Fernando Aguirre
CVS HEALTHAbout Fernando Aguirre
Fernando Aguirre (age 67) is an Independent Director of CVS Health, serving since November 2018; he is the former Chairman, President and CEO of Chiquita Brands International (2004–2012) and spent 23 years at Procter & Gamble in senior global roles. He holds a B.S. from Southern Illinois University, Edwardsville, and currently chairs CVS Health’s Audit Committee and serves on the Management Planning & Development (MP&D) Committee; the Board affirmed his independence in March 2025. His other public company directorships include Barry Callebaut AG (chair of its nomination and compensation committee) and Synchrony Financial (chair of its nominating and corporate governance committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chiquita Brands International, Inc. | Chairman, President & CEO | Jan 2004 – Oct 2012 | Led global consumer products company; extensive brand and international experience |
| The Procter & Gamble Company | President & GM P&G Brazil; President P&G Mexico; VP Global Snacks & U.S. Food; President Global Feminine Care | Began 1980; various roles | Deep operating, turnaround, brand management and international leadership experience |
| Aetna Inc. | Director | 2011 – 2018 (until merger closing with CVS) | Board service preceding CVS-Aetna transaction |
External Roles
| Company | Type | Role | Committee/Function |
|---|---|---|---|
| Barry Callebaut AG | Public | Director | Chair, Nomination & Compensation Committee |
| Synchrony Financial | Public | Director | Chair, Nominating & Corporate Governance Committee |
Board Governance
- Committee assignments: Audit Committee Chair; MP&D Committee member .
- Independence: Board determined Aguirre is independent (March 2025) .
- Attendance: Board average meeting attendance ~97% in 2024; committees met regularly, with independent directors holding executive sessions; Audit Committee met 10 times, MP&D met 7 times in 2024, with strong attendance at committee meetings (only two total absences across Audit members) .
- Audit Committee remit includes financial reporting integrity, external auditor oversight, ERM, cybersecurity and privacy, compliance, and enterprise resiliency .
Fixed Compensation
| Item | Amount | Structure/Notes |
|---|---|---|
| Non-Employee Director Annual Retainer (2024–2025 Board year) | $335,000 | Typically 75% paid in CVS stock, 25% cash (or up to 100% stock at director election); paid in May/Nov; no meeting fees; no extra pay for Executive Committee service . |
| Audit Committee Chair Retainer (2025–2026) | $30,000 | Increased from $25,000; paid at least 75% in stock . |
| Other Committee Chair Retainers (HS&T, MP&D, N&CG) (2025–2026) | $25,000 | Increased from $20,000; paid at least 75% in stock . |
| Lead Independent Director Retainer (2025–2026) | $50,000 | Paid at least 75% in stock . |
| Aguirre – 2024 Director Compensation | Cash fees: $90,016; Stock awards: $269,984; Total: $360,000 | Awards fully vested at grant; stock portions delivered in shares per retainer schedule . |
Performance Compensation
- CVS does not disclose performance-based pay elements (e.g., PSU metrics) for non-employee directors; director equity awards are fully vested at grant and structured to align interests via stock ownership, not performance formulas .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public board count | 2 other public boards (Barry Callebaut AG; Synchrony Financial), within CVS overboarding policy (generally max four public boards) . |
| Related party transactions | N&CG Committee reviewed and determined no reportable related person transactions for 2024 under the Related Person Transaction Policy, mitigating conflict risk . |
Expertise & Qualifications
- Skills highlighted by CVS: Business Operations; Corporate Governance & Sustainability; Finance; Health Care & Health Services; Regulated Industries .
- Rationale for Audit Chair role: Extensive public company CEO experience, global brand and operational expertise, and prior committee leadership on other boards .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Common Stock) | 37,555 shares; includes 668 shares held by spouse/adult children (disclaimed) . |
| Rights to acquire (options/RSUs counted as “rights”) | 0 . |
| Ownership % of outstanding | Less than 1% (“*”) . |
| Pledged shares | None indicated for Aguirre; Company notes shares listed are not pledged except as disclosed . |
| Director stock ownership guideline | Minimum 10,000 CVS shares within 5 years; Board states all directors who joined before 2020 are compliant; newer directors on track; guideline reinforces alignment . |
| Hedging/pledging policy | Insider trading policy prohibits pledging, short sales, options/derivatives, and hedging; requires pre-clearance; supports alignment and reduces risk . |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with broad financial, operational, and regulated industry experience; strong committee attendance culture; stock-heavy director pay and binding ownership guideline align interests .
- Alignment: 2024 compensation mix (predominantly stock), beneficial ownership above guideline threshold, and prohibition on hedging/pledging enhance shareholder alignment .
- Conflicts/Red flags: No 2024 related person transactions; overboarding policy observed (two other public boards); no pledging disclosed; no meeting fees or special committee pay that could distort incentives .
- Risk oversight: Chairs Audit Committee with remit over ERM, cybersecurity, privacy, compliance, and financial integrity—material to investor confidence given CVS’s complexity and regulatory exposure .
Overall signal: governance-positive due to independence, chairing a critical committee, and clear alignment via equity ownership and compensation structure; low observable conflict risk per disclosures .