Douglas H. Shulman

About Douglas H. Shulman

Douglas H. Shulman (age 57) is an independent director of CVS Health, appointed in November 2024, and serves on the Management Planning & Development (MP&D) Committee (the compensation committee) . He is Chairman and Chief Executive Officer of OneMain Holdings, Inc. (CEO since 2018; Chairman since 2021) and previously served as IRS Commissioner (2008–2012), Senior EVP and Executive Committee member at BNY Mellon, Senior Advisor at McKinsey & Company, and Vice Chairman/President at FINRA/NASD during its ownership of Nasdaq and the American Stock Exchange . He holds a B.A. from Williams College, an M.P.A. from Harvard Kennedy School, and a J.D. from Georgetown University . The Board determined in March 2025 that he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Management Planning & Development (MP&D) Committee (CVS’s compensation committee) .
• Independence: Board determined he is independent under NYSE standards in March 2025 .
• Attendance and engagement: The Board held 14 meetings in 2024; average director attendance ~97%. Due to his November 2024 election, he did not meet the 75% attendance threshold in 2024 (attended 1 of 2 eligible meetings) but the Board expects full attendance going forward .
• Years of service on this board: Director since November 2024 .
• Executive sessions: Independent directors regularly hold executive sessions at scheduled Board meetings .
• Overboarding limits: CVS policy generally limits directors to four total public company boards; his current public company roles (CVS + OneMain) are within policy .

Fixed Compensation (Director)

Notes:

• CVS pays non-employee directors primarily in stock: generally 75% of annual retainer in CVS shares and 25% in cash, paid in May and November; no meeting fees are paid .
• For full-year directors in 2024, grants equated to 4,384 shares ($251,250) and, if elected, 1,461 additional shares ($83,750) for all-stock election of cash retainer; awards are fully vested at grant (Shulman’s 2024 values were pro rata) .
• 2025–2026: Per-director retainer remains $335,000; Audit Chair retainer increases to $30,000; HS&T/MP&D/N&CG Chairs to $25,000; Lead Independent Director receives $50,000. At least 75% of each retainer will be in stock .

Performance Compensation (Director)

• CVS does not use performance-based metrics for director compensation; retainers (largely equity) are intended to align directors with shareholders. There are no meeting fees or performance bonuses for non-employee directors .

Other Directorships & Interlocks

• Current public company board: OneMain Holdings, Inc. (Chairman & CEO) .
• Activism/appointment context: On November 11, 2024 CVS entered into a non-disclosure agreement with Glenview Capital that included adding four directors (including Shulman) and nominating them for election; Glenview agreed to customary standstill and non-disparagement through the 2026 nomination window. The proxy states all were evaluated through the Board’s normal process .

Expertise & Qualifications

• Board-designated expertise: Business Development & Corporate Transactions; Finance; Public Policy & Government Affairs; Regulated Industries; Technology & Innovation .
• Education: B.A. (Williams College); M.P.A. (Harvard Kennedy School); J.D. (Georgetown University) .
• Rationale for MP&D seat: Experience managing large, complex organizations at the intersection of financial services, data, and technology; financial/risk management and human capital management experience .

Equity Ownership

Ownership alignment and guidelines:

• Directors must own at least 10,000 CVS shares within five years of election; directors paid largely in stock to facilitate compliance .
• The proxy notes that new directors, including Shulman, are on track to meet the guideline .

Governance Assessment

• Independence and committee role: Shulman is independent and sits on MP&D (compensation) Committee, bringing financial, regulatory, and human capital experience—useful for pay design and risk review .
• Alignment: Director pay is predominantly equity and subject to a 10,000-share ownership requirement within five years, supporting alignment with shareholders .
• Appointment dynamics: His November 2024 appointment followed an NDA with Glenview and a broader Board refresh; Glenview has a standstill, and the Board states all appointees went through its normal evaluation process—this suggests activist influence balanced by governance safeguards and may increase oversight intensity .
• Attendance: Initial 2024 attendance shortfall was due to timing of election (1 of 2 meetings), with expectation of full participation going forward—flag for follow-up in next proxy to confirm improved attendance .
• Conflicts/related parties: The N&CG Committee determined there were no reportable related person transactions in 2024—no red flags disclosed for Shulman .
• Overboarding/time commitment: CVS limits directors to ~4 public company boards; Shulman serves as a sitting public company CEO plus CVS directorship, which is within policy but warrants typical monitoring for time demands; no exceptions indicated .

RED FLAGS to monitor:

• Activist-linked appointment (NDA with Glenview) raises sensitivity to any perceived influence; standstill through 2026 nomination window mitigates risk .
• 2024 attendance shortfall (timing-related) should normalize; verify in subsequent disclosures .

Positive signals:

• Strong regulatory/technology/financial oversight background aligned with CVS’s risk and strategy needs .
• Stock-heavy director pay and explicit ownership guideline drive “skin in the game” .

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