8-KLeadership ChangesRegulation FDExhibits & Filings

CVS HEALTH Corp 8-K Report, Executive Changes (Apr 8, 2025)

Filed April 8, 2025For Securities:CVS

Summary

CVS Health Corporation (CVS) has announced significant leadership changes through an 8-K filing. Brian O. Newman has been appointed as the new Executive Vice President and Chief Financial Officer (CFO), effective May 12, 2025. Mr. Newman brings extensive financial and operational experience from his previous roles at United Parcel Service (UPS) and PepsiCo, Inc., positioning him to lead the company's financial strategy. Concurrently, Thomas F. Cowhey, the outgoing CFO, will transition to a Strategic Advisor role, ensuring a smooth handover of responsibilities. In addition to the CFO appointment, CVS Health also appointed Amy L. Compton-Phillips, M.D., as Executive Vice President and Chief Medical Officer, effective May 19, 2025. These executive appointments signal a strategic refresh within the company's leadership. Furthermore, CVS Health anticipates meeting or exceeding its previously issued financial guidance for the full year 2025, based on year-to-date results through February, although final first-quarter closing procedures could lead to adjustments.

Key Highlights

  • 1Brian O. Newman appointed as Executive Vice President and Chief Financial Officer (CFO), effective May 12, 2025.
  • 2Mr. Newman has a strong financial background, previously serving as CFO of UPS and holding various finance roles at PepsiCo.
  • 3Thomas F. Cowhey transitions from CFO to Strategic Advisor to the President and CEO, aiding in the CFO transition.
  • 4Amy L. Compton-Phillips, M.D., appointed as Executive Vice President and Chief Medical Officer, effective May 19, 2025.
  • 5CVS Health expects to meet or exceed its full-year 2025 financial guidance, based on preliminary year-to-date results.
  • 6Mr. Newman's compensation package includes a $1.0 million base salary, a target annual bonus of 150% of base salary, and $7.0 million in target annual equity awards.
  • 7The company has entered into a customary change-in-control agreement and a restrictive covenant agreement with Mr. Newman.

Frequently Asked Questions

Brian O. Newman has been appointed as the new Executive Vice President and Chief Financial Officer (CFO) of CVS Health. His appointment is effective May 12, 2025. He will serve as CFO Designate from April 21, 2025, until his official start date.

Based on financial results through February 2025, CVS Health currently expects to meet or exceed its previously issued guidance for the full year 2025. However, the company notes that final results for the first quarter of 2025 are not yet complete and the full-year outlook could change.

Mr. Newman will receive an annualized base salary of $1.0 million. He is also eligible for an annual bonus plan with a target of 150% of his base salary. His target annual equity award compensation is $7.0 million for 2025, consisting of performance stock units, restricted stock units, and stock options.

Thomas F. Cowhey, the current Executive Vice President and Chief Financial Officer, will transition from his role as CFO on May 12, 2025. He will continue with the company as a Strategic Advisor to the President and Chief Executive Officer, assisting with the CFO transition and other duties until his eventual departure from CVS Health.