Alecia A. DeCoudreaux
CVS HEALTHAbout Alecia A. DeCoudreaux
Alecia A. DeCoudreaux (age 70) is an independent director of CVS Health, serving since March 2015. She is President Emerita of Mills College at Northeastern University and a former Eli Lilly executive; her education includes a B.A. from Wellesley College and a J.D. from Indiana University’s Maurer School of Law, with core credentials in corporate governance, health services, public policy, regulated industries, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mills College (now Mills College at Northeastern University) | President; later President Emerita | President July 2011–June 2016 | Led a liberal arts institution; governance and community leadership |
| Eli Lilly and Company | VP & Deputy General Counsel, Specialty Legal Team | 2010–2011 | Senior legal leadership in pharma; regulated industry expertise |
| Eli Lilly and Company | VP & General Counsel, Lilly USA | 2005–2009 | Oversight of U.S. legal function; compliance and risk management |
| Eli Lilly and Company | Secretary & Deputy General Counsel | 1999–2005 | Corporate governance, board support, regulatory compliance |
| Eli Lilly and Company | Executive Director, Lilly Research Labs; Director of Federal Government Relations; Director of State Government Relations; Director of Community Relations | Various (30-year career) | Health policy, government affairs, community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parnassus Funds / Parnassus Income Funds | Lead Independent Trustee and Chair of Board of Trustees | Current | ESG-integrated investment funds; public registered investment company oversight |
Board Governance
- Committee assignments: Health Services & Technology (HS&T) Committee member; Nominating & Corporate Governance (N&CG) Committee member .
- Independence: Board determined Ms. DeCoudreaux is independent (March 2025) .
- Attendance: HS&T met 4 times in 2024 and each member attended all meetings; N&CG met 4 times and each member attended all meetings; overall director meeting attendance averaged ~97% .
- Years of service: Director since March 2015 .
| Governance Item | Detail |
|---|---|
| HS&T Committee meetings (2024) | 4; all members attended all meetings |
| N&CG Committee meetings (2024) | 4; all members attended all meetings |
| Board attendance (2024) | ~97% average; each nominee ≥75% except two newly elected directors due to timing |
| Independence status | Independent director |
| Current board roles | HS&T; N&CG; Independent |
| Director since | March 2015 |
Fixed Compensation
- Structure: Annual non‑employee director retainer typically paid 75% in CVS stock and 25% in cash; paid in May and November installments; no meeting fees; no additional pay for Executive Committee service .
- 2025–2026 updates: Per‑director retainer remains $335,000; Chair retainers increased to $30,000 (Audit) and $25,000 (HS&T, MP&D, N&CG); Lead Independent Director receives $50,000; at least 75% stock-based .
- 2024 mix and amounts for Ms. DeCoudreaux: $83,750 cash fees; $251,250 stock awards (fully vested at grant); total $335,000 .
| Non‑Employee Director Compensation – 2024 | Amount ($) |
|---|---|
| Fees Earned and Paid in Cash | 83,750 |
| Stock Awards (fully vested at grant) | 251,250 |
| Total | 335,000 |
No meeting fees and no extra pay for Executive Committee or special committees; retainers are paid at least 75% in stock to align interests .
Performance Compensation
- Director equity awards are fully vested at grant; there are no performance metrics (e.g., PSUs) tied to director compensation at CVS .
| Performance Metric | Applicability to CVS Directors | Notes |
|---|---|---|
| PSU / rTSR modifiers | Not applicable | Director stock awards are fully vested at grant |
| Cash bonus tied to targets | Not applicable | Non‑employee directors receive retainers, not performance bonuses |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Parnassus Funds / Parnassus Income Funds | Lead Independent Trustee and Chair | No related person transactions reported for 2024 at CVS; N&CG oversees RPT policy |
- Overboarding: CVS policy generally limits service to four total public company boards; Ms. DeCoudreaux’s “Other Public Company Boards” count is 1, within policy .
Expertise & Qualifications
- Skills matrix highlights: Corporate Governance & Sustainability; Health Care & Health Services; Public Policy & Government Affairs; Regulated Industries; Risk Management .
- Experience includes 30+ years in pharmaceutical industry legal/government roles and academic leadership, aligning with CVS’s regulated health services oversight needs .
Equity Ownership
- Stock ownership guidelines: Non‑employee directors must own at least 10,000 shares within five years; all directors who joined prior to Jan 1, 2020 are in compliance (Ms. DeCoudreaux joined in 2015) .
- Beneficial ownership (as of March 17, 2025): Common stock 2,970; rights to acquire 35,349 (deferred shares/units); total 38,319; none of the listed shares are indicated as pledged .
| Ownership Metric (as of Mar 17, 2025) | Amount |
|---|---|
| Common Stock | 2,970 |
| Rights to Acquire Beneficial Ownership (e.g., deferred shares/units) | 35,349 |
| Total Beneficial Ownership | 38,319 |
| Deferred Stock Balance (as of Dec 31, 2024) | 34,934 shares |
| Pledged as Collateral | None indicated |
| Ownership Guideline (10,000 shares) | Directors who joined before 2020 are in compliance |
Governance Assessment
- Board effectiveness: Active participation and full committee meeting attendance; independence affirmed; aligns with oversight needs in health services, risk, and governance .
- Pay alignment: Heavy equity component (75%) and fully vested stock awards support alignment; no meeting fees; retainer structure updated with modest chair/LID retainers, maintaining stock emphasis .
- Ownership alignment: Holds deferred shares and beneficial ownership; compliance with director ownership guidelines (pre‑2020 cohort) signals alignment; no pledged shares disclosed .
- Conflicts and related‑party exposure: N&CG oversees RPT policy; Board reported no 2024 related person transactions—no specific conflicts involving Ms. DeCoudreaux disclosed .
- Shareholder sentiment: Company‑level say‑on‑pay approval improved to ~85% in 2024 (from 80% in 2023), indicating constructive investor engagement; committee reviews director compensation .
Red flags:
- None disclosed specific to Ms. DeCoudreaux: independence affirmed; attendance strong; no pledging; no related‑party transactions reported for 2024 .
Overall implication: Ms. DeCoudreaux’s legal/pharma/government background, committee service (HS&T, N&CG), strong attendance, and equity‑heavy pay and ownership profile support investor confidence in board oversight of regulated health services and governance. Lack of disclosed conflicts and adherence to ownership guidelines further reduce governance risk .