Guy P. Sansone
CVS HEALTHAbout Guy P. Sansone
Guy P. Sansone, age 60, is an independent director of CVS Health and serves on the Audit Committee, where he is designated an Audit Committee Financial Expert; he joined the CVS Board in November 2024 and holds a B.S. from the University at Albany, SUNY . His background spans healthcare operating leadership and financial advisory work, including founding and leading H2 Health and earlier chairing Alvarez & Marsal’s Healthcare Industry Group, bringing deep health services and finance expertise to CVS’s board oversight . The Board affirmed his independence in March 2025, and he met the Company’s attendance expectations following his appointment; overall director attendance averaged ~97% in 2024 and, aside from two directors elected very shortly before year-end, each nominee attended at least 75% of eligible meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H2 Health | Co‑Founder, Chairman & CEO | February 2020–present | Leads regional physical rehabilitation and clinician staffing company; brings operating and healthcare services insight to CVS oversight |
| Alvarez & Marsal (Healthcare Industry Group) | Managing Director; Chairman; Group founder | 2004–before February 2020 | Turnaround/performance improvement across large enterprises; finance and audit committee experience relevant to CVS |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Pediatrix Medical Group, Inc. | Director | Public company | Healthcare physician services |
| Longevity Health Plans | Director | Private | Specialized Medicare Advantage plan |
| Carisk Partners | Director | Private | Risk transfer/care coordination |
| Ovation Healthcare | Director | Private | Hospital management/advisory |
| ChenMed | Director | Private | Medical centers operator |
| Magellan Healthcare (former) | Director | Former public company role | Served on audit and compliance committees |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert; not a committee chair .
- Independence: Board determined Sansone is independent (March 2025) .
- Attendance and engagement: Overall 2024 director attendance ~97%; other than two directors elected immediately before year-end, each nominee attended ≥75%—Sansone met threshold post‑election .
- Tenure: CVS Board director since November 2024 .
- Board context: He was one of four directors appointed on November 17, 2024 following discussions with Glenview; he was appointed directly to the Audit Committee at that time .
- Audit Committee operations: 10 meetings in 2024; members met with management and Ernst & Young, oversaw ERM, cybersecurity, compliance, and financial reporting .
Fixed Compensation
| Component | 2024 (Partial Year) | 2025–2026 Board Year |
|---|---|---|
| Annual Board retainer ($) | $167,500 total (joined Nov 2024) | $335,000 per director |
| Cash portion ($) | $41,880 | Typically 25% cash (director may elect up to 100% stock) |
| Stock awards ($) | $125,620; fully vested at grant | Typically 75% stock (paid in two installments) |
| Meeting fees | None | None |
| Executive Committee fees | None (no additional compensation) | None (no additional compensation) |
| Committee chair fees (if applicable) | N/A (not a chair) | Audit Chair $30,000; HS&T/MP&D/N&CG Chairs $25,000; LID $50,000 |
Performance Compensation
| Element | Detail |
|---|---|
| Performance‑based bonus | None for non‑employee directors |
| Option awards | None disclosed for non‑employee directors |
| Equity vesting conditions | Director stock awards are fully vested at grant |
| Clawback/disgorgement policies | MP&D oversees recoupment policies generally; no specific director clawback disclosed |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company board | Pediatrix Medical Group, Inc. |
| Activist/Investor involvement | CVS entered an NDA with Glenview on Nov 11, 2024; Board size increased by four and the Company agreed to nominate Norwalk, Robbins, Sansone, and Shulman; Glenview agreed to standstill/non‑disparagement until near the 2026 nomination window . |
| Audit Committee composition | Sansone and Robbins both serve on Audit; Robbins is Glenview’s CEO—activist presence on Audit raises oversight optics, though both are designated financial experts . |
Expertise & Qualifications
- Skills: Business operations, finance, health care and health services, technology and innovation; senior leadership track record .
- Audit credentials: Designated Audit Committee Financial Expert; extensive healthcare finance/advisory background .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 8,360 shares (as of March 17, 2025) |
| Percent of outstanding | Less than 1% |
| Pledged shares | None indicated for Sansone |
| Ownership guideline | Must own ≥10,000 shares within five years of election; directors paid 75% of retainer in stock to aid compliance |
| Compliance status | On track to meet guideline (Balser, Norwalk, Kirby, Sansone, Shulman noted) |
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert designation; deep healthcare operating and financial advisory experience aligned to CVS’s health services and risk oversight needs; Audit Committee structure robust with ERM/cyber/privacy oversight .
- Alignment: Director pay is largely equity‑based (typically 75%), awards fully vested at grant, and mandatory 10,000‑share guideline supports shareholder alignment; Sansone currently holds 8,360 shares and is on track to reach the threshold within five years .
- Attendance/engagement: Board‑wide attendance ~97% and nominees, including Sansone, met ≥75% threshold (with exceptions limited to two late‑elected directors) .
- Watch items/RED FLAGS:
- Activist‑driven appointments via Glenview NDA place both Sansone and Glenview’s CEO (Robbins) on the Audit Committee—while independence was affirmed, investors should monitor for perceived influence on audit oversight and capital allocation decisions .
- Multiple external healthcare board roles increase potential for perceived conflicts if CVS enters transactions with those entities; CVS’s Related Person Transaction Policy reported no related‑party transactions in 2024, and ongoing committee review mitigates risk—continue monitoring disclosures .
- Ownership guideline shortfall until 10,000 shares are reached; trajectory is “on track” but remains a near‑term alignment milestone .
Overall, Sansone adds healthcare operator/finance rigor to CVS’s Audit oversight with formal independence and strong committee credentials; governance optics from activist‑linked board refresh warrant continued attention, but current policies (independence determinations, RPT screening, equity‑heavy director pay, ownership guidelines) support alignment and board effectiveness .