Anne M. Finucane
CVS HEALTHAbout Anne M. Finucane
Anne M. Finucane (age 72) is an independent director of CVS Health, serving since January 2011. She currently sits on the Audit Committee, the Management Planning & Development (Compensation) Committee, and the Executive Committee, reflecting broad oversight influence. Her background includes serving as Vice Chairman of Bank of America, with deep experience in strategy, marketing, ESG and public policy; education: B.A., University of New Hampshire. The Board affirmed her independence in March 2025; she attended at least 75% of Board/committee meetings in 2024 as part of an average ~97% attendance across the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corporation | Vice Chairman | Jul 2015 – Dec 2021 | Led ESG, sustainable finance, capital deployment, public policy; established and co-chaired Sustainable Finance Committee (including $1T environmental business initiative) |
| Bank of America | Global Chief Strategy & Marketing Officer | 2006 – Jul 2015 | Strategic positioning; consumer strategy and marketing leadership |
| Bank of America | Northeast Market President | 2004 – Jul 2015 | Regional leadership; stakeholder engagement |
| Bank of America Europe | Chairman of the Board | Jul 2018 – Dec 2022 | European governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rubicon Carbon (TPG portfolio company) | Chair of the Board | Since Nov 2022 | Carbon credit firm; governance and climate market oversight |
| TPG Climate Rise Fund | Senior Advisor | Since Sep 2022 | Advises across climate sub-sectors |
| Williams-Sonoma, Inc. | Director | Current | Public company directorship |
Board Governance
- Committee assignments: Audit; Management Planning & Development (MP&D); Executive Committee; not designated an Audit Committee Financial Expert (ACFE) though she is a member. Current Audit Committee ACFE designees are Aguirre, Balser, Robbins, Sansone (and previously Schapiro).
- Independence: Board determined Ms. Finucane is independent (Mar 2025).
- Attendance and engagement: Board average 2024 attendance ~97%; all nominees met ≥75% attendance except two directors elected in Nov 2024 (not including Finucane).
- Tenure on CVS Board: Director since Jan 2011.
- Executive Committee membership: Member; Executive Committee met as needed and may exercise many Board powers between meetings. No additional compensation for Executive Committee roles.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $83,750 | Directors may elect cash or stock for cash portion; retainers are paid semi-annually (May/Nov). |
| Equity (stock awards) | $251,250 | Director equity fully vested at grant; 4,384 shares granted for 12‑month retainer (approx. $251,250 at grant). |
| Total 2024 | $335,000 | CVS targets ~75% of non‑employee director pay in stock; no meeting fees. |
| 2025–2026 structure (context) | $335,000 per director retainer unchanged; Chair retainers raised (Audit to $30k; HS&T/MP&D/N&CG to $25k); LID retainer $50k; ≥75% stock-based. | Applies to Board year beginning 2025; not specific to Finucane unless serving in those roles. |
Director stock ownership guideline: minimum 10,000 CVS shares within five years; each director has timely attained, new appointees on track.
Performance Compensation
| Item | Details |
|---|---|
| Performance-based metrics | None for non‑employee directors; equity awards are fully vested at grant and not contingent on performance metrics. |
| Options | No option awards disclosed for directors in 2024. |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Williams-Sonoma, Inc. | Public | Retail; no CVS related‑party transactions disclosed. |
| Rubicon Carbon (TPG portfolio) | Private | Climate/credits; no CVS related‑party transactions disclosed. |
| TPG Climate Rise Fund | Private/advisory | Advisory role; no CVS related‑party transactions disclosed. |
Related-party transactions: Nominating & Corporate Governance Committee determined no reportable related person transactions in 2024.
Independence reiterated: Ms. Finucane deemed independent; Ms. Norwalk was the only non-independent new director due to expert witness engagements (not applicable to Finucane).
Expertise & Qualifications
- Skills cited by CVS: Business development & corporate transactions; corporate governance & sustainability; public policy & government affairs; regulated industries; risk management.
- Sector experience: Highly regulated financial services; consumer strategy/marketing; ESG leadership including leading a $1 trillion environmental business initiative at Bank of America.
- Committee suitability: Background supports roles on Audit and MP&D through risk, governance, and capital deployment experience (not designated as ACFE).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common stock beneficially owned (3/17/2025) | 28,964 shares | 8,964 shares held in a revocable trust (co‑trustee with spouse); 20,000 shares in a grantor retained annuity trust (spouse sole trustee). |
| Rights to acquire (Deferred Director Units) | 12,318 units | Distributable on/after retirement; no current voting rights. |
| Total beneficial incl. rights | 41,282 | Less than 1% of shares outstanding. |
| Shares pledged | None (except as otherwise noted; none noted for Finucane). | |
| Deferred balance (12/31/2024) | 12,173 deferred shares (incl. dividends) | Separate disclosure date; aligns with rights to acquire growth by 3/17/2025. |
| Ownership guideline status | In compliance; directors must own ≥10,000 shares within 5 years. |
Additional Compliance/Insider Trading Note
| Item | Detail |
|---|---|
| Section 16(a) reporting | One Form 4 for Ms. Finucane (a November 2022 gift to a donor-advised family foundation) was filed in March 2025 due to an administrative error; otherwise, 2024 director/officer filings were timely based on company review. |
Governance Assessment
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Strengths for investor confidence
- Long-tenured independent director with deep governance, risk, and public policy experience; sits on Audit (financial oversight) and MP&D (executive pay/governance) committees, and Executive Committee, signaling high board influence.
- Strong alignment: majority of director compensation in stock (2024: ~$251k in stock vs ~$84k cash), and she exceeds the 10,000-share ownership guideline; no pledging disclosed.
- Independence affirmatively determined in 2025; no related-person transactions disclosed for 2024; attendance threshold met alongside Board’s ~97% average.
-
Watch items / potential red flags
- Not designated an Audit Committee Financial Expert while serving on the Audit Committee (others on the committee carry ACFE designation). Not a standalone red flag but relevant for committee capability mix.
- A late Form 4 for a 2022 charitable gift was filed in 2025 due to administrative error; minor compliance optics issue but not indicative of trading concerns.
-
Net view
- Governance profile shows robust independence, meaningful equity alignment, and active committee participation (Audit, MP&D, Executive). Lack of related-party exposure and adherence to ownership guidelines support investor confidence, while committee ACFE coverage by other members mitigates potential expertise gaps.