSU and PSU represents one share of the Company’s common stock and will settle in shares, if earned (for PSUs), of Company common stock, net of taxes. | | (3) These stock options vest in one-quarter increments on each of the first, second, third and fourth anniversaries of the grant date and expire ten years from the date of the grant. | | (4) Represents a) 1,000,000 premium stock options and b) 492,537 premium SARs that both vest in one-third increments on each of the first, second and third anniversaries of the grant date and expire seven years from the date of the grant. | | (5) These stock options vest in one-quarter increments on each of the first, second, third and fourth anniversaries of the grant date and expire seven years from the date of the grant. | | (6) These premium stock options vest in one-third increments on each of the first, second and third anniversaries of the grant date and expire seven years from the date of the grant. | | (7) Represents SARs that were granted prior to the Aetna Transaction and expire ten years from the date of grant. | | (8) These stock options vest in one-quarter increments on each of the first, second, third and fourth anniversaries of the grant date and expire pursuant to the Karen Lynch Letter Agreement. | | (9) Represents RSUs that vest in one-third increments on the first, second and third anniversary of the grant date. | | (10) Represents RSUs that vest in substantially equal installments on the first, second, third and fourth anniversaries of the grant date. | | (11) Represents a) 4,946 RSUs that vest in substantially equal installments on the first, second, third and fourth anniversaries of the grant date and b) 1,965 PSUs granted to Mr. Cowhey on April 1, 2022 that may have vested on April 1, 2025 depending upon the attainment of specified performance goals over a period beginning on January 1, 2022 and ending on December 31, 2024. Pursuant to SEC requirements, the number of PSUs reported is based on achievement of threshold performance levels, with no rTSR modifier. However, following the end of the performance and vesting period, these PSUs were forfeited and cancelled due to the failure of the Company to achieve threshold performance and the calculated performance of the 2022 PSUs was 0% after applying the rTSR modifier. Please see “Prior PSU Performance Programs” on page 70 for a discussion of the MP&D Committee’s determination that the Company did not attain the applicable performance metrics. | | (12) Represents RSUs that cliff vest on the third anniversary of the grant date. | | (13) Represents a Make-Whole Equity Award that vests in three substantially equal installments beginning on the first anniversary of the grant date. | | (14) Represents Sign-on RSUs that vest in three substantially equal installments beginning on the first anniversary of the grant date. | | (15) Represents PSUs granted on April 1, 2022 that may have vested on April 1, 2025 depending upon the attainment of specified performance goals over a period beginning on January 1, 2022 and ending on December 31, 2024. Actual performance level was 0%, see Note 11, above, for details. | | (16) Includes RSUs that cliff vest on the third anniversary of the grant date. | | (17) Represents PSU awards granted on April 1, 2023, which may vest on April 1, 2026. The performance period for these PSUs is January 1, 2023 to December 31, 2025. | | (18) Represents PSU awards granted on April 1, 2024, which may vest on April 1, 2027. The performance period for these PSUs is January 1, 2024 to December 31, 2026. |

  115. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below reflects information for the fiscal year ended December 31, 2024 concerning options exercised and the vesting of previously granted RSUs and PSUs and non-transferable shares for each of the NEOs specified in the table. The value of the shares acquired upon exercise of the options and the shares represented by the vesting of RSUs and PSUs is based on the closing price of our common stock on the date of exercise and the date of vesting, respectively.

  116. Option Exercises and Stock Vested – 2024

    Option Exercises and Stock Vested – 2024

  117. Option Exercises and Stock Vested – 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | J. David Joyner | 0 | 0 | 7,979 | 599,941 | | Thomas F. Cowhey | 0 | 0 | 23,660 | 1,798,070 | | Heidi B. Capozzi | 0 | 0 | 0 | 0 | | Tilak Mandadi | 0 | 0 | 33,282 | 1,905,062 | | Prem S. Shah | 0 | 0 | 20,987 | 1,666,805 | | Karen S. Lynch | 0 | 0 | 136,640 | 10,871,078 |

  118. Option Exercises and Stock Vested – 2024

    | (1) Includes the RSU value deferred by Mr. Shah during 2024, which is also included in the “Stock” row of the “Executive Contributions in Last FY” column of the Nonqualified Deferred Compensation table on page 91. |

  119. Pension Benefits

    Pension Benefits Caremark Rx, Inc. maintained a Special Retirement Plan (the “Caremark SRP”), a supplemental non-qualified benefit plan that provided certain executive officers of Caremark with monthly benefits upon retirement, disability or a change in control of Caremark. Mr. Joyner is a participant in the Caremark SRP and, like all participants, was vested as of the change in control date when Caremark Rx, Inc. was acquired by the Company in 2007. The benefit generally payable under the plan is equal to the product of (1) 2.5% of the average annual base salary paid to a participant over the 36-month period preceding his retirement date and (2) the participant’s years of service, up to a maximum of 20 years of service. The Caremark SRP provides that a participant will continue to accrue years of service following completion of the merger but the plan remains subject to amendment or termination. Aetna Inc. maintained a tax-qualified frozen defined benefit pension plan, the Retirement Plan for Employees of Aetna Inc. (the “Aetna Pension Plan”), at the time it was acquired by the Company. Mr. Cowhey was a participant in the Aetna Pension Plan from 2007 until it was frozen in 2010 and he has a deferred vested benefit under the Aetna Pension Plan that has continued to accrue interest. No other NEOs participate in any defined benefit pension plan. The following table sets forth information concerning the present value of Mr. Joyner and Mr. Cowhey’s accumulated benefits under the Caremark SRP and the Aetna Pension Plan, respectively. The present values shown below were determined based on Mr. Joyner and Mr. Cowhey’s accrued benefit as of December 31, 2024, the discount rates that the Caremark SRP and the Aetna Pension Plan used for its 2024 year-end pension disclosures and is based on Mr. Joyner’s continued employment to age 60 and assumes Mr. Cowhey’s continued employment to age 65.

  120. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | J. David Joyner | Caremark Rx, Inc. Special Retirement Plan | 20.0 | 2,413,149 | 0 | | Thomas F. Cowhey | Retirement Plan for Employees of Aetna Inc. | 3.8 | 25,495 | 0 | | Heidi B. Capozzi | N/A | N/A | N/A | N/A | | Tilak Mandadi | N/A | N/A | N/A | N/A | | Prem S. Shah | N/A | N/A | N/A | N/A | | Karen S. Lynch | N/A | N/A | N/A | N/A |

  121. Pension Benefits

    | (1) Mr. Cowhey’s credited years of service is limited to the time from his hire at Aetna in March 2007 to December 31, 2010, when the Aetna Pension Plan was frozen, so the years of credited service do not increase even though his actual term of service is longer, 17.83 years through December 31, 2024. Mr. Joyner’s total service at Caremark Rx, Inc. was approximately 27 years, but the Caremark Rx, Inc. SRP capped service at 20 years. He has an additional 25 months of service since re-joining the Company in January 2023. |

  122. Pension Benefits

    | (2) Refer to pages 162-167 of the 2024 Annual Report for a discussion of the valuation methods used to calculate the amounts in this column. In calculating the present value of the accumulated benefit under the Aetna Pension Plan, the following economic assumptions were used: |

  123. Pension Benefits

    | | Caremark SRP | Aetna Pension Plan | | Discount Rate | 5.33% | 5.48% | | Future Cash Balance Interest Rate | N/A | 4.78% | | 5-Year Average Cost of Living Adjustment | N/A | 2.30% |

  124. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Executive officers and select members of management may participate in the DCP and the DSP. The DCP allows participants to defer payment of a portion of their salary and a portion of their annual cash incentive to facilitate their personal retirement or financial planning. For participants in the DCP, we provide a maximum match of up to 5% of the eligible compensation (base+bonus) that exceeds the IRS earnings limit that applies to 401(k) plans after completion of one year of service. The investment crediting options for the DCP mirror those offered for the 401(k) Plan. Each year, the amount of a participant’s deferred compensation account increases or decreases based on the appreciation and/or depreciation in the value of the investment crediting alternatives selected by the participant. There are no vesting requirements on deferred compensation accounts. Under the DSP, participants may elect to defer settlement of RSUs and PSUs beyond the scheduled vesting date. Following vesting, dividends are reinvested during the deferral period. During 2024, Mr. Shah deferred portions of his equity-based compensation under the DSP. Executive officers are not permitted to defer proceeds of stock option exercises. The amounts shown in the table below for “Cash” and “Stock” were deferred pursuant to the DCP and the DSP, respectively.

  125. Nonqualified Deferred Compensation – 2024

    Nonqualified Deferred Compensation – 2024

  126. Nonqualified Deferred Compensation – 2024

    | Name | Type | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) | | J. David Joyner | Cash | 55,121 | 55,121 | 1,785 | — | 112,028 | | | Stock | — | — | — | — | — | | Thomas F. Cowhey | Cash | 99,773 | 76,270 | 3,661 | — | 179,704 | | | Stock | — | — | — | — | — | | Heidi B. Capozzi | Cash | — | — | — | — | — | | | Stock | — | — | — | — | — | | Tilak Mandadi | Cash | 87,380 | 87,380 | 14,834 | — | 293,119 | | | Stock | — | — | — | — | — | | Prem S. Shah | Cash | 288,094 | 102,465 | (773,982) | (104,838) | 1,865,238 | | | Stock | | | (106,493) | — | 155,693 | | Karen S. Lynch | Cash | 208,975 | 202,056 | 180,675 | — | 2,096,587 | | | Stock | — | — | — | — | — |

  127. Nonqualified Deferred Compensation – 2024

    | (1) All amounts shown are also disclosed in the SCT under All Other Compensation and reflect amounts credited and/or earned in 2024. | | (2) All earnings shown on the Stock line are attributable to dividend equivalents credited as additional deferred RSUs and the change in our common stock price since December 31, 2023. | | (3) All amounts reported are distributions of cash dividend equivalent payments from the DSP. |

  128. Nonqualified Deferred Compensation – 2024

    | (4) The following amounts included in this column have been previously reported as compensation to the NEOs in the SCTs of our prior proxy statements: |

  129. Nonqualified Deferred Compensation – 2024

    | | Cash | Stock | | Mr. Joyner | $— | — | | Mr. Cowhey | — | — | | Ms. Capozzi | — | — | | Mr. Mandadi | 100,000 | — | | Mr. Shah | 1,361,883 | 180,160 | | Ms. Lynch | 722,666 | — |

  130. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause Prior to a Change in Control of the Company (“CIC”)

    Benefits and Payments upon Termination without Cause or Constructive Termination without Cause Prior to a Change in Control of the Company (“CIC”) The CVS Health Severance Plan for Non-Store Employees (the “Severance Plan”), which covers executives, including the continuing NEOs, was approved by the MP&D Committee as described under “Other Compensation Arrangements and Benefits” beginning on page 72. With respect to each of the continuing NEOs, in the event of a termination without Cause or constructive termination prior to a CIC, pursuant to an RCA and the Severance Plan, the continuing NEOs would be eligible to receive up to 18 months of base salary as severance, paid in equal semi-monthly installments, provided that he or she executes a separation agreement with the Company and complies with post-employment restrictive covenants. Pursuant to the Karen Lynch Employment Agreement, upon a qualifying termination of employment, including a termination of employment for “Good Reason”, prior to a CIC, Ms. Lynch is entitled to a cash severance payment equal to two times the sum of her highest base salary in effect during the six-month period immediately prior to the date of her termination of employment and her target annual bonus opportunity for the year of her termination of employment. Ms. Lynch is also entitled to a pro-rated annual bonus for the year of her termination of employment and up to 18 months of continued health and benefit plan participation at the same benefit and cost sharing level at which Ms. Lynch and her eligible dependents were participating on the date of her termination of employment. Ms. Lynch’s severance benefits are subject to her execution of a release and compliance with post-employment restrictive covenants. In the event of a continuing NEO’s termination without Cause or constructive termination prior to a CIC, outstanding equity awards held by the continuing NEOs would be treated as follows:

  131. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause Prior to a Change in Control of the Company (“CIC”)

    | • | For Ms. Capozzi and Messrs. Cowhey, Joyner, Mandadi and Shah, unvested options and/or SARs would continue to vest through the end of the severance period, as they are not currently retirement eligible. | | • | If the NEO is entitled to severance, unvested RSUs will continue to vest during the applicable severance period. | | • | If the NEO is entitled to severance, PSUs would vest on a pro-rata basis as of the NEO’s termination of employment date. |

  132. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause Prior to a Change in Control of the Company (“CIC”)

    Pursuant to the Karen Lynch Letter Agreement, in lieu of the treatment provided in her Employment Agreement and her outstanding equity award agreements with the Company (the “Equity Award Agreements”), the Equity Award Agreements governing her unvested equity awards were amended such that all of her outstanding and unvested Company equity awards will remain outstanding and continue to be eligible to vest following the Separation Date in accordance with their terms (without pro-ration) and any vested options will be exercisable and shall otherwise remain subject to the applicable Equity Award Agreements. See Outstanding Equity Awards at Fiscal Year-End on page 88 for details.

  133. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC The CIC Agreements with the continuing NEOs provide that upon a CIC and subsequent termination of employment, all outstanding unvested stock options will vest in full and restrictions will lapse on all RSUs and PSUs (at target achievement levels). In addition, each continuing NEO would receive a cash severance payment equal to 1.5 times annual base salary, 1.5 times the then-current annual cash incentive at target and a pro-rated cash incentive bonus at target for the year of termination. Under their CIC Agreements, any severance benefits would be reduced to avoid the excise tax under Section 280G of the Code if that would give the NEO a better after-tax result. With respect to the tables below for all continuing NEOs:

  134. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | • | The value of options and SARs is determined by multiplying the number of unvested options outstanding as of December 31, 2024 by the difference between the exercise price and $44.89, the closing price of our common stock on December 31, 2024. Generally, the option grant and SARs agreements provide for the following post-termination exercise periods, but in no case will the post-termination exercise period be longer than the original option or SARs term: |

  135. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | » | In the case of constructive termination without cause prior to a CIC, during the severance period and for 90 days thereafter; | | » | In the case of constructive termination without cause after a CIC, during the remainder of the option term; | | » | In the case of a voluntary termination, awards granted in 2017 and later include a 90-day post-termination option exercise period; options granted before 2017 expire immediately upon a voluntary termination; | | » | In the case of termination for cause, generally there is no post-termination exercise period; and | | » | In the case of Qualified Retirement, during a three-year post termination exercise period. |

  136. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | • | The value of RSUs is determined by multiplying the number of unvested RSUs as of December 31, 2024 by $44.89, the closing price of our common stock on December 31, 2024. | | • | The value of unvested PSUs assumes (a) no pro-ration for the 2022 PSUs, pro-rated amounts for the outstanding 2023 PSUs (two-thirds) and 2024 PSUs (one-third); (b) a share price of $44.89, the closing price of our common stock on December 31, 2024; (c) all outstanding performance cycles are achieved and paid at target; and (d) no adjustment for the applicable rTSR modifier the 2022, 2023 PSU and 2024 PSUs. |

  137. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | J. David Joyner | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC or Good Reason ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 2,250,000 | 2,250,000 | | Bonus(2) | 3,000,000 | 0 | 0 | | 7,500,000 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 0 | 0 | 0 | 0 | 0 | | Value of SARs | 0 | 0 | 0 | 0 | 0 | | Value of RSUs | 1,985,978 | (1,985,978) | 0 | 1,351,234 | 1,985,978 | | Value of PSUs | 3,175,159 | (3,175,159) | 0 | 1,677,405 | 3,175,159 | | Benefits and Other | | | | | | | Health Insurance | 0 | 0 | 0 | 22,466 | 22,466 | | Total | 8,161,137 | (5,161,137) | 0 | 5,301,105 | 14,933,603 |

  138. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | (1) Based on his tenure with the Company as of December 31, 2024, Mr. Joyner is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Joyner’s base salary for the year ending December 31, 2024 and the applicable multiplier described above with no pro-ration. |

  139. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | Thomas F. Cowhey | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,500,000 | 1,500,000 | | Bonus(2) | 1,500,000 | 0 | 0 | 0 | 3,750,000 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 0 | 0 | 0 | 0 | 0 | | Value of RSUs | 2,350,440 | (2,350,440) | 0 | 1,596,603 | 2,350,440 | | Value of PSUs | 3,125,332 | (3,125,332) | 0 | 1,447,972 | 3,125,332 | | Benefits and Other | | | | | | | Health Insurance | 0 | 0 | 0 | 31,082 | 31,082 | | Total | 6,975,772 | (5,457,772) | 0 | 4,575,657 | 10,756,854 |

  140. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | (1) Based on his age and tenure with the Company as of December 31, 2024, Mr. Cowhey is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Cowhey’s base salary for the year ending December 31, 2024, and the applicable multiplier described above. |

  141. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | Heidi B. Capozzi | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,275,000 | 1,275,000 | | Bonus(2) | 0 | 0 | 0 | 0 | 0 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | — | — | — | — | — | | Value of RSUs | 3,750,200 | (3,750,200) | 0 | 937,528 | 3,750,200 | | Value of PSUs | — | — | — | — | — | | Benefits and Other | | | | | | | Health Insurance | 0 | 0 | 0 | 7,122 | 7,122 | | Total | 3,750,200 | (3,750,200) | 0 | 2,219,650 | 5,032,322 |

  142. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | (1) Based on her age and tenure with the Company as of December 31, 2024, Ms. Capozzi is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Ms. Capozzi was not eligible for a 2024 annual cash incentive award. |

  143. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | Tilak Mandadi | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,500,000 | 1,500,000 | | Bonus(2) | 1,500,000 | 0 | 0 | 0 | 3,750,000 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 0 | 0 | 0 | 0 | 0 | | Value of RSUs | 4,477,643 | (4,477,643) | 0 | 2,610,802 | 4,477,643 | | Value of PSUs | 5,733,575 | (5,733,575) | 0 | 3,060,825 | 5,733,575 | | Benefits and Other | | | | | | | Health Insurance | 0 | 0 | 0 | 13,072 | 13,072 | | Total | 11,711,218 | (10,211,218) | 0 | 7,184,699 | 15,474,290 |

  144. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | (1) Based on his tenure with the Company as of December 31, 2024, Mr. Mandadi is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Mandadi’s base salary for the year ending December 31, 2024 and the applicable multiplier described above. |

  145. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | Prem S. Shah | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,650,000 | 1,650,000 | | Bonus(2) | 1,925,000 | 0 | 0 | 0 | 4,812,500 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 0 | 0 | 0 | 0 | 0 | | Value of RSUs | 1,663,489 | (1,663,489) | 0 | 1,324,928 | 1,663,489 | | Value of PSUs | 6,616,247 | (6,616,247) | 0 | 4,149,093 | 6,616,247 | | Benefits and Other | | | | | | | Health Insurance | 0 | 0 | 0 | 33,742 | 33,742 | | Total | 10,204,736 | (8,279,736) | 0 | 7,157,763 | 14,775,978 |

  146. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | (1) Based on his age as of December 31, 2024, Mr. Shah is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Shah’s base salary for the year ending December 31, 2024 and the applicable multiplier described above, with no pro-ration. |

  147. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    CVS Health Corporation and Ms. Lynch entered into the Karen Lynch Letter Agreement on October 17, 2024 in connection with her separation from the Company. The following table reflects additional payments and benefits that have been made to Ms. Lynch upon her departure from the Company and estimates of certain amounts that may be payable to Ms. Lynch in the future, subject to her ongoing compliance with the terms of the Karen Lynch Letter Agreement, which includes compliance with post-employment restrictive covenants. Ms. Lynch’s stock options, RSUs and PSUs are treated in accordance with the terms of the Karen Lynch Letter Agreement, whereby all of her outstanding and unvested equity awards will remain outstanding and continue to be eligible to vest following the Separation Date in accordance with their terms (without pro-ration) and any vested options will be exercisable (see Outstanding Equity Awards at Fiscal Year End), and shall otherwise remain subject to the applicable Equity Award Agreements.

  148. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | Karen S. Lynch | Termination without Cause or Constructive Termination without Cause Prior to CIC or Good Reason ($) | | Cash Severance Value | | | Cash Severance Payment(1) | 9,000,000 | | Bonus(2) | 2,383,562 | | Vesting (Forfeiture) of Equity | | | Value of Options(3) | 0 | | Value of RSUs(3) | 2,031,183 | | Value of PSUs(3) | 20,542,382 | | Benefits and Other | | | Benefit Payments(4) | 199,223 | | Advisory Fees(5) | 2,250,000 | | Security Services(6) | 56,610 | | Total | 36,462,960 |

  149. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After CIC

    | (1) Represents a cash severance payment pursuant to Ms. Lynch’s Employment Agreement. | | (2) Represents Ms. Lynch’s pro-rated annual incentive cash bonus amount at target, calculated using Ms. Lynch’s eligible earnings as of October 17, 2024. | | (3) Pursuant to the Karen Lynch Letter Agreement, in lieu of the treatment provided in the Karen Lynch Employment Agreement, her outstanding equity award agreements were amended such that all of her outstanding and unvested Company equity awards will remain outstanding and continue to be eligible to vest following the Separation Date in accordance with their terms (without pro-ration) and any vested options will be exercisable (as detailed in “Outstanding Equity at Fiscal Year-End”), and shall otherwise remain subject to the applicable equity award agreements. | | (4) Represents COBRA subsidy payments of $19,670 received by Ms. Lynch between the Separation Date and the end of her severance period and $179,553 in Company-paid life insurance premiums through the end of Ms. Lynch’s severance period. | | (5) Represents the advisory fees paid or payable to Ms. Lynch from the Separation Date through the six-month anniversary pursuant to the Karen Lynch Letter Agreement. | | (6) Represents costs associated with Company-provided security services provided to Ms. Lynch from the Separation Date through its six-month anniversary pursuant to the Karen Lynch Letter Agreement. |

  150. CEO Pay Ratio

    CEO Pay Ratio At CVS Health, we share a single, clear purpose: building a world of health around every consumer and connecting care so that it works for people wherever they are. We devote significant time and attention to the attraction, development, and retention of talent to deliver high levels of service to our customers. Our commitment to them includes a competitive rewards package and programs that support our colleagues in rewarding and fulfilling careers. We believe engaged colleagues produce stronger business results and are more likely to build a career with the Company. Each year we conduct 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 management identify areas where we can improve colleague experience. These surveys cover a broad range of topics including development and opportunities, recognition, performance, well-being, compliance, and continuous improvement. In 2024, we conducted engagement surveys in both April and September. More than 150,000 colleagues participated in each survey and overall engagement stayed consistent across surveys. We strive to invest in our colleagues at all levels of the Company by rewarding performance that balances risk and reward. We recognize how vital our colleagues are to our success and strive to offer comprehensive and competitive wages and benefits to meet the varying needs of our colleagues and their families. The benefits and programs include annual bonuses, 401(k) plans, stock awards, an employee stock purchase plan, health care and insurance benefits, paid time off, flexible work schedules, family leave, dependent care resources, colleague assistance programs and tuition assistance, among many others, depending on eligibility. As required by current SEC rules, we are disclosing the ratio of compensation of Mr. Joyner, our CEO who was appointed in October 2024 and who served in that position on December 31, 2024, to that of the employee whose annual compensation is the median of all our employees. We identified the new median employee by ranking the total compensation based on W-2 information for all employees, excluding Mr. Joyner, who were employed by the Company on December 31, 2024. The population of our more than 300,000 employees includes many part-time, temporary and seasonal workers. Adjustments were made to annualize the compensation of full-time employees who were not employed by the Company for the entire year. We did not apply any cost-of-living adjustments as part of the calculation. As permitted by SEC rules under the de minimis exception, we excluded 65 employees located outside the United States, who represented less than 5% of our total employees, as of December 31, 2024, as follows: Ireland (52), Canada (7), United Kingdom (3), United Arab Emirates (2) and Bermuda (1). Consistent with historical practice and as mentioned above, we excluded employees who joined CVS Health through businesses that we acquired during 2024. Using this methodology, our new median employee was determined to be a full-time employee. The annual compensation for our median employee in 2024 was $60,917, calculated in accordance with the rules applicable to the SCT which begins on page 83 of this proxy statement. The annual compensation for our median employee also includes the Company-paid portion of health benefits plus Company contributions to the 401(k) Plan, if applicable. As permitted by SEC rules, the Company elected to annualize the compensation of Mr. Joyner. To annualize Mr. Joyner’s compensation for 2024, the following adjustments were made:

  151. CEO Pay Ratio

    | • | his base salary was annualized to $1,500,000 (from the $1,103,495 reported in the SCT, which reflected his lower salary during the months prior to his promotion in October 2024); and | | • | his annual cash incentive would have been annualized as well, but Mr. Joyner chose to forego any bonus that would have been paid for the 2024 plan year. |

  152. CEO Pay Ratio

    No annualization was required for the other components of Mr. Joyner’s compensation.

  153. CEO Pay Ratio

    CEO Pay Ratio Therefore, for 2024, the annual total compensation for Mr. Joyner was $18,222,966, which is $414,174 higher than the amount shown in our SCT because of the inclusion of Company-paid medical benefits ($16,605) and the annualization of his salary, as noted above, which are not reflected in the SCT in accordance with SEC rules. The ratio of Mr. Joyner’s annual compensation to that of our median employee for 2024 is 299-to-1. Given the different methodologies that various public companies use to determine their estimates of pay ratio, including different methodologies, exclusions, estimates, and assumptions allowed under SEC rules, and different employment and compensation practices among companies, the ratio reported above should not be used as a basis for comparison between CVS Health and other companies.

  154. Pay Versus Performance

    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.

  155. Pay Versus Performance

    | | 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 |

  156. Pay Versus Performance

    | (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. |

  157. Pay Versus Performance

    | 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 | |

  158. Pay Versus Performance

    | (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. |

  159. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures

  160. Pay Versus Performance Relationship Disclosures

    | 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. |

  161. Adjusted EPS

    Adjusted EPS Adjusted EPS is calculated by dividing adjusted income attributable to CVS Health by the Company’s weighted average diluted shares outstanding. The Company defines adjusted income attributable to CVS Health as net income attributable to CVS Health (GAAP measure) excluding the impact of amortization of intangible assets and other items, if any, that neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, such as acquisition-related transaction and integration costs, restructuring charges, office real estate optimization charges, opioid litigation charges, gains/losses on early extinguishment of debt, losses on assets held for sale as well as the corresponding income tax benefit or expense related to the items excluded from adjusted income attributable to CVS Health. The following are reconciliations of net income attributable to CVS Health to adjusted income attributable to CVS Health and calculations of GAAP diluted EPS and Adjusted EPS for the years ended December 31, 2024 and 2023:

  162. Adjusted EPS

    | | Year Ended December 31, 2024 | | Year Ended December 31, 2023 | | | In millions, except for per share amounts | Total Company | Per Common Share | Total Company | Per Common Share | | Net income attributable to CVS Health (GAAP measure) | $4,614 | $3.66 | $8,344 | $6.47 | | Non-GAAP adjustments: | | | | | | Amortization of intangible assets(1) | 2,025 | 1.61 | 1,905 | 1.48 | | Net realized capital (gains) losses(2) | (117) | (0.09) | 497 | 0.38 | | Acquisition-related transaction and integration costs(3) | 243 | 0.19 | 487 | 0.38 | | Restructuring charges(4) | 1,179 | 0.93 | 507 | 0.39 | | Office real estate optimization charges(5) | 30 | 0.02 | 46 | 0.04 | | Opioid litigation charge(6) | 100 | 0.08 | — | — | | Gain on early extinguishment of debt(7) | (491) | (0.39) | — | — | | Loss on assets held for sale(8) | — | — | 349 | 0.27 | | Tax impact of non-GAAP adjustments(9) | (745) | (0.59) | (863) | (0.67) | | Adjusted income attributable to CVS Health | $6,838 | $5.42 | $11,272 | $8.74 | | Weighted average diluted shares outstanding | | 1,262 | | 1,290 |