Michael F. Mahoney
CVS HEALTHAbout Michael F. Mahoney
Michael F. Mahoney, age 60, is CVS Health’s Lead Independent Director (appointed March 2025) and has served on the Board since November 2023. He is Chairman, President and Chief Executive Officer of Boston Scientific Corporation, and holds a B.B.A. from the University of Iowa and an M.B.A. from Wake Forest University . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | Chairman (since May 2016); President (since Oct 2011); CEO and Director (since Nov 2012) | 2011–present (President), 2012–present (CEO/Director), 2016–present (Chair) | Led global medical products company; deep operating and execution expertise; cited as qualification for LID |
| Johnson & Johnson (DePuy franchise) | Worldwide Company Group Chairman (Orthopedics & Neurosciences) | Apr 2007–Jan 2011 | Large P&L leadership in devices |
| Global Healthcare Exchange | President & CEO | Jan 2001–Mar 2007 | Medical supply-chain solutions leadership |
| GE Medical Systems | Various roles culminating as GM, Healthcare IT | ~12 years (dates not individually specified) | Healthcare IT leadership experience |
| Baxter International Inc. | Director (prior) | Oct 2015–Sep 2023 | Former public company directorship |
External Roles
| Entity | Capacity | Status | Notes |
|---|---|---|---|
| Boston Scientific Corporation | Chairman, President & CEO; Director | Current | Other public company board disclosed by CVS |
| Baxter International Inc. | Director | Former | Served until September 2023 |
Board Governance
- Roles at CVS: Lead Independent Director; Chair, Nominating & Corporate Governance (N&CG) Committee; Member, Management Planning & Development (MP&D) Committee; Member, Executive Committee .
- Independence confirmed March 2025; Mahoney is independent; Ms. Norwalk was the only non-independent new appointee due to expert-witness service .
- LID responsibilities include presiding over executive sessions, co-setting agendas, facilitating communication among independent directors and management, participating in performance reviews of Executive Chair and CEO, and leading board/committee evaluations (alongside N&CG) .
- Attendance and cadence: Board met 14 times in 2024; average director attendance ~97%; except two directors elected immediately before year-end meetings, each nominee attended at least 75% of meetings of the Board and committees on which they served . Committee meetings in 2024: Audit 10; HS&T 4; MP&D 7; N&CG 4; Executive 1 .
- Leadership structure: In Oct 2024 the Board appointed an Executive Chair and, in March 2025, designated Mahoney as LID to maintain strong independent oversight; roles of Executive Chair, LID, and CEO are delineated .
Fixed Compensation
| Component | 2024 Amounts (Mahoney) | 2025–2026 Structure | Notes |
|---|---|---|---|
| Annual Board Retainer | — | $335,000 | Paid at least 75% in stock; remainder cash or stock at director’s election |
| Committee Chair Retainer (N&CG) | — | $25,000 | Chair retainer increased from $20,000 to $25,000 |
| Lead Independent Director Retainer | — | $50,000 | New LID retainer beginning 2025–2026 Board year |
| Meeting Fees | $0 | $0 | No meeting fees; no additional pay for Executive Committee service |
| 2024 Total Director Compensation (Mahoney) | $335,000 (Cash $83,756; Stock awards $251,244) | — | Director awards fully vested at grant; deferral optional |
Performance Compensation
| Element | Structure | Performance Metrics | Vesting/Other |
|---|---|---|---|
| Equity for Directors | Time-based stock (retainer paid predominantly in shares) | None (no performance metrics for non-employee director grants) | 2024 director equity awards were fully vested at grant; directors may elect to defer shares; dividend equivalents credited if deferred |
Other Directorships & Interlocks
- Current public company board: Boston Scientific (Chairman, President & CEO) .
- Prior: Baxter International (former director until Sep 2023) .
- Overboarding policy: CVS generally limits directors to four total public company boards and restricts audit committee service; Board reviews outside commitments (notably Ms. Norwalk); policy cited under governance . No exceptions disclosed for Mahoney.
Expertise & Qualifications
- Core skills highlighted: Business development, operations, finance, health care/services, technology and innovation—qualifications cited as underpinning his selection as LID and N&CG Chair .
- Education: B.B.A. (University of Iowa), M.B.A. (Wake Forest University) .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Rights to Acquire (60 days) | Total Beneficial | Ownership Guidelines |
|---|---|---|---|---|
| Michael F. Mahoney | 45,767 | 0 | 45,767 | Directors must own at least 10,000 shares within five years; directors have generally attained the minimum, with new November 2024 appointees on track |
- Hedging/pledging: CVS policy prohibits pledging company stock, short sales, and hedging transactions by insiders; transactions require preclearance; 10b5‑1 plan restrictions apply .
- Related-person transactions: N&CG reviews RPTs; Committee determined no 2024 transactions constituted reportable related person transactions .
Governance Assessment
- Independence and oversight: Mahoney’s appointment as Lead Independent Director formalizes robust independent oversight amid an Executive Chair/CEO structure; his responsibilities (agenda-setting, executive sessions, performance reviews, and stockholder engagement as appropriate) enhance board effectiveness .
- Committee leadership: As N&CG Chair, Mahoney oversees board composition, evaluation, independence determinations, ESG oversight, political spending, and related-person transaction reviews—central levers for governance quality .
- Engagement and say‑on‑pay signals: CVS reports expanded stockholder outreach (contacted holders representing ~57% of shares; met with ~46%) and an 85% say‑on‑pay approval in 2024—indicative of improving investor alignment post-refresh and leadership transition .
- Alignment and pay structure: Non‑employee director pay is equity-heavy (≥75% stock), with strengthened ownership requirements (10,000+ shares), no meeting fees, and a dedicated LID retainer—features supportive of alignment and independence .
- Conflicts/related parties: Although Mahoney is Boston Scientific’s CEO, CVS’s 2025 independence review affirmed his independence; N&CG’s 2024 RPT review found no reportable related-person transactions. CVS maintains anti-hedging/pledging and comprehensive clawback policies—risk-mitigating governance controls .
- Attendance and capacity: Board attendance averaged ~97% in 2024; except for two directors elected shortly before year-end, all nominees (including Mahoney) attended ≥75% of meetings; the board’s overboarding policy and annual workload review mitigate capacity risk .
RED FLAGS: None disclosed specific to Mahoney. Independence affirmed; no related-party transactions reported; anti-pledging/hedging policy in force; attendance threshold met (≥75%) . Potential perception risk is external time commitment as a sitting CEO, but within CVS’s overboarding framework and with no attendance shortfall disclosed .