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Composition
Chair C. David Brown,
Member Fernando Aguirre,
Member Anne Finucane
Member Michael F. Mahoney
Member Douglas H. Shulman
Download Nominating and Corporate Governance Committee Charter
CVS HEALTH CORPORATION
A Delaware corporation
(the "Company")
Management Planning and Development Committee Charter
Approved as of March 21, 2024
Purpose
The Management Planning and Development Committee (the “Committee”) was created by the Board of Directors of the
Company (the “Board”) to:
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oversee the Company’s compensation and benefits policies generally;
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evaluate the performance of the Company’s Chief Executive Officer (the “CEO”),
executive officers, and other designated officers (the “designated officers”);
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in consultation with the other independent directors of the Company, oversee and set compensation for
the Company’s CEO;
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oversee and set compensation for the Company’s designated officers;
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review and recommend to the Board compensation (including equity-based
compensation) for the Company’s non-employee directors; and
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prepare the compensation committee report to be included in the Company’s annual proxy statement.
Membership
The Committee shall consist of at least three members, comprised solely of independent directors meeting the
independence requirements of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission
(the “SEC”) as promulgated from time to time for membership on a company’s compensation committee. Furthermore,
at least two members of the Committee shall qualify as “non-employee” directors under Rule 16b-3 promulgated
under the Securities and Exchange Act of 1934. The Nominating and Corporate Governance Committee shall recommend
nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee
members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and
Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chair of the
Committee.
Procedures
The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this
charter, but not less frequently than four times a year. The Chair of the Committee, in consultation with the
other Committee members, shall determine the frequency and length of the committee meetings and shall set
meeting agendas consistent with this charter.
The Committee shall maintain minutes of its meetings and make available copies of such minutes to the Board. The
Secretary of the Company shall maintain copies of all minutes as permanent records of the Company. No executive
should attend that portion of any meeting where such executive’s performance or compensation is discussed,
unless specifically invited by the Committee.
Authority
General
The Committee has the sole authority to retain and terminate any advisor, including any legal counsel, accountant or
compensation consultant, that the Committee may consider necessary, without conferring with or obtaining the
approval of management or the full Board. The Committee has the sole authority to approve all of such advisors’
fees and other retention terms, and shall have available appropriate funding from the Company. The Committee
shall take into account the independence of advisors in a manner consistent with any applicable requirements of
the NYSE, as well as any other criteria it deems appropriate. The Committee is directly responsible for the
appointment, compensation and oversight of any such advisor’s work.
Delegation
The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and
in the best interests of the Company.
The Committee may delegate to the Chair of the Committee or, in his or her absence, to one or more of its other
members, the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the
Company under such of the Company’s incentive compensation or other equity-based plans as the Committee deems
appropriate and in accordance with the terms of such plans.
The Committee may delegate its authority hereunder relating to compensation practices for employees other than
executive officers and directors, to the extent it deems appropriate and consistent with law and customary
practice, and may otherwise fully delegate authority relating to matters it deems to be ministerial.
Responsibilities
In addition to any other responsibilities that may be assigned from time to time by the Board, the Committee is
responsible for the following matters:
Compensation and Benefits Policies
• The Committee shall review the Company’s compensation and benefits policies generally, including any incentive
compensation plans and equity-based plans of the Company (subject, if applicable, to stockholder ratification).
In reviewing such compensation and benefits policies, the Committee may consider the recruitment, development,
promotion, retention and compensation of senior executives and other employees of the Company and any other
factors that it deems appropriate, including
compensation of senior executives at peer companies. The Committee shall report the results of such review and any
action it takes with respect to the Company’s compensation and benefits policies to the Board.
Recoupment Policy
• The Committee shall approve, or recommend to the Board for approval, the creation or revision of any recoupment
policy allowing the Company to recoup compensation paid to current and/or former employees, if and as the
Committee determines to be necessary or appropriate, or as required by applicable law or NYSE requirements, and
oversee the application of any such recoupment policy, to the extent set forth therein.
Executive Compensation
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The Committee shall review and determine the designated officers of the Company from time to time.
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The Committee shall review and approve for each of the designated officers of the Company, and in
coordination with the other independent directors of the Company, shall review and approve for
the CEO, his or her (i) annual base salary level, (ii) annual incentive compensation, (iii)
long-term incentive compensation, (iv) employment, severance and change-in-control agreements,
if any, and (v) any other compensation, ongoing perquisites or special benefit items. In so
reviewing and approving executive compensation, the Committee shall, among other things:
- identify, review and approve corporate goals and objectives relevant to executive compensation,
including those relevant to the compensation of the CEO;
- in coordination with the other independent directors of the Company, evaluate the CEO’s performance
in light of such goals and objectives and set the CEO’s compensation based on such evaluation
and such other factors as the Committee deems appropriate and in the best interests of the
Company (including the cost to the Company of such compensation);
- evaluate each designated officer’s performance in light of such goals and objectives and set each
designated officer’s compensation based on such evaluation and such other factors as the
Committee deems appropriate and in the best interests of the Company (including the cost to the
Company of such compensation);
- in coordination with the independent directors of the Company, determine any long- term incentive
component of the CEO’s compensation taking into account awards given to the CEO in past years,
the Company’s performance, shareholder returns, the value of similar incentive awards at
comparable companies and such other factors as the Committee deems appropriate and in the best
interests of the Company (including the cost to the Company of such compensation);
- determine any long-term incentive component of each designated officer’s compensation based on
awards given to such executive in past years, the Company’s performance, shareholder return and
the value of similar incentive awards relative to such targets at comparable companies and such
other factors as the Committee deems appropriate and in the best interests of the Company
(including the cost to the Company of such compensation);
- review external surveys and compensation studies to assess the competitiveness of compensation for
designated senior executives, including the identification of peer companies that should be used
for purposes of determining competitive compensation packages for designated senior executives;
and
- to the extent applicable, certify that performance goals and objectives for performance-based
compensation have been satisfied.
Director Compensation
The Committee shall review the compensation arrangements (including equity-based compensation) for the Company’s
directors. Changes in Board compensation, if any, should come at the recommendation of the Committee, but with
full discussion and approval by the Board.
Stock Ownership Guidelines
The Committee shall review, at least annually, compliance with the Company’s stock ownership guidelines by the
Company’s directors and executive officers, and shall review the Company’s stock ownership guidelines from time
to time as the Committee deems necessary or appropriate, and recommend any proposed changes to the Board.
Say on Pay Votes
The Committee shall review the results of the Company’s advisory stockholder votes on executive compensation (“Say on
Pay Votes”) and the frequency of Say on Pay Votes, as well as the results of other Company stockholder votes
with respect to compensation-related matters, to determine any appropriate response, outreach, disclosure or
other action.
Human Capital Management
The Committee shall review and discuss with management or other committees of the Board the Company’s strategies,
initiatives and programs relating to human capital management, including with respect to attracting, developing,
retaining and motivating management and employees, workplace diversity and inclusion initiatives and progress,
employee relations and workplace safety and culture.
Disclosure
The Committee shall prepare the Compensation Committee Report required by SEC rules to be included in the Company’s
annual proxy statement. The Committee shall review and discuss the Company’s Compensation Discussion and
Analysis as required by SEC rules
(“CD&A”) with management and provide a recommendation to the Board regarding the inclusion of the CD&A within
the Company’s proxy statement.
Risk Assessment
The Committee shall review and assess risks arising from the Company’s compensation policies and practices for its
employees and whether any such risks are reasonably likely to have a material adverse effect on the Company.
Reporting to the Board
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The Committee shall report to the Board periodically and at least annually. These reports shall
include a review of any recommendations or issues that arise with respect to Company
compensation and benefits policies, executive compensation and any other matters that the
Committee deems appropriate or is requested to be included by the Board. In addition, the
Committee shall, in consultation with the other independent directors of the Company, evaluate
and then present its evaluation of the performance of the senior management of the Company to
the full Board.
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At least annually, the Committee shall evaluate its own performance and the Chair of this Committee
shall report to the Board on such evaluation.
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The Committee shall periodically review and assess the adequacy of this charter and recommend any
proposed changes to the Board for approval.