Roger N. Farah
CVS HEALTHAbout Roger N. Farah
Roger N. Farah (age 72) is Executive Chair of the Board at CVS Health, a director since November 2018, and previously served as Independent Chair (May 2022–October 2024) before being appointed Executive Chair in October 2024. He is deemed non‑independent due to his officer role and brings four decades of senior leadership experience in consumer/retail from Ralph Lauren and Tory Burch; he holds a B.S. from the University of Pennsylvania and currently serves on the board of The Progressive Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | Executive Chair of the Board | Oct 2024–present | Chairs Executive Committee; board leadership/agenda setting and stockholder engagement |
| CVS Health | Independent Chair of the Board | May 2022–Oct 2024 | Led board until transition to Executive Chair during CEO succession |
| Aetna (pre‑merger) | Director | 2007–2018 | Continued on CVS board post close of Aetna transaction |
| Tory Burch LLC | Co‑CEO and Director; Executive Director | Sep 2014–Feb 2017; Mar 2017–Sep 2017 | Senior operating/strategic leadership in consumer retail |
| Ralph Lauren Corp. | President & COO; Executive Vice Chairman; Director | Apr 2000–Oct 2013; Nov 2013–May 2014; Director Apr 2000–Aug 2014 | Global operations, brand, and finance oversight |
| Tiffany & Co. | Chairman of the Board and Director | Oct 2017–Jan 2021 | Board leadership at global luxury retailer |
| Metro Bank PLC | Director | Until Mar 2020 | Financial services board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Progressive Corporation | Director | Current | Public P&C insurer; non‑executive directorship |
| Tiffany & Co. | Chairman/Director | Former | Oct 2017–Jan 2021 |
| Metro Bank PLC | Director | Former | Retired Mar 2020 |
| Aetna | Director | Former | 2007–2018 (pre‑CVS merger) |
Board Governance
- Independence and leadership
- Status: Non‑independent director due to role as Executive Chair .
- Roles: Executive Chair (since Oct 2024), chairs Executive Committee; Lead Independent Director (Michael Mahoney) appointed in March 2025 to maintain strong independent oversight .
- Committee assignments
- Executive Committee: Chair (2024 Executive Committee met 1 time; membership: Farah (Chair), Balser, Finucane, Joyner, Mahoney) .
- Responsibilities as Executive Chair
- Manages Board affairs, sets agendas with CEO/LID, presides over Board/stockholder meetings, advises CEO, leads stockholder interactions with CEO .
- Attendance and engagement
- Board met 14 times in 2024; average attendance ~97%; other than two newly elected directors, each nominee (including Farah) attended at least 75% of meetings; independent directors also hold executive sessions regularly .
- Farah participated directly in stockholder outreach meetings with eight stockholders (~40% of outstanding shares) and a proxy advisor during the 2024–2025 engagement cycle .
Fixed Compensation
- Director retainer (pre‑Executive Chair period in 2024)
- Farah’s non‑employee director compensation (reflects 50% of annual Board retainer and Independent Chair retainer paid in May 2024): $76,250 elected to be paid in stock; $228,750 in stock awards; total $305,000 .
- Executive Chair compensation (from Oct 2024)
- Structure: ceased receiving director pay; received Company salary; received an RSU grant in November 2024 (grant detail/vesting terms not itemized in proxy) .
- Process: MP&D Committee used independent consultant benchmarking to set Executive Chair pay structure .
| Component | 2024 Amount/Detail |
|---|---|
| Cash fees elected to stock (May 2024) | $76,250 |
| Stock awards (May 2024) | $228,750 |
| Director total (May 2024 tranche) | $305,000 |
| Executive Chair salary (post‑Oct 2024) | Received salary (amount not disclosed) |
| Executive Chair RSU grant | RSUs granted Nov 2024 (details not disclosed) |
Performance Compensation
- Annual bonus (2024): As Executive Chair, Farah was eligible for a 2024 bonus based on individual and Company goals but informed the MP&D Committee in February 2025 he would not accept any bonus and requested the Company consider additional aid to colleagues facing emergencies instead .
- Company LTI framework (context for ELT in 2024): CVS shifted to 60% PSUs, 20% RSUs, 20% options; PSU metrics were 3‑year cumulative Adjusted EPS (70%) plus strategic scorecard metrics (MA Stars, CostVantage adoption, multi‑product customers; 10% each) with 40–200% payout curves; PSU awards granted in April 2022 paid out at 0% given underperformance . Note: Farah’s 2024 equity was RSUs per proxy footnote (not PSUs) .
| Item | Detail |
|---|---|
| 2024 Executive Chair bonus | Eligible; declined any 2024 bonus (decision Feb 2025) |
| 2024 RSU award | Granted Nov 2024 (amount/vesting not disclosed) |
| 2024 ELT PSU metrics (context) | 3‑yr cumulative Adjusted EPS (70%); Strategic Scorecard (MA Stars, CostVantage adoption, cross‑sell penetration; 10% each) |
Other Directorships & Interlocks
| Company | Role | Overlap/Conflict Considerations |
|---|---|---|
| The Progressive Corporation | Director | No related‑party transactions disclosed with CVS in 2024; Board determined Farah’s non‑independence is solely due to his Executive Chair role . |
| Tiffany & Co. (former) | Chairman/Director | Former public role; no current interlock . |
| Metro Bank PLC (former) | Director | Former role; no current interlock . |
| Aetna (former) | Director | Historical pre‑merger governance experience; no current interlock . |
Expertise & Qualifications
- Skills highlighted by CVS: Business development and corporate transactions; business operations; corporate governance and sustainability; finance; risk management .
- Sector experience: Retail/consumer brands and public company board leadership; combined with long familiarity with CVS/Aetna board history .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock owned | 4,124 shares (<1%) |
| Rights to acquire/Deferred units | 36,815 units |
| Total beneficial ownership | 40,939 (<1% of outstanding) |
| Deferred stock balance (12/31/2024) | 36,384 deferred shares (director plan) |
| Shares pledged as collateral | None indicated |
| Director ownership guideline | Minimum 10,000 shares within 5 years; each director has timely attained; certain newer appointees on track |
Governance Assessment
- Positive signals
- Strong board leadership continuity and experience through Executive Chair during CEO transition; formalized LID role and delineated responsibilities to preserve independent oversight .
- Direct engagement with major stockholders; Farah personally joined meetings representing ~40% of outstanding shares, indicating responsiveness to investor concerns .
- Declined 2024 bonus despite eligibility, aligning with shareholder experience after a challenging year and reinforcing pay‑for‑performance tone at the top .
- No related‑party transactions were determined reportable for 2024 under the Board’s Related Person Transaction Policy .
- Section 16(a) compliance was timely in 2024 for directors and officers; no delinquency noted for Farah (one unrelated historical filing issue attributed to another director) .
- Risks/considerations
- Non‑independent board chair structure increases reliance on the effectiveness of the LID and committee oversight; CVS updated leadership allocation and committee structure to mitigate this .
- Board refresh followed a Non‑Disclosure Agreement with an activist investor (Glenview) and included standstill provisions; while it added healthcare/finance expertise, it underscores heightened investor scrutiny and execution risk .
- Executive Committee authority concentrated under the Executive Chair (met once in 2024), necessitating transparent reporting back to full Board (charter requires ratification) .
Director Compensation Structure (context)
- Non‑employee directors are generally paid 75% of their annual retainer in stock and 25% in cash (or up to 100% in stock at election), supporting alignment; directors must own at least 10,000 shares within five years; average 2024 attendance ~97% and at least 75% for all nominees except two late‑2024 appointees .
Notes on committee composition: Upon Farah’s appointment as Executive Chair in October 2024, he stepped down from the MP&D (Compensation) Committee; Doug Shulman was added to MP&D in November 2024 .