Larry M. Robbins
CVS HEALTHAbout Larry M. Robbins
Larry M. Robbins (age 55) is an Independent Director of CVS Health, appointed in November 2024, and serves on the Audit Committee. He is Founder, CEO and Portfolio Manager of Glenview Capital Management; prior roles include six years as analyst/partner at Omega Advisors and three years at Gleacher & Co. He holds a B.S. from the University of Pennsylvania and is designated by the Board as an Audit Committee Financial Expert, reflecting deep finance and health care expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glenview Capital Management, LLC | Founder, CEO & Portfolio Manager | Founded in 2000; ~30 years as portfolio manager | Advises public companies on financial reporting/controls, capital allocation/markets, governance and strategy |
| Omega Advisors | Analyst & Partner (U.S. equity long/short team) | 6 years (pre-2000) | Sell-side/hedge fund analytics and investment leadership |
| Gleacher & Company | M&A Advisory | 3 years (pre-Omega) | Transaction analysis and corporate advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Butterfly Network, Inc. (public) | Lead Independent Director & Director | Since 2021 | Medical digital imaging; current other public company board for Robbins |
| Together Education | Chairman of the Board | Not specified | Non-profit education engagement |
| Relay Graduate School of Education | Board Member | Not specified | Non-profit governance |
| Robin Hood Foundation | Board Member | Not specified | Non-profit governance |
| Zearn | Board Member | Not specified | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee member; Board-designated Audit Committee Financial Expert; Audit Committee met 10 times in 2024, with robust responsibilities across financial reporting, internal audit, auditor oversight, risk, cybersecurity, privacy, legal/regulatory compliance, and regular executive sessions with EY and management .
- Independence: The Board (March 2025) determined Robbins is independent under SEC/NYSE rules and CVS categorical standards; independence standards are published in Corporate Governance Guidelines .
- Board attendance: Board held 14 meetings in 2024; average director attendance ~97%; independent directors hold regular executive sessions. Two directors elected in November 2024 (Norwalk, Shulman) did not reach 75% due to timing; no such exception disclosed for Robbins .
- Overboarding policy: CVS limits service to four total public company boards and restricts audit committee service to prevent overboarding .
- Director election results (2025 Annual Meeting): Robbins received 1,005,043,459 votes For, 7,441,109 Against, 1,538,683 Abstain; quorum 1,125,353,195 shares present .
Fixed Compensation
- Structure: Non-employee director compensation is primarily equity-based (typically 75% stock / 25% cash, paid in May and November; directors may elect up to 100% stock and may defer shares with dividend reinvestment; no meeting fees) .
- 2025–2026 Board year: Per-director retainer $335,000; Chair retainers increased to Audit $30,000 and HS&T/MP&D/N&CG $25,000; Lead Independent Director retainer $50,000; at least 75% of retainers in stock .
| Item | Amount | Details |
|---|---|---|
| 2024 Fees Elected to be Paid in Stock (Cash portion in stock) | $41,875 | Pro rata for Nov 2024 start; directors may elect cash portion in stock |
| 2024 Stock Awards (fully vested at grant) | $125,625 | Fully vested upon grant; pro rata shares granted in November |
| 2024 Total Director Compensation | $167,500 | Pro rata for portion of 2024–2025 Board year served |
| 2025–2026 Annual Retainer | $335,000 | At least 75% stock; cash remainder or stock at election |
| Chair Retainers | $30,000 (Audit); $25,000 (HS&T/MP&D/N&CG) | Effective 2025–2026 Board year |
| Lead Independent Director Retainer | $50,000 | Effective 2025–2026 Board year |
Performance Compensation
| Metric Category | Disclosure |
|---|---|
| Performance-based metrics tied to director pay | Not applicable – non-employee director compensation comprises fixed retainers in cash/stock; no performance metrics disclosed |
| Option awards/PSUs for directors | Not disclosed for non-employee directors; stock awards are fully vested retainer shares, not performance-conditioned |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Butterfly Network, Inc. | Lead Independent Director & Director | Not disclosed in CVS proxy | No interlocks with CVS competitors/suppliers disclosed |
| Glenview–CVS NDA (context) | — | — | CVS entered an NDA with Glenview on Nov 11, 2024; Board increased by four and appointed Norwalk, Robbins, Sansone, Shulman; Glenview agreed to standstill and non-disparagement until 30 days prior to 2026 nomination window. Potential influence noted; mitigated by standstill |
Expertise & Qualifications
- Recognized seasoned investor with deep health care industry expertise; extensive knowledge of financial accounting; valued for Audit Committee service .
- Audit Committee Financial Expert designation; financially literate and independent under SEC/NYSE rules .
- Education: B.S., University of Pennsylvania .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 12,324,799 | Consists primarily of shares held for Glenview funds; Robbins shares voting/dispositive power and may be deemed beneficial owner |
| Rights to Acquire Beneficial Ownership | 2,968 | As reported; typically deferred or equivalent instruments |
| Total Beneficial Ownership | 12,327,767 | Sum of common + rights |
| Percent of Common Stock | Less than 1% | Each individual beneficially owns <1% |
| Deferred stock balance (incl. dividends) | 2,933 shares | Director deferred balances as of Dec 31, 2024 |
| Shares pledged as collateral | None indicated | “Except as indicated, none…pledged as collateral” and no pledge footnote for Robbins |
| Hedging/Pledging policy | Prohibited for Insiders (incl. directors) | No margin purchases, pledging, short sales, options/derivatives, or hedging; pre-clearance and trading windows required |
| Director ownership guideline | Minimum 10,000 shares | Directors must attain within 5 years and retain for 6 months post-board; value ~$666,500 based on $66.65 price (Mar 17, 2025) |
Governance Assessment
- Strengths: Independent status confirmed (Mar 2025) ; Audit Committee Financial Expert ; strong investor/health care finance expertise aligned with Audit oversight ; high shareholder support in 2025 election (1.005B For; low opposition) ; robust anti-hedging/anti-pledging policy supports alignment ; director retainer mix emphasizes stock (75%) and ownership guideline (≥10,000 shares) enhances skin-in-the-game .
- Potential conflicts and mitigants: Robbins leads Glenview, which has a large economic stake (12.3M shares) and was party to an NDA that facilitated appointments; while influence risk exists, standstill and non-disparagement commitments, independence determination, and RPT review found no reportable related person transactions for 2024, mitigating conflict concerns .
- Engagement and attendance: Board/committee activity is robust (Board 14 meetings; Audit 10 meetings; ~97% average attendance; frequent executive sessions), supporting effective oversight; no attendance exception disclosed for Robbins .
- Shareholder context: Say-on-pay passed (597,945,237 For; 413,324,138 Against), signaling mixed but sufficient support; overall director slate elected by majority .
- External signal: Glenview statement highlights constructive engagement, board refresh, deleveraging, operational intensity and culture strengthening; rebalancing reduced holdings by 3.75M shares while keeping CVS as largest position—an engagement signal to monitor for future governance dynamics .
RED FLAGS to watch: Continued monitoring of Glenview’s interactions with CVS under and after the NDA standstill window; any changes to director compensation structure that reduce equity alignment; any related-party transactions involving Glenview or affiliates (none in 2024) .