Jeffrey R. Balser, M.D., Ph.D.
CVS HEALTHAbout Jeffrey R. Balser, M.D., Ph.D.
Jeffrey R. Balser is an independent director of CVS Health, age 63, serving since September 2022. He is President and Chief Executive Officer of Vanderbilt University Medical Center (VUMC) and Dean of Vanderbilt University School of Medicine; he is a member of the National Academy of Medicine’s governing council, with prior public company board service at Varian Medical Systems (2018–2021) . At CVS, he chairs the Health Services & Technology (HS&T) Committee, is a member of the Audit Committee (designated an Audit Committee Financial Expert) and sits on the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems, Inc. (public) | Director | Oct 2018 – Apr 2021 | Oncology devices; public company board experience relevant to CVS’s health technology oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanderbilt University Medical Center | President & CEO | 2009–present (CEO since 2016) | Oversight of quality, compliance and financials; health IT leadership; precision genomics programs |
| Vanderbilt University School of Medicine | Dean | 2008–present | Academic leadership; integration of informatics and personalized medicine |
| National Academy of Medicine | Governing Council member | Current | National health policy and governance exposure |
| Tulane University; Nashville Health Care Council | Board roles (non-public) | Not specified | Broader health system and policy network (as of 2023 proxy) |
Board Governance
- Committee assignments: HS&T Committee Chair since Sep 2024; Audit Committee member; Executive Committee member .
- Independence: Board determined Dr. Balser is independent (2025 annual review) .
- Attendance: Total director attendance ~97%; besides two newly elected directors missing late-year meetings, all nominees attended ≥75% of meetings; HS&T met 4 times in 2024 with 100% attendance among members, indicating strong engagement from the Chair .
- HS&T scope: Oversees patient safety, clinical practices, health equity, technology and digital strategy (including responsible AI), and risk areas in health services; activities in 2024 covered biosimilars, GLP-1s, drug shortages, and digital engagement, aligning with Balser’s expertise .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual retainer – Cash ($) | $55,906 | $83,778 | $87,097 |
| Annual retainer – Stock awards ($) | $167,427 | $217,722 | $261,236 |
| Total non-employee director compensation ($) | $223,333 (pro rata) | $301,500 (10% one-time reduction) | $348,333 (includes pro rata HS&T Chair fee) |
| Director Compensation Structure | FY 2022 | FY 2023 | FY 2025 |
|---|---|---|---|
| Per-director annual retainer ($) | $335,000 (75% stock/$251,250; 25% cash/$83,750) | $301,500 (one-time 10% reduction; stock $217,750; cash/stock $83,750) | $335,000 (≥75% stock; remainder cash/stock) |
| HS&T Committee Chair retainer ($) | $20,000 | $20,000 | $25,000 |
| Audit Committee Chair retainer ($) | $25,000 | $25,000 | $30,000 |
| MP&D Committee Chair retainer ($) | $20,000 | $20,000 | $25,000 |
| N&CG Committee Chair retainer ($) | $20,000 | $20,000 | $25,000 |
| Lead Independent Director retainer ($) | N/A | N/A | $50,000 |
| Meeting fees | None | None | None |
Performance Compensation
- Directors at CVS do not receive options or performance-based equity; the annual stock retainer is granted as fully vested shares, with optional deferral and dividend reinvestment, and no meeting fees are paid .
- Share counts for standard grants: 2022 – 2,605 shares ($251,250) and 868 shares ($83,750) if cash retainer taken in stock; 2023 – 3,146 shares ($217,750) and 1,209 shares ($83,750); 2024 – 4,384 shares ($251,250) and 1,461 shares ($83,750) .
- Governance signal: Board voluntarily reduced non-employee director pay by 10% for FY 2023, reflecting responsiveness to stockholder feedback tied to opioid settlements .
| Annual Stock Grant Mechanics | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Standard stock retainer shares | 2,605 (value $251,250) | 3,146 (value $217,750) | 4,384 (value $251,250) |
| Cash retainer taken in stock (optional) | 868 (value $83,750) | 1,209 (value $83,750) | 1,461 (value $83,750) |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None currently | — | CVS lists no other current public company directorships for Dr. Balser . |
| Varian Medical Systems (prior) | Director | Ended with acquisition by Siemens Healthineers in Apr 2021 . |
| Governance committees at CVS | Audit (Financial Expert); HS&T Chair; Executive | No MP&D compensation committee interlocks reported for the committee (general disclosure) . |
Expertise & Qualifications
- Health care delivery leadership, risk oversight, and financial stewardship through VUMC’s separation and operations; physician-scientist background in pharmacogenomics and precision medicine; extensive health IT leadership .
- Board skills matrix highlights Finance, Health Care & Health Services, Regulated Industries, Risk Management, and Technology & Innovation for Balser .
Equity Ownership
| Metric | FY 2024 |
|---|---|
| Beneficial ownership (common shares) | 5,093 (less than 1%) |
| Rights to acquire (options/RSUs within 60 days) | 0 |
| Pledged as collateral | None (proxy states none pledged) |
| Director stock ownership guideline | Minimum 10,000 shares within 5 years; Balser on track to meet guideline |
| Guideline context (2025) | 10,000 shares; value $666,500 at $66.65; Balser on track to comply |
Governance Assessment
- Strengths: Independent director; designated Audit Committee Financial Expert; chairs HS&T with 100% committee meeting attendance in 2024; expertise tightly aligned to CVS’s clinical quality, safety, and technology agenda .
- Alignment: Director compensation is majority equity (≥75% in stock) and subject to share ownership guidelines (10,000 shares in 5 years); Balser is progressing toward guideline compliance; no share pledging disclosed .
- Conflicts: Board’s RPT review determined no reportable related person transactions for 2024; while Balser leads VUMC, the proxy does not disclose CVS transactions with VUMC, and independence was affirmed in 2025 .
- Committee independence consideration: HS&T includes one non-independent member (Norwalk) due to expert witness engagement, but Balser remains independent and Chair, supporting oversight integrity .
- Shareholder engagement: Board directed outreach to 32 holders (57% of outstanding), meeting 19 holders (46%), with governance and compensation topics discussed—indicative of active board responsiveness .
RED FLAGS: None identified for Balser specifically in the latest proxy (no related-party transactions, no pledging, independent status maintained). Monitor for any future CVS–VUMC dealings under the Related Person Transaction Policy to preclude perceived conflicts .