8-KLeadership ChangesExhibits & Filings

CVS HEALTH Corp 8-K Report, Executive Changes (Nov 6, 2009)

Filed November 6, 2009For Securities:CVS

Summary

This 8-K filing from CVS Caremark Corporation (now CVS Health) primarily announces significant changes in its senior financial leadership. Effective January 1, 2010, David M. Denton will be promoted to Executive Vice President and Chief Financial Officer, succeeding David B. Rickard who is retiring. The filing also details Mr. Denton's new compensation package, which includes an increased salary, annual cash incentive targets, equity awards, and participation in the Long-Term Incentive Plan. Additionally, Laird K. Daniels has been appointed as the new Senior Vice President, Controller and Chief Accounting Officer, with his compensation and a new equity award also outlined. The report also notes the upcoming retirement of Howard A. McLure, Executive Vice President and President of Caremark Pharmacy Services, with the CEO Thomas M. Ryan stepping in on an interim basis.

Key Highlights

  • 1David M. Denton appointed Executive Vice President and Chief Financial Officer, effective January 1, 2010, replacing retiring CFO David B. Rickard.
  • 2Mr. Denton's new compensation includes a $550,000 annual salary, 115% target annual cash incentive, and $1,250,000 annual equity target for 2010.
  • 3Laird K. Daniels promoted to Senior Vice President, Controller and Chief Accounting Officer, effective January 1, 2010.
  • 4Mr. Daniels' compensation includes a $350,000 annual salary, 55% target annual cash incentive, and significant equity awards, including a Partnership Equity Program (PEP) award.
  • 5Howard A. McLure, Executive Vice President and President of Caremark Pharmacy Services, will retire on November 27, 2009.
  • 6Thomas M. Ryan, Chairman, President and CEO, will serve as interim President of Caremark Pharmacy Services.
  • 7The filing includes an attached Early Retirement Agreement between CVS Caremark and David B. Rickard.

Frequently Asked Questions

David M. Denton has been appointed as the new Executive Vice President and Chief Financial Officer, effective January 1, 2010. He replaces David B. Rickard, who is retiring.

Mr. Denton's compensation package for his new role includes an increased annual salary of $550,000, a target annual cash incentive of 115% of his salary, an annual equity target of $1,250,000 (composed of stock options and restricted stock units), and participation in the Long-Term Incentive Plan with a target payout of $900,000 for the 2010-2012 award cycle.

Yes, Laird K. Daniels has been promoted to Senior Vice President, Controller and Chief Accounting Officer, effective January 1, 2010. Additionally, Howard A. McLure, Executive Vice President and President of Caremark Pharmacy Services, will retire on November 27, 2009, with CEO Thomas M. Ryan serving as interim president.

Mr. Daniels received a $50,000 PEP award. Upon its exercise on January 4, 2010, he can purchase $50,000 worth of CVS Caremark stock. Subject to his purchase, he will receive an equivalent number of matching restricted stock units vesting in five years, and options to purchase ten times the number of RSUs vesting over three years.