C. David Brown II
CVS HEALTHAbout C. David Brown II
Independent director; age 73; CVS Health director since March 2007. Partner at Nelson Mullins Riley & Scarborough LLP (formerly Chairman of Florida-based Broad and Cassel prior to its August 2018 merger) and former member of Nelson Mullins’ executive committee through December 2021. Education: B.S.B.A., University of Florida; J.D., University of Florida College of Law. Current CVS Board roles: Chair, Management Planning & Development (MP&D) Committee; member, Nominating & Corporate Governance (N&CG) Committee. The Board has affirmatively determined Brown is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broad and Cassel (merged into Nelson Mullins) | Chairman | Mar 2000–Aug 2018 | Led firm; broad transaction expertise |
| Nelson Mullins Riley & Scarborough LLP | Partner; former Executive Committee member | Aug 2018–present; Exec Comm through Dec 2021 | Legal, health care, real estate transactions |
| Caremark Rx, Inc. | Director | Mar 2001–CVS-Caremark merger close | Became CVS director after merger close |
| Rayonier Advanced Materials Inc. | Lead Director | Until May 2020 | Board leadership at public company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Florida | Chairman, Board of Trustees | Not disclosed | Oversight of UF Health |
| Orlando Health (non-profit network) | Director; Executive Committee | Not disclosed | Health care governance exposure |
Board Governance
- Committee assignments: MP&D (Chair), N&CG member. The MP&D Committee oversees the company’s overall compensation structure, compensation risk assessment, and human capital oversight. The N&CG Committee oversees environmental sustainability, community engagement, corporate social responsibility, board composition, and related-person transactions policy.
- Attendance and engagement: Board met 14 times in 2024; average director attendance ~97%. With the exception of two directors elected very shortly before year-end meetings, each director nominee attended at least 75% of Board and committee meetings (Brown included). Independent directors regularly hold executive sessions.
- Independence: Board determined Brown is independent (March 2025 review).
- Workload context: In 2024, MP&D met 7 times; N&CG met 4 times; Audit 10; HS&T 4; Executive Committee 1.
- Leadership structure context: Executive Chair and Lead Independent Director roles updated in 2025 to enhance oversight; LID is Michael Mahoney.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned and Paid in Cash | 88,799 | Includes cash payments in lieu of fractional shares |
| Cash Fees Elected to be Paid in Stock | 0 | No election to convert cash to stock |
| Stock Awards | 266,201 | Fully vested at grant; annual director grant typically 4,384 shares valued ≈$251,250; chair retainers partly stock-based |
| All Other Compensation | — | None disclosed for directors |
| Total | 355,000 | Standard annual retainer structure with chair adders |
- Compensation structure: Non-employee directors receive annual retainers typically paid 75% in CVS stock and 25% in cash (or up to 100% stock at director’s election). No meeting fees; no extra 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% of retainers paid in stock.
Performance Compensation
| Performance-Linked Component (Directors) | Policy/Status | Evidence |
|---|---|---|
| Performance Stock Units (PSUs) | Not used for directors | Non-employee director comp is retainer-based equity/cash; no PSUs disclosed |
| Stock Options (Director) | Not used for directors | Director compensation tables show stock awards only; no options |
| Performance Bonuses | Not used for directors | Approach is retainers; no bonus plan for directors |
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| Current public boards | None | — | No other public company boards currently |
| Prior public boards | Rayonier Advanced Materials Inc. | Lead Director | Retired May 2020 |
| Prior public boards | Caremark Rx, Inc. | Director | Pre-merger with CVS |
- Interlocks/Conflicts: No disclosed interlocks with CVS competitors/suppliers; Board’s Related Person Transaction Policy is overseen by N&CG; N&CG determined no 2024 related-person transactions.
Expertise & Qualifications
- Skills matrix highlights: Business Development & Corporate Transactions; Corporate Governance & Sustainability; Health Care & Health Services; Public Policy & Government Affairs; Risk Management.
- Legal and health care experience: Broad background in large-scale corporate and real estate transactions; significant health care experience via UF Health oversight and Orlando Health board service.
- Education: B.S.B.A., University of Florida; J.D., University of Florida College of Law.
Equity Ownership
| Holding Type | Amount | Vesting/Distribution | Voting Rights |
|---|---|---|---|
| Deferred Director Units (lump-sum) | 75,176 | Distributable in a lump sum upon retirement/resignation | No current voting rights |
| Deferred Director Units (installments) | 7,776 | Distributable in installments beginning upon retirement/resignation | No current voting rights |
| Total Deferred Units (as of Mar 17, 2025) | 82,952 | — | No current voting rights |
| Deferred balance (as of Dec 31, 2024) | 81,978 | Includes dividend reinvestment shares | No current voting rights |
- Ownership guidelines: Directors must own ≥10,000 CVS shares within five years of election and retain for six months post-board service; all directors who joined prior to Jan 1, 2020 (including Brown) are in compliance.
- Pledging/Hedging: No pledging or hedging by Brown disclosed. Related-person transactions review found none in 2024.
Governance Assessment
- Effectiveness: As MP&D Chair, Brown sits at the center of compensation oversight, pay risk assessment, and human capital monitoring—key levers for investor alignment. Committee cadence (MP&D 7 meetings in 2024) suggests active oversight.
- Alignment: High equity component in director pay (≈75% stock) and deferred stock units support long-term alignment with shareholders; minimum share ownership guideline strengthens skin-in-the-game.
- Independence & conflicts: Board formally determined Brown is independent; no related-party transactions in 2024 under the RPT Policy (N&CG oversight). His law firm affiliation poses potential exposure but none reported; independence reaffirmed in March 2025.
- Engagement: Board attendance robust (≈97% average) and executives sessions in place; Brown met minimum attendance thresholds in 2024.
- Risk indicators and red flags:
- Mandatory retirement age proximity: Board guidelines prohibit nomination over age 74 absent waiver; Brown is 73—potential upcoming transition risk that could affect continuity in MP&D leadership.
- No overboarding concern: Brown currently has no other public company boards—low time-commitment risk.
- Compensation integrity: No meeting fees and stock-heavy retainers reduce optics of pay for attendance; 2025 increase in chair retainers reflects workload and market benchmarking; no director bonuses or option awards—low pay complexity risk.
- Implications for investor confidence: Brown’s long tenure and compensation chair role provide institutional memory and pay governance continuity; independence determinations and lack of related-party transactions mitigate conflict risk. Near-term succession planning for MP&D chair should be monitored given retirement-age policy.