The CVS Health Board

You are asked to vote on the election of the following 12 nominees to serve on the Board of Directors of CVS Health. All directors are elected by a majority of votes cast.

NAME, PRIMARY OCCUPATION AGE DIRECTOR SINCE INDEPENDENT OTHER PUBLIC COMPANY BOARDS CVS HEALTH COMMITTEES
A MP&D N&CG PS&CQ E
Richard M. Bracken
Retired Chairman and CEO of HCA Holdings, Inc.
64 2015 YES NONE
C. David Brown II
Chairman of Broad and Cassel
65 2007 YES 2
Alecia A. DeCoudreaux
Retired President of Mills College
62 2015 YES NONE
Nancy-Ann M. DeParle
Co-Founding Partner of
Consonance Capital Partners, LLC
60 2013 YES 1
David W. Dorman
Chairman of the Board of
CVS Health Corporation,
Founding Partner of Centerview Capital Technology Fund
63 2006 YES 2
Anne M. Finucane
Vice Chairman of
Bank of America Corporation
64 2011 YES NONE
Larry J. Merlo
President and CEO of CVS Health Corporation
61 2010 NO NONE
Jean-Pierre Millon
Retired President and CEO of
PCS Health Systems, Inc.
66 2007 YES NONE

Mary L. Schapiro
Vice Chair, Advisory Board
Promontory Financial Group

61 ---- YES 2
Richard J. Swift
Retired Chairman of the Board, President and CEO of Foster Wheeler Ltd.
72 2006 YES 4
William C. Weldon
Retired Chairman of the Board and CEO of Johnson & Johnson
68 2013 YES 2
Tony L. White
Retired Chairman of the Board, President and CEO of Applied Biosystems, Inc.
70 2011 YES 2
: Committee Chair MP&D: Management Planning & Development PS&CQ: Patient Safety & Clinical Quality
A: Audit N&CG: Nominating & Corporate Governance E: Executive
NAME, PRIMARY OCCUPATION AGE DIRECTOR SINCE INDEPENDENT OTHER PUBLIC COMPANY BOARDS CVS HEALTH COMMITTEES
A MP&D N&CG PS&CQ E
Richard M. Bracken
Retired Chairman and CEO of HCA Holdings, Inc.
64 2015 YES NONE
C. David Brown II
Chairman of Broad and Cassel
65 2007 YES 2
Alecia A. DeCoudreaux
Retired President of Mills College
62 2015 YES NONE
Nancy-Ann M. DeParle
Co-Founding Partner of Consonance Capital Partners, LLC
60 2013 YES 1
David W. Dorman
Chairman of the Board of CVS Health Corporation, Founding Partner of Centerview Capital Technology Fund
63 2006 YES 2
Anne M. Finucane
Vice Chairman of
Bank of America Corporation
64 2011 YES NONE
Larry J. Merlo
President and CEO of CVS Health Corporation
61 2010 NO NONE
Jean-Pierre Millon
Retired President and CEO of
PCS Health Systems, Inc.
66 2007 YES NONE
Mary L. Schapiro
(NEW) Vice Chair, Advisory Board Promontory
Financial Group
61 ---- YES 2
Richard J. Swift
Retired Chairman of the Board, President and CEO of Foster Wheeler Ltd.
72 2006 YES 4
William C. Weldon
Retired Chairman of the Board and CEO of Johnson & Johnson
68 2013 YES 2
Tony L. White
Retired Chairman of the Board, President and CEO of Applied Biosystems, Inc.
70 2011 YES 2

2016 Board of Directors

For more information about our directors and our new nominee, please refer to pages 10-16 of the proxy statement.

Independent Director
Age 64
Director since
January 2015

CVS Health Board Committees Patient Safety and Clinical Quality (Chair); Nominating and Corporate Governance
Other Public Boards
None

Richard M. Bracken
Retired Chairman and CEO of HCA Holdings, Inc.

Director Qualification Highlights
  • Leadership – Former CEO
  • Business Operations; Consumer Products or Services
  • Finance
  • Health Care/Regulated Industry
  • Risk Management
  • Corporate Governance

Education B.A., San Diego State University; M.H.A., Medical College of Virginia

Biography
Mr. Bracken is the former Chairman and Chief Executive Officer of HCA Holdings, Inc., one of the nation's leading providers of health care services. At the time of Mr. Bracken's retirement, HCA's facilities included approximately 165 hospitals and 115 freestanding surgery centers in 20 states and England. Mr. Bracken served in a number of executive roles in his 33 year career at HCA, including President of HCA's Pacific Division in 1995, Western Group President in 1997, Chief Operating Officer of HCA in July 2001, and President and Chief Operating Officer in January 2002. He was elected to the HCA Board of Directors in November 2002, became President and Chief Executive Officer in January 2009, and Chairman and Chief Executive Officer in December, 2009. He retired as CEO in December 2013, and as Chairman in December 2014.

Skills and Qualifications of Particular Relevance to CVS Health
Mr. Bracken's experience in leading a large, publicly traded health care company lends expertise and perspective greatly valued by the Board. In addition, his experience operating in the highly-regulated health care industry with significant experience in enterprise clinical quality is also a complementary skill set for the Board. In fact, that experience led the Board to appoint Mr. Bracken as Chair of the new Patient Safety and Clinical Quality Committee in March 2016.

Independent Director
Age 65
Director since
March 2007

CVS Health Board Committees Management Planning and Development (Chair), Nominating and Corporate Governance, Executive
Other Public Boards
Rayonier Advanced Materials Inc.

C. David Brown II
Chairman of Broad and Cassel

Director Qualification Highlights
  • Real Estate
  • Business Development and Corporate Transactions
  • Finance
  • Legal and Regulatory Compliance
  • Risk Management
  • Public Company Board Service

Education B.S.B.A., University of Florida; J.D., University of Florida College of Law

Biography
Mr. Brown has been Chairman of Broad and Cassel, a Florida law firm, since March 2000. From 1989 until March 2000, he was Managing Partner of the Orlando office of the firm. He is also the lead director of Rayonier Advanced Materials Inc. (RYAM), a leading specialty cellulose production company. Mr. Brown previously served on the board of directors and as lead director of Rayonier Inc., a real estate development and timberland management company, prior to the spin-off of RYAM in June 2014. He also served as a director of ITT Educational Services, Inc., a national provider of technology-oriented undergraduate and graduate degree programs, from April 2015 until September 2016. Mr. Brown also previously served on the board of Caremark Rx, Inc. from March 2001 until the closing of the merger transaction involving CVS Health and Caremark, when he became a director of CVS Health.

Skills and Qualifications of Particular Relevance to CVS Health
Mr. Brown's legal expertise and health care experience are highly valued by the Board, as is his ability to analyze and interpret complex issues and facilitate Board engagement. Mr. Brown has significant health care experience, including through his oversight of UF Health while serving as Chairman of the Board of Trustees for the University of Florida and as a member of the Board of Directors and Executive Committee of Orlando Health, a not-for-profit health care network. The Board believes that Mr. Brown's experience adds knowledge and leadership depth to the Board.

Independent Director
Age 62
Director since
March 2015

CVS Health Board Committees Audit; Patient Safety and Clinical Quality
Other Public Boards
None

Alecia A. DeCoudreaux
Former President of Mills College

Director Qualification Highlights
  • Business Development and Corporate Transactions
  • Legal and Regulatory Compliance
  • Health Care/Regulated Industry
  • Corporate Governance
  • Public Policy and Government Affairs

Education B.A., Wellesley College; J.D., Indiana University School of Law

Biography
Ms. DeCoudreaux is the former President of Mills College, a liberal arts college for women with graduate programs for women and men, having served in that position from July 2011 through June 2016. Previously, Ms. DeCoudreaux served in a number of leadership roles at Eli Lilly and Company, a global pharmaceutical manufacturer, including as Vice President and Deputy General Counsel, Specialty Legal Team, from 2010-2011, Vice President and General Counsel, Lilly USA, from 2005-2009, and Secretary and Deputy General Counsel of Eli Lilly from 1999-2005. During her 30-year career with Eli Lilly Ms. DeCoudreaux also previously served as Executive Director of Lilly Research Laboratories, Director of Federal Government Relations, Director of State Government Relations and Director of Community Relations. In addition, Ms. DeCoudreaux has served on a number of charitable, educational, for profit and nonprofit boards, including as both a trustee and board chair at Wellesley College.

Skills and Qualifications of Particular Relevance to CVS Health
Ms. DeCoudreaux has more than 30 years of experience in the pharmaceutical industry, and her experience as an attorney in that field and in the area of corporate governance, makes her a great asset to our Board.

Independent Director
Age 60
Director since
September 2013

CVS Health Board Committees Audit; Patient Safety and Clinical Quality
Other Public Boards
HCA Holdings, Inc.

Nancy-Ann M. DeParle
Co-Founding Partner of Consonance Capital Partners, LLC

Director Qualification Highlights
  • Business Development and Corporate Transactions
  • Finance
  • Legal and Regulatory Compliance
  • Health Care Industry
  • Public Policy and Government Affairs
  • Public Company Board Service

Education B.A., University of Tennessee; B.A. and M.A., Balliol College, Oxford University; J.D., Harvard Law School

Biography
Ms. DeParle has been a Co-Founding Partner of Consonance Capital Partners, LLC, a private equity firm focused on investing in small and mid-size health care companies, since August 2013. From March 2009 to January 2013, Ms. DeParle served in the White House, first as Counselor to the President and Director of the White House Office of Health Reform, and later as Assistant to the President and Deputy Chief of Staff for Policy. In addition, from 1993 to 2000, Ms. DeParle served as the Associate Director for Health and Personnel for the White House Office of Management and Budget, and later as the Administrator of the Centers for Medicare and Medicaid Services (then known as the Health Care Financing Administration). From 2001 to March 2009, Ms. DeParle served as a Senior Advisor with JPMorgan Partners and as a Managing Director of its successor entity, CCMP Capital, L.L.C., focusing on private equity investments in health care companies. Ms. DeParle is also a director of HCA Holdings, Inc., a health care services company that owns, manages or operates hospitals and various other health care facilities.

Skills and Qualifications of Particular Relevance to CVS Health
Ms. DeParle has more than 25 years of experience in the health care arena, and is widely considered to be one of the nation's leading experts in health care policy, management and financing, which makes her an excellent fit for our Board.

Independent Director
Age 63
Director since
March 2006

CVS Health Board Committees Management Planning and Development, Nominating and Corporate Governance (Chair), Executive
Other Public Boards
PayPal Holdings, Inc.; Yum! Brands, Inc.

David W. Dorman
Chairman of the Board of CVS Health Corporation, Founding Partner of Centerview Capital Technology Fund

Director Qualification Highlights
  • Leadership – Former CEO
  • Finance
  • International Business Operations; Consumer Products or Services
  • Technology and Innovation
  • Risk Management
  • Corporate Governance
  • Public Company Board Service

Education B.S., Georgia Tech University

Biography
Mr. Dorman has been the Chairman of the Board of CVS Health Corporation since May 2011. He has also been a Founding Partner of Centerview Capital Technology Fund, a private investment firm, since July 2013. He also served as Lead Director of Motorola Solutions, Inc. (formerly Motorola, Inc.), a communications products company, until his retirement from that board in May 2015, and was Non-Executive Chairman of the Board of Motorola from May 2008 through May 2011. From October 2006 through April 2008, he was a Managing Director and Senior Advisor with Warburg Pincus LLC, a global private equity firm. From November 2005 until January 2006, Mr. Dorman served as President and a director of AT&T Inc., a telecommunications company (formerly known as SBC Communications). From November 2002 until November 2005, Mr. Dorman was Chairman of the Board and Chief Executive Officer of AT&T Corporation. Mr. Dorman is also a director of PayPal Holdings, Inc., a leading digital and mobile payments company, and Yum! Brands, Inc., a global quick service restaurant company, as well as Dell Technologies Inc., the world's largest privately controlled technology company. He was also a director of SecureWorks Corp., an information security solutions provider and a subsidiary of Dell, from the time of SecureWorks' IPO in April 2016 until he joined the board of Dell in September 2016.

Skills and Qualifications of Particular Relevance to CVS Health
Mr. Dorman's experience in leading large companies, beginning with Sprint and later Pacific Bell and AT&T, lends a perspective and skill set that is greatly valued by the Board. His business background of growing companies is in line with and useful to our business strategy. The Board believes that Mr. Dorman's experience leading the boards of AT&T and Motorola make him well-suited to be the Company's Chairman.

Independent Director
Age 64
Director since
January 2011

CVS Health Board Committees Nominating and Corporate Governance; Management Planning and Development
Other Public Boards
None

Anne M. Finucane
Vice Chairman of Bank of America Corporation

Director Qualification Highlights
  • Consumer Products or Services
  • Corporate Strategy Development and Oversight
  • Marketing, Brand Management
  • Public Policy
  • Public Relations
  • Regulated Industry

Education B.A., University of New Hampshire

Biography
Ms. Finucane has been Vice Chairman of Bank of America Corporation, an international financial services company, since July 2015 and is a member of its executive management team. From 2006 through July 2015 Ms. Finucane served as Global Chief Strategy and Marketing Officer for Bank of America and served as Northeast Market President from 2004 through July 2015. During her twentyplus years as a senior leader at Bank of America and its legacy firms, Ms. Finucane has served as senior advisor to four chief executive officers and the Board of Directors. Ms. Finucane is responsible for the strategic positioning of Bank of America and oversees the public policy, customer research and analytics, global marketing, communications and corporate social responsibility efforts for the company. She is chair of Bank of America's Environmental, Social and Governance Committee, and is also chair of the Bank of America Charitable Foundation.

Skills and Qualifications of Particular Relevance to CVS Health
Ms. Finucane's experience in the financial services industry, consumer policy, strategy, marketing, corporate social responsibility and government affairs provides the Board with valuable insight in those key areas.

Non-Independent Director
Age 61
Director since
May 2010

CVS Health Board Committees Executive
Other Public Boards
None

Larry J. Merlo
President and Chief Executive Officer of CVS Health Corporation

Director Qualification Highlights
  • Leadership – Current CEO
  • Business Operations; Consumer Products or Services
  • Health Care/Regulated Industry
  • Public Policy
  • Retail, Retail Pharmacy and Pharmacy Benefit Management

Education B.S., Pharmacy, University of Pittsburgh

Biography
Mr. Merlo has been Chief Executive Officer of CVS Health Corporation since March 2011 and President of CVS Health Corporation since May 2010. Mr. Merlo formerly served as Chief Operating Officer of CVS Health Corporation from May 2010 through March 2011 and was President of CVS Pharmacy from January 2007 through May 2010, and Executive Vice President – Stores from April 2000 to January 2007.

Skills and Qualifications of Particular Relevance to CVS Health
Mr. Merlo has been with CVS Health and its subsidiaries for more than 30 years, and provides the Board with invaluable experience and insight into the retail drugstore and health care industries.

Independent Director
Age 66
Director since
March 2007

CVS Health Board Committees Audit; Patient Safety and Clinical Quality
Other Public Boards
None

Jean-Pierre Millon
Retired President and Chief Executive Officer of PCS Health Systems, Inc.

Director Qualification Highlights
  • Leadership – Former CEO
  • Finance
  • Corporate Strategy Development and Oversight
  • Health Care/Regulated Industry
  • International Business Operations
  • Pharmacy Benefit Management
  • Public Company Board Service

Education B.S., Ecole Centrale de Lyon (France); B.A., Université de Lyon (France); M.B.A., Kellogg School of Business, Northwestern University

Biography
Mr. Millon is the retired former President and Chief Executive Officer of PCS Health Systems, Inc. Mr. Millon joined PCS in 1995, where he served as President and Chief Executive Officer from June 1996 until his retirement in September 2000. Prior to that, Mr. Millon served as an executive and held several global leadership positions with Eli Lilly and Company. Mr. Millon previously served on the board of Caremark from March 2004, upon Caremark's acquisition of AdvancePCS, and as a director of AdvancePCS (which resulted from the merger of PCS and Advance Paradigm, Inc.) beginning in October 2000. He became a director of CVS Health upon the closing of the merger transaction involving CVS Health and Caremark. Mr. Millon has over 10 years of financial management experience and fifteen years of general functional management experience, including strategic planning experience specific to pharmacy benefit management companies as the former head of PCS. He also has extensive venture capital and public and private company board experience.

Skills and Qualifications of Particular Relevance to CVS Health
Mr. Millon's extensive background and experience in the pharmacy benefit management, pharmaceutical and life sciences businesses, combined with his financial expertise, provide the Board with additional perspective across the enterprise.

Independent Director
Age 72
Director since
September 2006

CVS Health Board Committees Audit (Chair), Executive
Other Public Boards
Ingersoll-Rand plc, Kaman Corporation, Hubbell Incorporated, Public Service Enterprise Group Incorporated

Richard J. Swift
Retired Chairman of the Board, President and Chief Executive Officer of Foster Wheeler Ltd.

Director Qualification Highlights
  • Leadership – Former CEO
  • Finance
  • International Business Operations
  • Risk Management
  • Corporate Governance
  • Public Company Board Service

Education B.S., U.S. Military Academy at West Point; M.S., Purdue University; M.B.A., Fairleigh Dickinson University

Biography
Mr. Swift is the former Chairman of the Board, President and Chief Executive Officer of Foster Wheeler Ltd., an international engineering and construction firm, having served in those positions from April 1994 until his retirement in October 2001. Mr. Swift also served as a member and as Chairman of the Financial Accounting Standards Advisory Council (FASAC) from 2002 until his retirement from FASAC in December 2006. Mr. Swift is also lead director of Ingersoll-Rand plc, a diversified industrial company, and a director of Kaman Corporation, a diversified manufacturer and distributor, Hubbell Incorporated, an electrical and electronic products company, and Public Service Enterprise Group Incorporated, an energy company.

Skills and Qualifications of Particular Relevance to CVS Health
The Board greatly values Mr. Swift's financial expertise, including his experience at FASAC and with various public company boards and audit committees for over 30 years of combined service. Mr. Swift is an audit committee financial expert and his accounting and financial skills are important to the oversight of our financial reporting, enterprise and operational risk management.

Independent Director
Age 68
Director since
March 2013

CVS Health Board Committees Management Planning and Development, Nominating and Corporate Governance
Other Public Boards
JPMorgan Chase & Co., Exxon Mobil Corporation

William C. Weldon
Retired Chairman of the Board and Chief Executive Officer of Johnson & Johnson

Director Qualification Highlights
  • Leadership – Former CEO
  • Finance
  • Health Care/Regulated Industry
  • International Business Operations; Consumer Products or Services
  • Risk Management
  • Corporate Governance
  • Public Company Board Service

Education B.S., Quinnipiac University

Biography
Mr. Weldon is the former Chairman of the Board and Chief Executive Officer of Johnson & Johnson, a global developer and manufacturer of health care products, having served in those positions from 2002 until his retirement as Chief Executive Officer in April 2012 and his retirement from the board in December 2012. Mr. Weldon previously served in a variety of senior executive positions during his 41-year career with Johnson & Johnson. Mr. Weldon is also a director of JPMorgan Chase & Co., a global financial services company, and Exxon Mobil Corporation, an international oil and gas company. He was formerly a director of The Chubb Corporation, an international insurance company, until it was acquired by ACE Limited in January 2016.

Skills and Qualifications of Particular Relevance to CVS Health
Mr. Weldon's experience in managing a complex global health care company and his deep knowledge of the worldwide health care market across multiple sectors makes him extremely well suited to serve on our Board. His background in international business management and operating in the highly-regulated health care industry is also greatly valued by the Board.

Independent Director
Age 70
Director since
March 2011

CVS Health Board Committees Management Planning and Development; Patient Safety and Clinical Quality
Other Public Boards
Ingersoll-Rand plc, C.R. Bard, Inc.

Tony L. White
Retired Chairman of the Board, President and Chief Executive Officer of Applied Biosystems, Inc.

Director Qualification Highlights
  • Leadership – Former CEO
  • Finance
  • Health Care/Regulated Industry
  • Technology and Innovation
  • Risk Management
  • Corporate Governance
  • Public Company Board Service

Education B.A., Western Carolina University

Biography
Mr. White is the former Chairman of the Board, President and Chief Executive Officer of Applied Biosystems, Inc. (formerly Applera Corporation), a developer, manufacturer and marketer of life science systems and genomic information products, having served in those positions from September 1995 until his retirement in November 2008. Mr. White is also a director of Ingersoll-Rand plc, a diversified industrial company, and C.R. Bard, Inc., a company that designs, manufacturers, packages, distributes and sells medical, surgical, diagnostic and patient care devices.

Skills and Qualifications of Particular Relevance to CVS Health
Mr. White's wealth of management experience in the life sciences and health care industries, including over 13 years as Chairman and CEO of an advanced-technology life sciences company and 26 years in various management positions at Baxter International, Inc., a provider of medical products and services, makes him well qualified to serve as a director of CVS Health.

Independent Nominee
Age 61

CVS Health Board Committees None
Other Public Boards
General Electric Company; London Stock Exchange Group plc

Mary L. Schapiro
Vice Chair of the Advisory Board Promontory Financial Group

Director Qualification Highlights
  • Leadership – Former CEO
  • Public Policy and Government Affairs
  • Finance
  • Risk Management
  • Legal and Regulatory Compliance
  • Public Company Board Service

Education B.A., Franklin and Marshall College; J.D., George Washington University

Biography
Since January 2014, Ms. Schapiro has served as the Vice Chair of Promontory Advisory Board, part of Promontory Financial Group, a leading strategy, risk management and regulatory compliance firm that was acquired by IBM Corporation in November 2016. She previously served as managing director of Promontory Financial Group from March 2013 through January 2014. From January 2009 through December 2012, Ms. Schapiro was Chairman of the U.S. Securities and Exchange Commission, becoming the first woman to serve as that agency's Chairman. Prior to becoming SEC Chairman, Ms. Schapiro was Chairman and CEO of the Financial Industry Regulatory Authority (FINRA) from 2006 through 2008, and prior to that held a number of key executive positions at FINRA and its predecessor from 1996 through 2006, including Vice Chairman and President of NASD Regulation. She also served as Chairman of the Commodity Futures Trading Commission (CFTC) from 1994 to 1996, and was the first person to serve as Chairman of both the CFTC and the SEC. Ms. Schapiro is also a director of General Electric Company, a global diversified infrastructure company, and of The London Stock Exchange Group plc, which engages in market infrastructure and the capital markets business.

Skills and Qualifications of Particular Relevance to CVS Health
Ms. Schapiro's experience in leading the SEC, FINRA and the CFTC makes her extremely well qualified to join our Board. Ms. Schapiro's leadership of the SEC during the turbulent period that followed the 2008 financial crisis, one of the busiest rulemaking periods in the agency's history, demonstrates her ability to navigate through a difficult and complex regulatory and political environment. The Board believes that her skills fill important needs in the areas of legal and regulatory compliance, finance, risk management, and public policy and government affairs.