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Pay vs Performance Disclosure
1 Months Ended 11 Months Ended 12 Months Ended
Jan. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]            
Pay vs Performance [Table Text Block]    

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, we are providing the following information regarding the relationship between compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and Non-PEO NEOs and certain financial performance of the Company for the fiscal years listed below. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our NEOs during the applicable fiscal year and it is reported solely pursuant to the new SEC rules. The CAP amount also does not represent amounts that have actually been earned or realized, including in respect of PSUs, RSUs and options. Performance conditions for many of these equity awards have either not yet been satisfied or applicable performance information is not yet available. To this end, information in the table may not reflect whether compensation actually realized is aligned with performance. The MP&D Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

For additional information about our performance-based pay philosophy and how we align executive compensation with CVS Health’s performance, refer to the CD&A beginning on page 48.

               Average
Summary
Compensation
Table Total for
  Average
Compensation
Actually Paid
  Value of Initial Fixed
$100 Investment
Based On:(5)
      
Year  Summary
Compensation
Table Total
for PEO 1(1)(2)
($)
  Summary
Compensation
Table Total
for PEO 2(1)(2)
($)
  Compensation
Actually Paid
to PEO 1(1)(3)(4)
($)
  Compensation
Actually Paid to
PEO 2(1)(3)(4)
($)
  Non-PEO
Named
Executive
Officers(1)(2)
($)
  to Non-PEO
Named
Executive
Officers(1)(3)(4)
($)
  Total
Shareholder
Return
($)
  Peer Group
Total
Shareholder
Return
($)
  Net
Income
($)
  Adjusted
Earnings
Per
Share(6)
($)
(a)  (b)  (b)  (c)  (c)  (d)  (e)  (f)  (g)  (h)  (i)
2023  21,615,034    7,497,241    9,284,957  7,685,990  118.83  143.18  8,368,000,000  8.74
2022  21,317,055    23,768,152    12,155,385  11,816,298  135.85  140.29  4,327,000,000  9.03
2021  20,388,412  3,784,072  66,324,077  52,818,429  11,876,865  38,197,569  147.06  143.09  7,989,000,000  8.34
2020    23,043,822    8,793,328  10,175,614  9,988,123  94.95  113.45  7,192,000,000  7.50

 

  2023   2022   2021   2020
  Thomas F. Cowhey   Shawn M. Guertin   Shawn M. Guertin   Karen S. Lynch
  Samrat S. Khichi   Alan M. Lotvin   Troyen A. Brennan   Eva C. Boratto
  Tilak Mandadi   Tilak Mandadi   Alan M. Lotvin   Alan M. Lotvin
  Prem S. Shaw   Prem S. Shah   Jonathan C. Roberts   Jonathan C. Roberts
  Shawn M. Guertin       Eva C. Boratto    

(1) PEO 1 refers to Karen S. Lynch, our current PEO, who became our PEO on February 1, 2021. PEO 2 refers to Larry J. Merlo who was our PEO during the period from January 1, 2020 to January 31, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

  2023   2022   2021   2020
  Thomas F. Cowhey   Shawn M. Guertin   Shawn M. Guertin   Karen S. Lynch
  Samrat S. Khichi   Alan M. Lotvin   Troyen A. Brennan   Eva C. Boratto
  Tilak Mandadi   Tilak Mandadi   Alan M. Lotvin   Alan M. Lotvin
  Prem S. Shaw   Prem S. Shah   Jonathan C. Roberts   Jonathan C. Roberts
  Shawn M. Guertin       Eva C. Boratto    

 

(2) The amounts reported in columns (b) are the amounts of total compensation reported for the PEOs for each corresponding year in the “Total” column of the SCT. The amounts reported in column (d) represent the average of the amounts of total compensation reported for our non-PEO NEOs, as a group, for each corresponding year in the “Total” column of the SCT.
(3) The amounts shown for CAP in columns (c) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the “Total” column of the SCT for the applicable year with certain adjustments as required by Item 402(v) of Regulation S-K, which are set forth below.
(4) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column are the totals from the “Stock Awards” and “Option Awards” columns set forth in the SCT. Amounts in the “Exclusion of Change in Pension Value” column reflect the amounts attributable to the change in pension value reported in the SCT. Because the Aetna Pension Plan is frozen, there is no adjustment for the service cost for services rendered during the listed year.
 
PEO 1 SCT Total to CAP Reconciliation

 

Year  SCT Total for
PEO 1
($)
  Exclusion of Stock
Awards and Option
Awards for PEO 1
($)
  Inclusion of
Equity Values
for PEO 1(a)
($)
  CAP to PEO 1
($)
2023  21,615,034  (16,499,963)  2,382,170  7,497,241

 

(a) The amounts for PEO 1 set forth in this column were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, as follows:

 

Year  Year-End
Fair Value of
Equity Awards
Granted
During Year
That Remained
Unvested as of
Last Day of Year
for PEO 1
($)
  Year over Year
Change in
Fair Value of
Unvested
Equity Awards
for PEO 1
($)
  Vesting-Date
Fair Value of
Equity Awards
Granted
During Year
that Vested
During Year
for PEO 1
($)
  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested
Equity Awards
that Vested During
Year
for PEO 1
($)
  Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year
for PEO 1
($)
  Value of
Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included
for PEO 1
($)
  Total
Inclusion of
Equity Values
for PEO 1
($)
2023  18,512,390  (8,827,586)    (7,302,634)      2,382,170

 

Average Non-PEO NEO SCT Total to CAP Reconciliation

 

Year  Average SCT
Total for Non-PEO
NEOs
($)
  Average
Exclusion of
Change in
Pension Value
for Non-PEO
NEOs
($)
  Average
Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)
  Average
Inclusion of
Equity Values for
Non-PEO NEOs (a)
($)
  Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2023  9,284,957  (419)  (6,749,944)  5,151,396  7,685,990

 

(a) The amounts for our non-PEO NEOs set forth in this column were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, as follows:

 

Year  Average
Year-End
Fair Value of
Equity Awards
Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
  Average Change
in Fair Value from
Last Day of Prior
Year to Last Day of
Year of Unvested
Equity Awards
for Non-PEO
NEOs
($)
  Average Vesting-
Date Fair Value
of Equity Awards
Granted During
Year that Vested
During Year
for Non-PEO
NEOs
($)
  Average Change
in Fair Value from
Last Day of Prior
Year to Vesting
Date of Unvested
Equity Awards
that Vested
During Year
for Non-PEO
NEOs
($)
  Average Fair
Value at Last Day
of Prior Year of
Equity Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
  Average Value
of Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included
for Non-PEO
NEOs
($)
  Total Average
Inclusion of
Equity Values for
Non-PEO
NEOs
($)
2023  7,431,306  (1,684,697)    (595,213)      5,151,396

 

(5) The Peer Group TSR set forth in this column utilizes the S&P 500 Healthcare Sector Group Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Healthcare Sector Group Index, respectively. Historical stock performance is not necessarily indicative of future performance.
(6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure.
     
Company Selected Measure Name     Adjusted Earnings Per Share      
Named Executive Officers, Footnote [Text Block]    

(1) PEO 1 refers to Karen S. Lynch, our current PEO, who became our PEO on February 1, 2021. PEO 2 refers to Larry J. Merlo who was our PEO during the period from January 1, 2020 to January 31, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

  2023   2022   2021   2020
  Thomas F. Cowhey   Shawn M. Guertin   Shawn M. Guertin   Karen S. Lynch
  Samrat S. Khichi   Alan M. Lotvin   Troyen A. Brennan   Eva C. Boratto
  Tilak Mandadi   Tilak Mandadi   Alan M. Lotvin   Alan M. Lotvin
  Prem S. Shaw   Prem S. Shah   Jonathan C. Roberts   Jonathan C. Roberts
  Shawn M. Guertin       Eva C. Boratto    
     
Peer Group Issuers, Footnote [Text Block]     The Peer Group TSR set forth in this column utilizes the S&P 500 Healthcare Sector Group Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023.      
Adjustment To PEO Compensation, Footnote [Text Block]    
PEO 1 SCT Total to CAP Reconciliation

 

Year  SCT Total for
PEO 1
($)
  Exclusion of Stock
Awards and Option
Awards for PEO 1
($)
  Inclusion of
Equity Values
for PEO 1(a)
($)
  CAP to PEO 1
($)
2023  21,615,034  (16,499,963)  2,382,170  7,497,241

 

(a) The amounts for PEO 1 set forth in this column were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, as follows:

 

Year  Year-End
Fair Value of
Equity Awards
Granted
During Year
That Remained
Unvested as of
Last Day of Year
for PEO 1
($)
  Year over Year
Change in
Fair Value of
Unvested
Equity Awards
for PEO 1
($)
  Vesting-Date
Fair Value of
Equity Awards
Granted
During Year
that Vested
During Year
for PEO 1
($)
  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested
Equity Awards
that Vested During
Year
for PEO 1
($)
  Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year
for PEO 1
($)
  Value of
Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included
for PEO 1
($)
  Total
Inclusion of
Equity Values
for PEO 1
($)
2023  18,512,390  (8,827,586)    (7,302,634)      2,382,170
     
Non-PEO NEO Average Total Compensation Amount [1],[2]     $ 9,284,957 $ 12,155,385 $ 11,876,865 $ 10,175,614
Non-PEO NEO Average Compensation Actually Paid Amount [1],[3],[4]     $ 7,685,990 11,816,298 38,197,569 9,988,123
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    
Average Non-PEO NEO SCT Total to CAP Reconciliation

 

Year  Average SCT
Total for Non-PEO
NEOs
($)
  Average
Exclusion of
Change in
Pension Value
for Non-PEO
NEOs
($)
  Average
Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)
  Average
Inclusion of
Equity Values for
Non-PEO NEOs (a)
($)
  Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2023  9,284,957  (419)  (6,749,944)  5,151,396  7,685,990

 

(a) The amounts for our non-PEO NEOs set forth in this column were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, as follows:

 

Year  Average
Year-End
Fair Value of
Equity Awards
Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
  Average Change
in Fair Value from
Last Day of Prior
Year to Last Day of
Year of Unvested
Equity Awards
for Non-PEO
NEOs
($)
  Average Vesting-
Date Fair Value
of Equity Awards
Granted During
Year that Vested
During Year
for Non-PEO
NEOs
($)
  Average Change
in Fair Value from
Last Day of Prior
Year to Vesting
Date of Unvested
Equity Awards
that Vested
During Year
for Non-PEO
NEOs
($)
  Average Fair
Value at Last Day
of Prior Year of
Equity Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
  Average Value
of Dividends or
Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Included
for Non-PEO
NEOs
($)
  Total Average
Inclusion of
Equity Values for
Non-PEO
NEOs
($)
2023  7,431,306  (1,684,697)    (595,213)      5,151,396
     
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    

 

 

1. CAP versus Company TSR and Peer Group TSR

 

The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs, Company TSR and Peer Group TSR for the applicable reporting year.

 

 

     
Compensation Actually Paid vs. Net Income [Text Block]    

2. CAP versus Net Income

 

The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs and the Company’s GAAP Net Income for the applicable reporting year.

 

     
Compensation Actually Paid vs. Company Selected Measure [Text Block]    

3. CAP versus Adjusted EPS*

 

The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs and Adjusted EPS for the applicable reporting year.

 

     
Total Shareholder Return Vs Peer Group [Text Block]    

 

1. CAP versus Company TSR and Peer Group TSR

 

The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs, Company TSR and Peer Group TSR for the applicable reporting year.

 

     
Tabular List [Table Text Block]    

Most Important Measures to Determine FY2023 CAP

 

The Company’s executive compensation program supports our long-term strategy by tying the vast majority of pay for executives to performance-based compensation.

 

The three items listed below represent an unranked list of the most important performance metrics used by the Company for linking executive compensation actually paid to the NEOs for 2023 and Company performance, as further described in our CD&A within the sections titled “Elements of Our Executive Compensation Program,” “Long-Term Incentive Compensation” and “2023 Business and Performance Results.”

 

1.Adjusted Earnings Per Share*
2.Adjusted Operating Income*
3.TSR

 

* Adjusted EPS and Adjusted Operating Income are non-GAAP financial measures. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measures.
     
Total Shareholder Return Amount [5]     $ 118.83 135.85 147.06 94.95
Peer Group Total Shareholder Return Amount [5]     143.18 140.29 143.09 113.45
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest     $ 8,368,000,000 $ 4,327,000,000 $ 7,989,000,000 $ 7,192,000,000
Company Selected Measure Amount | $ / shares [6]     8.74 9.03 8.34 7.50
PEO Name Larry J. Merlo Karen S. Lynch Karen S. Lynch Karen S. Lynch   Larry J. Merlo
Measure [Axis]: 1            
Pay vs Performance Disclosure [Table]            
Measure Name [7]     Adjusted Earnings Per Share      
Non-GAAP Measure Description [Text Block]     While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure.      
Measure [Axis]: 2            
Pay vs Performance Disclosure [Table]            
Measure Name [7]     Adjusted Operating Income      
Measure [Axis]: 3            
Pay vs Performance Disclosure [Table]            
Measure Name [7]     TSR      
Non-PEO NEO [Member] | Average Exclusion of Change in Pension Value            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     $ (419)      
Non-PEO NEO [Member] | Average Exclusion of Stock Awards and Option Awards            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     (6,749,944)      
Non-PEO NEO [Member] | Average Inclusion of Equity Values            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount [8]     5,151,396      
Non-PEO NEO [Member] | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     7,431,306      
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     (1,684,697)      
Non-PEO NEO [Member] | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount          
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     (595,213)      
Non-PEO NEO [Member] | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount          
Non-PEO NEO [Member] | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount          
Non-PEO NEO [Member] | Total Average Inclusion of Equity Values            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     5,151,396      
Karen S. Lynch (PEO 1)            
Pay vs Performance Disclosure [Table]            
PEO Total Compensation Amount [1],[2]   $ 20,388,412 21,615,034 $ 21,317,055    
PEO Actually Paid Compensation Amount [1],[3],[4]   $ 66,324,077 7,497,241 $ 23,768,152    
Karen S. Lynch (PEO 1) | PEO [Member] | Exclusion of Stock Awards and Option Awards            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     (16,499,963)      
Karen S. Lynch (PEO 1) | PEO [Member] | Inclusion of Equity Values            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount [9]     2,382,170      
Karen S. Lynch (PEO 1) | PEO [Member] | Year-End Fair Value of Equity Award Granted During Year That Remained Unvested as of Last Day of Year            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     18,512,390      
Karen S. Lynch (PEO 1) | PEO [Member] | Year over Year Change in Fair Value of Unvested Equity Awards            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     (8,827,586)      
Karen S. Lynch (PEO 1) | PEO [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount          
Karen S. Lynch (PEO 1) | PEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     (7,302,634)      
Karen S. Lynch (PEO 1) | PEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount          
Karen S. Lynch (PEO 1) | PEO [Member] | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount          
Karen S. Lynch (PEO 1) | PEO [Member] | Total Inclusion of Equity Values            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     $ 2,382,170      
Larry J. Merlo (PEO 2)            
Pay vs Performance Disclosure [Table]            
PEO Total Compensation Amount [1],[2] $ 3,784,072         $ 23,043,822
PEO Actually Paid Compensation Amount [1],[3],[4] $ 52,818,429         $ 8,793,328
[1] PEO 1 refers to Karen S. Lynch, our current PEO, who became our PEO on February 1, 2021. PEO 2 refers to Larry J. Merlo who was our PEO during the period from January 1, 2020 to January 31, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
[2] The amounts reported in columns (b) are the amounts of total compensation reported for the PEOs for each corresponding year in the “Total” column of the SCT. The amounts reported in column (d) represent the average of the amounts of total compensation reported for our non-PEO NEOs, as a group, for each corresponding year in the “Total” column of the SCT.
[3] CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column are the totals from the “Stock Awards” and “Option Awards” columns set forth in the SCT. Amounts in the “Exclusion of Change in Pension Value” column reflect the amounts attributable to the change in pension value reported in the SCT. Because the Aetna Pension Plan is frozen, there is no adjustment for the service cost for services rendered during the listed year.
[4] The amounts shown for CAP in columns (c) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the “Total” column of the SCT for the applicable year with certain adjustments as required by Item 402(v) of Regulation S-K, which are set forth below.
[5] The Peer Group TSR set forth in this column utilizes the S&P 500 Healthcare Sector Group Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Healthcare Sector Group Index, respectively. Historical stock performance is not necessarily indicative of future performance.
[6] While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure.
[7] Adjusted EPS and Adjusted Operating Income are non-GAAP financial measures. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measures.
[8] The amounts for our non-PEO NEOs set forth in this column were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, as follows:
[9] The amounts for PEO 1 set forth in this column were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, as follows: