J. Scott Kirby
CVS HEALTHAbout J. Scott Kirby
J. Scott Kirby (age 57) is an independent director of CVS Health, appointed in October 2023. He is CEO and a board member of United Airlines Holdings, Inc., with prior senior leadership roles at United Airlines, American Airlines, and US Airways, and holds a B.S. from the U.S. Air Force Academy and an M.S. from George Washington University. At CVS, he serves on the Health Services & Technology (HS&T) and Nominating & Corporate Governance (N&CG) Committees; the Board affirmed his independence in March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Airways | President | Sep 2006 – Dec 2013 | Led operations through merger with American Airlines |
| American Airlines | President | Dec 2013 – Aug 2016 | Responsible for operations, marketing, sales, alliances, network planning, revenue management |
| United Airlines | President | Aug 2016 – May 2020 | Senior operational leadership |
| United Airlines Holdings, Inc. | Chief Executive Officer; Board Member | Since May 2020 | Serves on Executive Committee and Finance Committee of UAL Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines Holdings, Inc. | CEO; Board Member | May 2020 – present | Executive Committee; Finance Committee |
| SONIFI Solutions (private) | Director | Not disclosed | Technology/services platforms |
| Star Alliance Chief Executive Board | Chairman | Not disclosed | Global airline alliance of 26 members |
| International Air Transport Association (IATA) | Board of Governors – Member | Not disclosed | Global airline trade association |
| U.S. Air Force Academy Foundation | Board of Directors – Member | Not disclosed | Non-profit foundation governance |
Board Governance
- Committee assignments: HS&T and N&CG (independent member) .
- Independence status: Affirmed independent (March 2025) .
- Committee activity and attendance (2024):
- HS&T: 4 meetings; members included Balser (Chair), DeCoudreaux (ind.), Kirby (ind.), Norwalk (not independent); each member attended all meetings while a member .
- N&CG: 4 meetings; members were Mahoney (Chair), Brown, DeCoudreaux, Kirby; each member attended all meetings while a member .
- Committee meeting counts in 2024: Audit (10), HS&T (4), Management Planning & Development (MP&D) (7), N&CG (4), Executive Committee (0) .
- Related Person Transactions oversight: N&CG reviewed policy and determined no 2024 transactions constituted reportable related person transactions .
Fixed Compensation
| Component (2024) | Amount ($) | Details |
|---|---|---|
| Fees Earned and Paid in Cash | 27 | Includes cash in lieu of fractional shares |
| Cash Fees Elected to be Paid in Stock | 83,750 | 1,461 shares valued ≈ $83,750 at grant |
| Stock Awards (Annual Retainer) | 251,223 | 4,384 shares valued ≈ $251,250 at grant; fully vested at grant |
| All Other Compensation | — | Not disclosed |
| Total | 335,000 | Standard non‑employee director retainer |
- 2025–2026 director pay structure: Per‑director retainer remains $335,000; Chair retainers raised to $30,000 (Audit) and $25,000 (HS&T, MP&D, N&CG); Lead Independent Director receives $50,000; at least 75% of retainers are stock‑based, remainder paid in cash or stock .
Performance Compensation
| Performance Metric Application to Director Pay | Status |
|---|---|
| Performance‑based metrics (e.g., revenue, EBITDA, TSR) | None disclosed for non‑employee directors; director stock awards are fully vested at grant |
Other Directorships & Interlocks
| Company | Role | Interlocks / Potential Conflicts |
|---|---|---|
| United Airlines Holdings, Inc. | CEO; Board Member | No CVS‑disclosed related party transactions in 2024; Kirby remains independent under SEC/NYSE standards |
| Other public company boards | None besides UAL | N/A |
Expertise & Qualifications
- Director qualification highlights include: Business development and corporate transactions; Finance; Public policy and government affairs; Regulated industries; Technology and innovation .
- Relevance to CVS: Experience implementing strategic priorities and oversight in technology/digital innovation and responsible AI; HS&T topics in 2024 included biosimilars, GLP‑1, shortages, patient safety, responsible AI, digital engagement, data cloud .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 8,566 shares | Less than 1% of common stock; no pledges indicated |
| Director stock ownership guideline | 10,000 shares minimum | Attain within 5 years; Kirby is on track to meet requirement |
| Pledging/Hedging policy | Prohibited | Insider trading policy bans pledging, margin purchases, short sales, and hedging; pre‑clearance required |
Insider Trades (Section 16 Filings)
| Date | Form | Transaction | Shares | Price ($) | Ownership After | Source |
|---|---|---|---|---|---|---|
| 2023‑10‑02 | Form 4 | Award (retainer stock) | 299 | 69.82 | 299 (direct) | |
| 2024‑11‑25 | Form 4 | Award (retainer stock) | Not disclosed in summary | — | — | |
| 2025‑05‑15 | Form 4 | Award (retainer stock) | 2,769 | 60.47 | 11,335 (direct) |
Note: Director retainer stock awards are typically recorded as code “A” and fully vested at grant under the company’s plan .
Governance Assessment
- Committee effectiveness: Kirby sits on two governance‑critical committees (HS&T and N&CG) with perfect 2024 attendance and active oversight of safety, clinical effectiveness, responsible AI, sustainability, political spending, and board evaluation—supporting board fluency in regulated health services and emerging technologies .
- Independence and conflicts: Board determined Kirby is independent; N&CG found no related person transactions in 2024; insider policy prohibits pledging/hedging, and none of Kirby’s shares were indicated as pledged—limiting alignment risks. Potential time‑commitment risk as a sitting CEO, but no CVS‑specific conflicts disclosed .
- Ownership alignment: Kirby holds 8,566 shares and is on track to meet the 10,000‑share director guideline within the five‑year window; director pay mix is predominantly stock‑based (≥75%), reinforcing alignment, though awards are not performance‑conditioned .
- Compensation structure signals: Retainer is stable ($335k), with increased chair/LID premia; director stock awards fully vest at grant (no performance metrics), which is typical for directors but limits pay‑for‑performance linkage. No meeting fees; no Executive Committee compensation .
- RED FLAGS: None disclosed regarding related‑party transactions, pledging/hedging, or attendance; performance‑conditioning absent for director equity is standard practice but reduces pay‑for‑performance sensitivity .