| Item 2.02 | Results of Operations and Financial Condition. |
The information set forth under Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 18, 2024, CVS Health Corporation (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed J. David Joyner as President and Chief Executive Officer of the Company, effective as of October 17, 2024. Karen S. Lynch ceased to serve as President and Chief Executive Officer of the Company and resigned as a member of the Board on the same day. In connection with Mr. Joyner’s appointment as President and Chief Executive Officer of the Company, the Board appointed Mr. Joyner as a member of the Board and the Executive Committee of the Board.
Effective October 17, 2024, the Board has also appointed current Chairman Roger N. Farah as Executive Chairman of the Board.
Immediately prior to his appointment as President and Chief Executive Officer, Mr. Joyner, age 60, served as the Executive Vice President and President of Pharmacy Services of the Company since January 2023. Mr. Joyner previously served as the Company’s Executive Vice President – Sales and Account Services, CVS Caremark from March 2011 through December 2019. Mr. Joyner has served as a Strategic Business Advisor to gWell, Inc., a wellness technology company, since July 2021, an Advisor to Podimetrics Inc., a health care company focused on the identification and treatment of diabetic foot ulcers, since September 2020, and as a member of the Advisory Council to the Rawls College of Business of Texas Tech University since July 2020. Mr. Joyner formerly served as an Advisor to EQRx, a biopharmaceutical company that aimed to develop and sell lower-cost versions of existing drugs, from November 2020 until January 2023, and as a Special Advisor to BCBS Association, a national federation of independent and locally operated Blue Cross and Blue Shield companies, from February 2022 through October 2022. He also was a member of the boards of directors of HomeFree Pharmacy Services from June 2021 until January 2023 and of Panther Specialty Pharmacy from July 2022 until January 2023. Mr. Joyner holds a bachelor’s degree in finance from The Rawls College of Business at Texas Tech University. Mr. Joyner has no family relationship to the Company nor to any of its directors or executive officers, and there are no transactions in which Mr. Joyner has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Joyner and any other person pursuant to which Mr. Joyner was appointed as an officer or a director of the Company.
In connection with Ms. Lynch’s departure, she will be eligible to receive the separation benefits applicable upon a “qualifying event” (not in connection with a change in control) under her amended and restated employment agreement with the Company, dated November 5, 2020, 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 performance stock unit 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. In connection with her departure, the Company and Ms. Lynch entered into a letter agreement (the “Lynch Letter Agreement”) setting forth the foregoing benefits and the agreement with Ms. Lynch 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 will receive a monthly advisory fee of $375,000 and continued Company-provided security services. The Company and Ms. Lynch have 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.
