Brian O. Newman
CVS HEALTHAbout Brian O. Newman
Brian O. Newman, age 56, was appointed Executive Vice President and Chief Financial Officer of CVS Health, effective May 12, 2025, after serving as CFO of UPS (2019–May 2024) and 26 years at PepsiCo in senior finance, strategy and global operations roles; he holds a BS in Foreign Service (Georgetown) and an MBA (NYU Stern) and currently serves on Colgate-Palmolive’s Board and Georgetown’s Board of Regents . As context for compensation alignment, CVS delivered $372.8B revenue and ~$9.1B operating cash flow in 2024, while the 2022 PSU cycle paid 0% (below-threshold EPS), and the pay-versus-performance table shows CVS’s $100 TSR value of 70.41 in 2024 versus peer group 146.87, underscoring a heightened pay-for-performance posture .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Parcel Service (UPS) | Executive Vice President & Chief Financial Officer | 2019–May 2024 | Helped lead the company through the COVID-19 period; responsible for strategic financial leadership and capital markets |
| PepsiCo, Inc. | Senior finance, strategy and operations roles; EVP Global Operations; Chief Strategy Officer | 26 years (tenure disclosed) | Led global operations (supply chain, procurement, security, ERM, transformation) and corporate strategy across regions |
| PaineWebber | Investment banker (career start) | 1990 (start date disclosed) | Early capital markets experience prior to PepsiCo |
External Roles
| Organization | Role | Committees/Focus | Status |
|---|---|---|---|
| Colgate-Palmolive Company | Director | Audit; Personnel & Organization | Current (as of 2025) |
| Georgetown University | Board of Regents | Governance and alumni engagement | Current |
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Base salary | $1,000,000 | Annualized base salary |
| Target annual bonus (MIP) | 150% of base salary | Pro-rated for 2025 |
| Target annual equity | $7,000,000 | 60% PSUs, 20% RSUs, 20% stock options (2025 design) |
| Sign-on award | None | No sign-on grant or cash bonus |
Performance Compensation
Long-term PSUs (program design applicable to CFO in 2025)
| Metric | Weight | Target framework | Vesting / Holding | rTSR modifier |
|---|---|---|---|---|
| Cumulative Adjusted EPS (2024–2026 PSU template) | 70% | Minimum $21.65; Target $26.79–$27.33; Maximum $32.47 | 3-year cliff vest; 1-year post-vesting holding on net shares | ±25% vs selected peer group; no upward modifier if absolute TSR is negative |
| Strategic Scorecard (three metrics) | 30% | 10% each: 4+ Star Medicare %; Commercial members on CVS CostVantage; customers with ≥2 CVS offerings (targets withheld during open cycle) | 3-year cliff vest; 1-year post-vesting holding on net shares | ±25% vs peer group; cap remains 200% even with modifier |
Annual Cash (MIP) structure (program design)
| Element | Design | Notes |
|---|---|---|
| Corporate performance metrics | Adjusted Operating Income and Net Promoter Score (NPS) | 2024 corporate funding outcome was 32.4% (context for pay-for-performance) |
| Formula and caps | Target % × eligible earnings × corporate factor × individual modifier (0–120%) × downward workforce modifier (0 to –10%); cap at 200% | Workforce modifier evolved in 2024; standard program applies to executives |
Equity vesting schedules (program terms)
| Instrument | Vesting and term | Notes |
|---|---|---|
| RSUs | Four substantially equal annual installments beginning on first anniversary | Dividend equivalents accrue and pay only on vest |
| Stock options | Four substantially equal annual installments; 10-year term; FMV strike | Value only if stock appreciates above grant price |
| PSUs | Single vest at end of 3-year period; 1-year post-vest holding | Performance-based payout 0–200% plus rTSR modifier constraints |
Equity Ownership & Alignment
| Policy / Practice | Requirement / Status | Notes |
|---|---|---|
| Executive stock ownership guidelines | CFO must maintain ownership equal to 4x salary within five years of becoming an executive officer | Unvested RSUs count; options and unearned PSUs do not count |
| Anti-pledging / anti-hedging | Pledging, margin purchases, short sales, and hedging are prohibited | Senior executives may use 10b5-1 plans subject to strict guidelines |
| Grant timing & process | Annual equity grants approved in Jan/Feb and granted Apr 1; off-cycle grants only on preset quarter-end dates | Exercise prices at or above market; blackout timing controls; anti-timing safeguards |
Note: The 2025 proxy’s beneficial ownership table (as of March 17, 2025) does not list Mr. Newman, consistent with his appointment occurring in April/May 2025; future filings should disclose his holdings after appointment .
Employment Terms
| Term | Details |
|---|---|
| Effective date and transition | Appointed CFO effective May 12, 2025; served as CFO Designate from April 21, 2025 |
| Restrictive covenants | Non-compete and non-solicitation for 18 months post-employment |
| Change-in-control agreement | Entered CVS customary CIC agreement; double-trigger equity vesting; cash severance generally at 1.5x salary and 1.5x target bonus plus pro‑rated bonus |
| Clawbacks and recoupment | Dodd-Frank compliant clawback for Section 16 officers; broader misconduct recoupment and restrictive covenant forfeiture |
| Severance plan (non-CIC) | Up to 18 months of base salary paid semi-monthly for termination without cause/constructive termination (subject to RCA compliance) |
Investment Implications
- Alignment and incentives: Newman’s package is heavily at-risk with a $7M target equity mix (60% PSUs, 20% RSUs, 20% options), a 150% target bonus, and no sign-on cash—indicating high linkage to long-term performance (cumulative Adjusted EPS, strategic scorecard, rTSR) and stock appreciation-driven value creation .
- Retention and selling pressure: RSUs and options vest over multiple years; PSUs vest post 3-year performance with a 1-year holding period, and pledging/hedging are prohibited—reducing near-term selling pressure and reinforcing retention and alignment .
- Risk controls and severance economics: Double-trigger CIC with equity acceleration at target and 1.5x salary + 1.5x target bonus cash safety net balance retention with stockholder alignment; non-compete/non-solicit of 18 months mitigates transition risk in adverse scenarios .
- Program pay-for-performance context: CVS’s 2022 PSU paid 0% and 2024 MIP funded at 32.4% amid 2024 revenue of $372.8B and TSR underperformance versus peers, suggesting tighter payout outcomes unless targets are met—important for projecting CFO incentive realizations .