Amy L. Compton-Phillips
CVS HEALTHAbout Amy L. Compton-Phillips
Amy L. Compton-Phillips, M.D., was appointed Executive Vice President and Chief Medical Officer (CMO) of CVS Health effective May 19, 2025, reporting to the CEO . She previously served as Chief Physician Executive at Press Ganey, and as President and Chief Clinical Officer at Providence Health & Services; earlier in her career, she held roles of increasing responsibility at Kaiser Permanente (1985–2007) . Dr. Compton-Phillips holds a B.A. from Johns Hopkins University and an M.D. from the University of Maryland School of Medicine; she is a board‑certified internist . As context, CVS Health delivered $372.8B in revenue and $9.1B in operating cash flow in 2024, aligning the enterprise to long‑term operational and financial initiatives prior to her arrival .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Press Ganey | Chief Physician Executive | — | Led performance improvement initiatives; directed patient care programs . |
| Providence Health & Services | President and Chief Clinical Officer | — | Responsible for clinical operations and value outcomes across hospitals and clinics . |
| Kaiser Permanente | Physician and leadership roles of increasing responsibility | 1985–2007 | Built foundation in integrated care delivery and physician leadership . |
External Roles
| Organization | Role | Committee/Notes |
|---|---|---|
| None disclosed by CVS Health at appointment | — | No public company directorships disclosed in appointment materials . |
Fixed Compensation
- CVS did not disclose Dr. Compton-Phillips’ base salary, target bonus, or initial equity grant terms at appointment; her appointment was reported under Item 7.01 (Reg FD) rather than Item 5.02 (Compensatory Arrangements) of Form 8‑K . The 2025 proxy covers 2024 NEOs and predates her hire, so it contains no individual compensation detail for her .
Performance Compensation
Program design for CVS executive officers (applicable to ELT and NEOs) that will govern grants during her tenure:
- Annual cash incentive (MIP)
- Metrics and mechanics:
- 80% Financial: MIP Adjusted Operating Income; 20% Customer Experience (NPS) .
- Individual Performance Modifier: 0–120%; Workforce Modifier for senior leaders: 0 to –10% downward only; payout capped at 200% of target .
- Metrics and mechanics:
- Long-term incentives (standard ELT mix effective 2024 and maintained for 2025): 60% PSUs, 20% RSUs, 20% stock options .
- PSUs: Three-year performance period; 70% cumulative Adjusted EPS; 30% Strategic Scorecard (three strategic metrics: Medicare 4+ Stars %, CostVantage commercial adoption %, customers with ≥2 offerings %), with a relative TSR modifier of ±25% (no upward modifier if absolute TSR is negative); one-year post‑vesting holding period on net shares .
- RSUs: Time-based vesting in four equal annual installments beginning on the first anniversary of grant .
- Stock options: Vest in four equal annual installments; 10‑year term; granted at fair market value (premium-priced options used for select one-time awards only) .
Table: Executive incentive structure (program-level)
| Element | Metric | Weighting | Target/Mechanics | Payout Rules |
|---|---|---|---|---|
| MIP | MIP Adjusted Operating Income | 80% | Annual goal-setting by MP&D; aligned to current business conditions . | Capped at 200%; subject to individual modifier (0–120%) and downward-only workforce modifier (0 to –10%) . |
| MIP | Customer Experience (NPS) | 20% | Annual enterprise NPS . | As above . |
| PSUs (3-year) | Cumulative Adjusted EPS | 70% | 3-year cumulative EPS goal; threshold 80%, max 120% of target . | 0–200% payout, adjusted by rTSR ±25% (no upward if absolute TSR negative); one‑year holding period . |
| PSUs (3-year) | Strategic Scorecard | 30% | 3 metrics (Medicare Stars %, CostVantage %, customers with ≥2 offerings %), each weighted 10% with thresholds/targets/max . | Included in 0–200% PSU range; rTSR modifier applies . |
| RSUs | Time-based | 20% of LTI mix | 4-year ratable vesting; dividend equivalents only on vest . | Forfeitable if employment/conditions not met . |
| Stock Options | Time-based | 20% of LTI mix | 4-year ratable vesting; 10-year term; FMV strike . | Value only if share price > strike . |
Equity Ownership & Alignment
- Beneficial ownership (Section 16): As of an amended Form 3 filed Nov 7, 2025, Dr. Compton-Phillips reported 35 shares of CVS common stock held indirectly via a living trust; no derivative securities were reported in the filing .
- Stock ownership guidelines:
- CVS requires ELT and corporate-level executive vice presidents/senior vice presidents to meet stock ownership guidelines within five years; NEO multiples are 7x base salary for CEO and 4x for other NEOs; unvested RSUs count, while unearned PSUs and unexercised options do not .
- Anti-pledging/hedging: CVS policy prohibits pledging, short sales, and hedging transactions; Section 16 officers’ trades must be pre-cleared and are limited to open windows or 10b5‑1 plans per company guidelines .
- Vesting/holding features promoting alignment:
- RSUs vest over four years; stock options vest over four years; PSUs use a three‑year performance period plus a one-year post‑vesting hold on net shares .
Employment Terms
- Appointment and role: Board appointed Dr. Compton-Phillips EVP & CMO effective May 19, 2025, succeeding the prior CMO who moved to President, Health Care Delivery in Nov 2024 .
- Compensatory arrangements: The 8‑K disclosed her appointment under Reg FD; no individual salary, target bonus, sign‑on, or equity award terms were disclosed at that time .
- Company-wide severance and CIC framework:
- Executive severance policy caps any new cash severance above 2.99x salary+target bonus absent shareholder approval; standard executive severance plan provides 1.5x base salary; change‑in‑control agreements provide 1.5x base salary plus target bonus (double-trigger), with a broad anti‑gross‑up policy (limited relocation exception) .
- CVS requires restrictive covenant agreements for equity recipients; the company’s practice includes non‑compete and non‑solicitation provisions; for example, the CFO’s agreement includes 18‑month post‑employment non‑compete/non‑solicit .
- Clawbacks/recoupment:
- Dodd‑Frank clawback policy (covers current/former Section 16 officers, fault‑agnostic, three-year lookback on erroneously awarded incentive pay upon restatement) sits atop CVS’s broader Recoupment Policy (misconduct, inaccurate calculations, or reputational damage; allows full award recovery; public disclosure of executive recoupments) .
- Insider trading controls: Pre‑clearance for Section 16 officers; blackout windows; prohibition on pledging, short sales, options/derivatives, and hedging; robust 10b5‑1 plan governance .
Performance & Track Record
- Public statements: In Sept 2025, as CMO, Dr. Compton-Phillips publicly advocated preventive vaccinations and expanded testing/treatment access through CVS Pharmacy and MinuteClinic, aligning clinical leadership with retail delivery initiatives .
- Company performance context: In 2Q25, CVS revenue rose 8.4% y/y to $98.9B; adjusted operating income rose 1.7%; operating income included $833M of litigation charges; management also highlighted leadership additions, including Dr. Compton‑Phillips, as part of execution focus .
Compensation Governance Signals
- Program evolution: In 2024 CVS updated the ELT equity mix (60% PSUs/20% RSUs/20% options), introduced a three‑year cumulative Adjusted EPS PSU design and a Strategic Scorecard (Stars ratings, CostVantage adoption, cross‑sell), reduced PSU post‑vest holding to one year, and retained the rTSR modifier—changes maintained for 2025 .
- Say‑on‑Pay outcomes: Support improved to ~85% in 2024 from 80% in 2023, with investors supportive of leadership-transition awards and alignment to stockholder experience (relative TSR) .
Investment Implications
- Alignment: Heavy PSU weighting with a three‑year horizon, stringent clawbacks, anti‑pledging/hedging, and ownership guidelines (4x salary for non‑CEO NEOs; ELT/SVPs subject to guidelines) indicate strong pay‑for‑performance alignment that should extend to the CMO role .
- Retention risk: RSUs (20% of LTI) and one‑year post‑vesting PSU holding period improve retention/stability for new leaders; lack of disclosed sign‑on equity for the CMO limits visibility on vesting cliffs and potential selling pressure near vest dates .
- Selling pressure: Reported beneficial ownership of 35 shares (indirect) is de minimis; no Form 4 sales were identified, suggesting negligible near‑term insider selling pressure specific to Dr. Compton‑Phillips based on current disclosures .
- Governance and investor support: Strong say‑on‑pay support (~85%) and explicit severance caps (≤2.99x without shareholder approval) reduce governance overhang, while clinical leadership focus aligns with CVS’s integrated care strategy .
Note: Individual cash/equity grant terms, severance multiple, and CIC specifics for Dr. Compton‑Phillips were not disclosed as of her appointment 8‑K and are expected to appear in subsequent filings (e.g., 2026 proxy) .
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