DEF 14A of Cardinal Health Inc, Sep 16, 2024

DEF 14A of Cardinal Health Inc

Filed Sep 16, 2024 · FY20240000721371-24-000103

Open on EDGAR

  1. Our 2024 Board Nominees

    Our 2024 Board Nominees

  2. Our 2024 Board Nominees

    | | | | | | Director Since | | Committees | | | | | Nominee | | | Age | Occupation | | Independent | A(1) | G(1) | H | R(1) | | | Robert W. Azelby | | 56 | Former President and CEO, Eliem Therapeutics, Inc. | 2024 | | | | | | | | Michelle M. Brennan | | 59 | Former Value Creation Leader, Johnson & Johnson | 2022 | | | | | | | | Sheri H. Edison | | 67 | Former EVP and General Counsel, Amcor plc | 2020 | | | | | | | | David C. Evans | | 61 | Former EVP and CFO, Scotts Miracle-Gro Company and Battelle Memorial Institute | 2020 | | | | | | | | Patricia A. Hemingway Hall | | 71 | Former President and CEO, Health Care Service Corporation | 2013 | | | | | | | | Jason M. Hollar | | 51 | CEO, Cardinal Health, Inc. | 2022 | | | | | | | | Akhil Johri | | 63 | Operating Advisor to Clayton, Dubilier & Rice; Former EVP and CFO, United Technologies Corporation | 2018 | | | | | | | | Gregory B. Kenny | | 71 | Former President and CEO, General Cable Corporation | 2007 | | | | | | | | Nancy Killefer | | 70 | Former Senior Partner, Public Sector Practice, McKinsey & Company, Inc. | 2015 | | | | | | | | Christine A. Mundkur | | 55 | Former CEO, Impopharma Inc. | 2022 | | | | | |

  3. Our 2024 Board Nominees

    (1)Directors Steven K. Barg, a member of the Governance and Sustainability Committee, and Sujatha Chandrasekaran, a member of the Audit and Risk Oversight Committees, have decided not to stand for re-election at the Annual Meeting.

  4. Our 2024 Board Nominees

    | Key: | | Chairman of the Board | | | | | | Chair | A: Audit | H: Human Resources and Compensation | | | | Member | G: Governance and Sustainability | R: Risk Oversight |

  5. Our 2024 Board Nominees

    | CARDINAL HEALTH 2024 Proxy Statement | 7 |

  6. Our 2024 Board Nominees

    Director Nominee Highlights

  7. Director Nominee Highlights

    Director Nominee Highlights Our Board is committed to regularly refreshing its composition. Director candidates are evaluated on an ongoing basis to maintain a proper balance and diversity of experience, tenure, and perspectives. As illustrated below, we believe that our director nominees possess the right mix of skills, qualifications, and experience that enables the Board to effectively provide oversight to our management team and our long-term strategy and execution.

  8. 10 Director Nominees

    10 Director Nominees

  9. 10 Director Nominees

    | Independence | Average Tenure | Diversity | | | | |

  10. PROPOSAL 1 — Election of Directors

    PROPOSAL 1 — Election of Directors Our Board currently has 12 members. Ten of our directors are standing for re-election at the Annual Meeting to serve until the next annual meeting of shareholders and until their successor is elected and qualified or until their earlier resignation, removal from office, or death. Other than Mr. Azelby, who joined the Board on March 1, 2024, each of the nominees is a current director who was elected at last year’s annual meeting of shareholders. Steven K. Barg and Sujatha Chandrasekaran, directors since 2022, have decided not to stand for re-election at the Annual Meeting. The size of the Board will be reduced to 10 at the time of the Annual Meeting. Each director nominee agreed to be named in this proxy statement and to serve if elected. If, due to death or other unexpected occurrence, one or more of the director nominees is not available for election, proxies will be voted for the election of any substitute nominee the Board selects.

  11. PROPOSAL 1 — Election of Directors

    | | THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES LISTED ON PAGES 15 THROUGH 24. |

  12. Board Membership Criteria: What We Look For

    Board Membership Criteria: What We Look For The Board’s Governance and Sustainability Committee considers and reviews the appropriate skills and characteristics for directors in the context of the Board’s current composition and objectives. Criteria for identifying and evaluating director candidates include, among other things: •business experience, qualifications, attributes, and skills, such as relevant industry knowledge (including healthcare, supply chain, and logistics) and experience in operations, information technology and cybersecurity, accounting and finance, strategic planning, and international markets; •leadership experience as a CEO, CFO, or other senior executive, or leader of a significant business operation or function; •independence; •judgment and integrity; •ability to commit sufficient time and attention to the activities of the Board; •diversity of occupational and personal backgrounds, including race and gender diversity; and •absence of conflicts with our interests. Our Corporate Governance Guidelines provide that, as part of the search process for each new director, the Governance and Sustainability Committee includes, and instructs any search firm to include, women and racially and ethnically diverse candidates in the pool from which candidates are selected.

  13. Board Membership Criteria: What We Look For

    | 14 | CARDINAL HEALTH 2024 Proxy Statement |

  14. Board Membership Criteria: What We Look For

    The Board seeks members that possess the experience, skills, and diverse backgrounds to perform effectively in overseeing our current and evolving business and strategic direction. All director nominees bring to the Board a wealth of executive leadership experience derived from their diverse professional backgrounds and areas of expertise. As a group, they have business acumen, healthcare, global business, and technology experience, and operations and financial expertise. In addition, six of the 10 director nominees are gender or racially or ethnically diverse. Each director nominee has sound judgment and integrity and is able to commit sufficient time and attention to the activities of the Board. All director nominees other than our CEO are independent.

  15. Board Membership Criteria: What We Look For

    | Independent Director Age: 56 Director since: 2024 Board Committees: •Risk Oversight Skills and Experience: | ROBERT W. AZELBY Former President and CEO of Eliem Therapeutics, Inc. | | | Director Qualifications: Mr. Azelby brings over 30 years of healthcare experience to the Board. Having served as CEO and in other executive roles at companies in the biopharmaceutical, oncology, and specialty pharmaceutical industries, he has significant experience in the areas of strategy, corporate governance, commercial and manufacturing operations, international markets, finance, human resources, and regulatory compliance. Mr. Azelby also brings to the Board valuable perspectives and insights from his service on the boards of directors of ADC Therapeutics and Autolus Therapeutics. | | | Professional Experience: •President and CEO of Eliem Therapeutics, Inc., a biotechnology company focused on neuronal excitability disorders (2020 – 2023) •President and CEO of Alder BioPharmaceuticals Inc., a clinical-stage biopharmaceutical company focused on prevention of chronic migraines (2018 – 2019) •Executive Vice President and Chief Commercial Officer of Juno Therapeutics Inc., a biopharmaceutical company (2015 – 2018) •Held various senior roles at Amgen, a multinational biopharmaceutical company (2000 – 2015) | | | Other Public Company Directorships (within the past 5 years): •ADC Therapeutics SA (since 2023) •Autolus Therapeutics plc (since January 2024) •Chinook Therapeutics Inc. (2023) •Eliem Therapeutics Inc. (2020 – 2023) •Clovis Oncology Inc. (2018 – 2022) •Immunomedics (2020) •Alder BioPharmaceuticals Inc. (2018 – 2019) |

  16. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  17. Board Membership Criteria: What We Look For

    | CARDINAL HEALTH 2024 Proxy Statement | 15 |

  18. Board Membership Criteria: What We Look For

    | Independent Director Age: 59 Director since: 2022 Board Committees: •Audit •Human Resources and Compensation Skills and Experience: | MICHELLE M. BRENNAN Former Value Creation Leader of Johnson & Johnson | | | Director Qualifications: With an extensive career in senior management positions at Johnson & Johnson (“J&J”), Ms. Brennan brings to the Board substantial experience in the areas of healthcare, regulatory compliance, manufacturing operations, product quality, strategy, finance, and international markets. She also brings to the Board valuable perspectives and insights from her service on the Masimo board, including service on its Compensation Committee, and her prior service on the Coupa Software board, including chairing its Nominating and Corporate Governance Committee and serving on its Audit Committee. | | | Professional Experience: •Global Value Creation Leader at J&J, a researcher, developer, and manufacturer in the healthcare and consumer packaged goods fields (2019 – 2020) •Company Group Chair of Medical Devices at J&J in Europe, the Middle East, and Africa (“EMEA”) (2015 – 2018) •President of Enterprise Standards & Productivity at J&J (2014 – 2015) •Worldwide President of Ethicon Energy at J&J (2012 – 2014) •Regional President of Ethicon Endo Surgery for EMEA, the Mediterranean, and Iberia, at J&J (2010 – 2012) •Worldwide Vice President of Business Development & Strategy for Ethicon Endo Surgery at J&J (2007 – 2009) | | | Other Public Company Directorships (within the past 5 years): •Masimo Corporation (since 2023) •Coupa Software Incorporated (2020 – 2023) |

  19. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  20. Board Membership Criteria: What We Look For

    | 16 | CARDINAL HEALTH 2024 Proxy Statement |

  21. Board Membership Criteria: What We Look For

    | Independent Director Age: 67 Director since: 2020 Board Committees: •Audit •Risk Oversight (Chair) Skills and Experience: | SHERI H. EDISON Former Executive Vice President and General Counsel of Amcor plc | | | Director Qualifications: Having served in general counsel and other functional leadership roles at publicly traded manufacturing companies in industries such as medical devices and packaging, Ms. Edison brings to the Board substantial experience in the areas of healthcare, legal, regulatory compliance, corporate governance, strategy, and international markets. She also brings prior private legal practice experience as well as broad business experience, which further bolsters her understanding of a dynamic commercial, legal, compliance, and regulatory environment. Ms. Edison draws on her extensive legal, regulatory, and leadership experience in chairing the Risk Oversight Committee. She also brings to the Board valuable perspectives and insights from her service on the board of directors of Union Pacific (where she chairs the Corporate Governance, Nominating, and Sustainability Committee and serves on the Compensation and Benefits Committee) and from her prior service on the board of directors of AK Steel. | | | Professional Experience: •Executive Vice President and General Counsel of Amcor plc, a global packaging company (2019 – 2021) •Senior Vice President, Chief Legal Officer, and Secretary of Bemis Company, Inc., a global packaging company (from 2017 until Bemis was acquired by Amcor in 2019) •Vice President, General Counsel, and Secretary of Bemis (2010 – 2016) •Senior Vice President and Chief Administrative Officer of Hill-Rom Holdings Inc., a global medical device company (2007 – 2010) •Vice President, General Counsel, and Secretary of Hill-Rom Holdings Inc. (2004 – 2007) •Began career in private legal practice | | | Other Public Company Directorships (within the past 5 years): •Union Pacific Corporation (since 2021) •AK Steel Holding Corporation (2014 – 2020) |

  22. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  23. Board Membership Criteria: What We Look For

    | CARDINAL HEALTH 2024 Proxy Statement | 17 |

  24. Board Membership Criteria: What We Look For

    | Independent Director Age: 61 Director since: 2020 Board Committees: •Audit •Risk Oversight Skills and Experience: | DAVID C. EVANS Former Executive Vice President and CFO of The Scotts Miracle-Gro Company | | | Director Qualifications: Mr. Evans has a deep financial background as the former CFO at The Scotts Miracle-Gro Company and Battelle Memorial Institute. Having spent 25 years in financial leadership positions with these organizations, Mr. Evans brings to the Board substantial experience in the areas of finance and accounting, investor relations, capital markets, strategy, tax, and information technology. He also provides valuable insights in the areas of financial reporting and internal controls. Through his experience with Scotts Miracle-Gro, he provides a deep understanding of the financial aspects of, and capital deployment for, a publicly traded company. His service in an interim executive role at Cardinal Health brings company and industry knowledge to the Board. Mr. Evans also brings valuable perspectives and insights from his service on the board of directors of Scotts Miracle-Gro, where he chairs the Audit Committee. | | | Professional Experience: •Interim CFO of The Scotts Miracle-Gro Company, a consumer lawn and garden products company (August 2022 – December 2022) •Interim CFO of Cardinal Health (September 2019 – May 2020) •Executive Vice President and CFO of Battelle Memorial Institute, a private research and development organization (2013 – 2018) •Executive Vice President, Strategy and Business Development of Scotts Miracle-Gro (2011 – 2013) •Executive Vice President and CFO of Scotts Miracle-Gro (2006 – 2013) | | | Other Public Company Directorships (within the past 5 years): •The Scotts Miracle-Gro Company (since 2018) |

  25. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  26. Board Membership Criteria: What We Look For

    | 18 | CARDINAL HEALTH 2024 Proxy Statement |

  27. Board Membership Criteria: What We Look For

    | Independent Director Age: 71 Director since: 2013 Board Committees: •Governance and Sustainability (Chair) •Human Resources and Compensation Skills and Experience: | PATRICIA A. HEMINGWAY HALL Former President and CEO of Health Care Service Corporation | | | Director Qualifications: As retired President and CEO of Health Care Service Corporation (“HCSC”), the nation’s largest mutual health insurer in the United States operating Blue Cross and Blue Shield Plans, Ms. Hemingway Hall brings to the Board valuable experience regarding healthcare payment models and the industry’s regulatory environment. Beginning her career as a registered nurse, she later became a leader within the health insurance industry, gaining relevant experience in the areas of healthcare reform, regulatory compliance, government relations, finance, information technology, and human resources. Ms. Hemingway Hall chairs the Board’s Governance and Sustainability Committee and is a member of its Human Resources and Compensation Committee. She also brings valuable perspectives and insights from her service on the board of directors of ManpowerGroup (including service on its Governance and Sustainability and Audit Committees) and her former service on the boards of directors of Celgene and Halliburton. | | | Professional Experience: •President and CEO of HCSC (2008 – 2016) •President and Chief Operating Officer of HCSC (2007 – 2008) •Executive Vice President of Internal Operations of HCSC (2006 – 2007) | | | Other Public Company Directorships (within the past 5 years): •ManpowerGroup, Inc. (since 2011) •Celgene Corporation (2018 – 2019) •Halliburton Company (2019 – 2022) |

  28. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  29. Board Membership Criteria: What We Look For

    | CARDINAL HEALTH 2024 Proxy Statement | 19 |

  30. Board Membership Criteria: What We Look For

    | Age: 51 Director since: 2022 Skills and Experience: | JASON M. HOLLAR CEO of Cardinal Health, Inc. | | | Director Qualifications: Having served as CEO of Cardinal Health since September 2022 and as its CFO from May 2020 to August 2022, Mr. Hollar draws on his knowledge of our daily operations and strategy and of our industry, customers, suppliers, employees, and shareholders to provide the Board with a unique and important perspective on our business. He brings to the Board extensive management, operational, and financial expertise, having led financial activities at Cardinal Health and other large public companies spanning financial strategy, capital deployment, treasury, tax, investor relations, risk management, accounting, and financial reporting. Mr. Hollar also brings to the Board substantial experience in capital markets, mergers and acquisitions, information technology, and international markets as well as experience working in manufacturing sites and leading lean, procurement, and inventory management teams. During his tenure at Cardinal Health, he has helped prioritize investments in growth businesses, strengthen the balance sheet, and efficiently return capital to shareholders. Mr. Hollar also brings relevant experience and perspectives to the Board from his service on the board of directors of DaVita Inc., where he chairs the Audit Committee. | | | Professional Experience: •CEO of Cardinal Health (since 2022) •CFO of Cardinal Health (2020 – 2022) •Executive Vice President and CFO of Tenneco Inc., a global automotive products and services company (2018 – 2020) •Senior Vice President Finance at Tenneco Inc. (2017 – 2018) •CFO of Sears Holding Corporation, a holding company for large consumer retailers across the United States (2016 – 2017) (Sears filed for Chapter 11 bankruptcy in October 2018) •Also served as Corporate Controller and Vice President of Finance for Delphi Automotive’s powertrain systems division, which included oversight of the Europe, Middle East, and Africa regions •Earlier in his career, held finance positions of increasing responsibility in Navistar’s engine group, South American operations, and corporate financial planning and analysis | | | Other Public Company Directorships (within the past 5 years): •DaVita Inc. (since 2022) |

  31. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  32. Board Membership Criteria: What We Look For

    | 20 | CARDINAL HEALTH 2024 Proxy Statement |

  33. Board Membership Criteria: What We Look For

    | Independent Director Age: 63 Director since: 2018 Board Committees: •Audit (Chair) Skills and Experience: | AKHIL JOHRI Operating Advisor to Clayton, Dubilier & Rice; Executive Vice President and former CFO of United Technologies Corporation | | | Director Qualifications: Having spent more than 25 years in financial leadership positions with United Technologies Corporation (“UTC”) and Pall Corporation, Mr. Johri brings to the Board substantial experience in the areas of global finance and accounting, investor relations, capital markets, mergers and acquisitions, tax, information technology, and international markets. He also provides valuable insights in the areas of financial reporting and internal controls. Through his experience in senior leadership roles with UTC’s businesses, he provides a deep understanding of the financial aspects of, and capital deployment for, a publicly traded multinational company. Mr. Johri also brings to the Board valuable perspectives and insights from his service on Boeing’s board of directors, including chairing its Finance Committee and serving on its Audit Committee. | | | Professional Experience: •Operating Advisor to Clayton, Dubilier & Rice, a global private equity manager (since 2021) •Executive Vice President and CFO of UTC, a provider of high technology products and services to the building systems and aerospace industries (2015 – 2019) •CFO and Chief Accounting Officer of Pall Corporation, a global supplier of filtration, separations, and purifications products (2013 – 2014) •Vice President of Finance and CFO of UTC Propulsion & Aerospace Systems, which included Pratt & Whitney and UTC Aerospace Systems (2011 – 2013) •Earlier in his career, led investor relations and held senior financial roles with global business units at UTC | | | Other Public Company Directorships (within the past 5 years): •The Boeing Company (since 2020) |

  34. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  35. Board Membership Criteria: What We Look For

    | CARDINAL HEALTH 2024 Proxy Statement | 21 |

  36. Board Membership Criteria: What We Look For

    | Independent Chairman of the Board Age: 71 Director since: 2007 Board Committees: •Governance and Sustainability Skills and Experience: | GREGORY B. KENNY Former President and CEO of General Cable Corporation | | | Director Qualifications: Mr. Kenny has been our Chairman of the Board since November 2018 and was independent Lead Director from 2014 to 2018. Having spent 14 years as President and CEO of General Cable Corporation, he brings to the Board significant experience in the areas of corporate governance, manufacturing operations, international markets, finance, and human resources. He also draws upon his board governance and leadership experience previously chairing our Governance and Sustainability and Compensation Committees and chairing Ingredion’s board of directors and its Corporate Governance and Nominating Committee. Both in his current role as Chairman of the Board and his prior role as independent Lead Director, Mr. Kenny has promoted strong independent Board leadership and a robust, deliberative decision-making process among independent directors. Mr. Kenny also brings to the Board valuable perspectives and insights from his former service on the board of directors of AK Steel. | | | Professional Experience: •President and CEO of General Cable Corporation, a global manufacturer of aluminum, copper, and fiber-optic wire and cable products (2001 – 2015) •President and Chief Operating Officer of General Cable (1999 – 2001) •Executive Vice President and Chief Operating Officer of General Cable (1997 – 1999) •Served in executive level positions at Penn Central Corporation, where he was responsible for corporate business strategy •Earlier in his career, served as Foreign Service Officer of the U.S. Department of State | | | Other Public Company Directorships (within the past 5 years): •Ingredion Incorporated (since 2005) •AK Steel Holding Corporation (2016 – 2020) |

  37. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  38. Board Membership Criteria: What We Look For

    | 22 | CARDINAL HEALTH 2024 Proxy Statement |

  39. Board Membership Criteria: What We Look For

    | Independent Director Age: 70 Director since: 2015 Board Committees: •Governance and Sustainability •Human Resources and Compensation (Chair) Skills and Experience: | NANCY KILLEFER Former Senior Partner, Public Sector Practice of McKinsey & Company, Inc. | | | Director Qualifications: Having served in key leadership positions in both the public and private sectors and provided strategic counsel to healthcare and consumer-based companies during her 30 years with McKinsey, Ms. Killefer brings to the Board substantial experience in the areas of strategic planning, including healthcare strategy, and marketing and brand-building. Her extensive experience as managing partner of McKinsey’s Public Sector Practice and as a chief financial officer of a government agency provides valuable insights in the areas of government relations, public policy, and finance. Ms. Killefer also brings to the Board valuable perspectives and insights from her service on the boards of directors of Certara (including chairing its Compensation Committee), and Meta Platforms (including chairing its Privacy Committee and serving on its Audit and Risk Oversight Committees), and her prior service on the boards of directors of Avon Products, Natura, and Taubman Centers. | | | Professional Experience: •Senior Partner of McKinsey & Company, Inc., a global management consulting firm (1992 – 2013) •Founder and Managing Partner of McKinsey’s Public Sector Practice (2007 – 2013) •Held a number of key leadership roles at McKinsey, including serving as a member of the firm’s governing board •Assistant Secretary for Management, CFO, and Chief Operating Officer for the U.S. Department of Treasury (1997 – 2000) | | | Other Public Company Directorships (within the past 5 years): •Certara, Inc. (since 2021) •Meta Platforms, Inc. (since 2020) •Avon Products, Inc. (2013 – 2020) •Natura & Co Holding S.A. (2020 – 2023) •Taubman Centers, Inc. (2019 – 2020) |

  40. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  41. Board Membership Criteria: What We Look For

    | CARDINAL HEALTH 2024 Proxy Statement | 23 |

  42. Board Membership Criteria: What We Look For

    | Independent Director Age: 55 Director since: 2022 Board Committees: •Human Resources and Compensation •Risk Oversight Skills and Experience: | CHRISTINE A. MUNDKUR Former CEO of Impopharma Inc. | | | Director Qualifications: Having served in a variety of executive, legal, quality and regulatory compliance, and consulting roles over more than 20 years in the pharmaceutical industry, Ms. Mundkur brings to the Board substantial experience in the areas of healthcare, legal, quality and regulatory compliance, manufacturing operations, strategy, finance, and international markets. She also brings to the Board valuable perspectives and insights from her service on the board of directors of MannKind Corporation, a global biopharmaceutical company focused on treatments for diabetes, and prior service on the board of directors of Lupin Limited, a global biopharmaceutical company listed on the National Stock Exchange of India Ltd. | | | Professional Experience: •CEO and non-voting Chair of the Board of Directors at Impopharma Inc., a generic pharmaceutical inhalation development company (2013 – 2017) •President of CM Strategic Advisors, consulting on global pharmaceutical business strategies (2011 – 2013) •President and CEO of the U.S. Division and Head of Commercial Operations for North America for Sandoz, Inc., a division of the Novartis Group and a global generic and biosimilar pharmaceutical business (2009 – 2010) •CEO of Barr Laboratories, Inc., a subsidiary of Barr Pharmaceuticals, Inc. (2008) •Associate Counsel at Barr Pharmaceuticals and held several positions of increasing responsibility in the company’s quality and regulatory departments (1993 – 2008) | | | Other Public Company Directorships (within the past 5 years): •MannKind Corporation (since 2018) •Lupin Limited (NSE: LUPIN) (2019 – 2022) |

  43. Board Membership Criteria: What We Look For

    | | Board Leadership | | Healthcare Expertise | | Regulatory/Legal/Public Policy Experience | | Information Technology/Cybersecurity Experience | | | Financial Expertise | | Operations Experience | | International Experience | | |

  44. Board Membership Criteria: What We Look For

    | 24 | CARDINAL HEALTH 2024 Proxy Statement |

  45. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The non-management directors received the following compensation during fiscal 2024:

  46. Director Compensation for Fiscal 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Robert W. Azelby(3) | 40,192 | 142,466(4) | — | 182,658 | | Steven K. Barg | 118,051 | 200,037 | — | 318,088 | | Michelle M. Brennan | 118,051 | 200,037 | — | 318,088 | | Sujatha Chandrasekaran | 118,051 | 200,037 | 2,000 | 320,088 | | Carrie S. Cox(5) | 50,764 | 0 | 2,000 | 52,764 | | Bruce L. Downey(5) | 43,257 | 0 | — | 43,257 | | Sheri H. Edison | 138,051 | 200,037 | — | 338,088 | | David C. Evans | 118,051 | 200,037 | 2,000 | 322,088 | | Patricia A. Hemingway Hall | 138,051 | 200,037 | — | 338,088 | | Akhil Johri | 143,051 | 200,037 | 2,000 | 345,088 | | Gregory B. Kenny | 243,051 | 325,047 | 2,000 | 570,098 | | Nancy Killefer | 130,572 | 200,037 | — | 330,609 | | Christine A. Mundkur | 118,051 | 200,037 | — | 318,088 |

  47. Director Compensation for Fiscal 2024

    (1)These awards are RSUs granted under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”). We valued the RSUs by multiplying the closing price of our common shares on the NYSE on the grant date by the number of RSUs awarded. As of June 30, 2024, the aggregate number of shares underlying unvested RSUs held by each director serving on that date was as follows: Mr. Azelby — 1,288 shares; Mr. Barg — 1,965 shares; Ms. Brennan — 1,965 shares; Ms. Chandrasekaran — 1,965 shares; Ms. Edison — 1,965 shares; Mr. Evans — 1,965 shares; Ms. Hemingway Hall — 1,965 shares; Mr. Johri — 1,965 shares; Mr. Kenny — 3,193 shares; Ms. Killefer — 1,965 shares; and Ms. Mundkur — 1,965 shares. (2)The amounts reported in this column represent a company match attributable to a charitable contribution under our matching gift program. This column does not include perquisites received by a director to the extent the amount of all such perquisites received by the director was less than $10,000. (3)Mr. Azelby joined the Board on March 1, 2024. (4)Includes initial RSU grant made on March 15, 2024. (5)Ms. Cox and Mr. Downey served on the Board until their terms expired at the 2023 annual meeting of shareholders.

  48. Director Compensation for Fiscal 2024

    | CARDINAL HEALTH 2024 Proxy Statement | 43 |

  49. Executive Compensation Governance Features

    | WHAT WE HAVE | | WHAT WE DO NOT HAVE | | | | Significant portion of executive pay consists of performance-based “at risk” elements | | No employment agreements with executive team | | | Performance goals for cost savings and Our Path Forward | | No payment of dividend equivalents on PSUs or RSUs until, and only to the extent that, the underlying award vests | | | Caps on annual cash incentive payouts and PSU awards | | No executive pensions | | | Minimum vesting period for long-term incentive awards | | No repricing of underwater options without shareholder approval | | | Stock ownership guidelines for directors and executive officers | | No hedging or pledging of company stock | | | Compensation clawback policies | | No “single trigger” change of control arrangements | | | Longstanding, proactive shareholder engagement program and history of responsiveness | | No excise tax gross-ups upon change of control |

  50. Fiscal 2024 Target Total Direct Compensation

    | Name | Base Salary (Annualized Rate) ($) | Annual Incentive Target (% of Base Salary) | Annual Incentive Target ($) | Long-Term Incentive Target ($) | Target Total Direct Compensation ($) | | Hollar | 1,450,000 | 175 | 2,537,500 | 12,000,000 | 15,987,500 | | Alt | 850,000 | 110 | 935,000 | 3,750,000 | 5,535,000 | | Mason | 725,000 | 100 | 725,000 | 3,000,000 | 4,450,000 | | Weitzman | 725,000 | 100 | 725,000 | 3,500,000 | 4,950,000 | | Mayer | 700,000 | 100 | 700,000 | 3,000,000 | 4,400,000 |

  51. Fiscal 2024 Annual Incentive Compensation

    Fiscal 2024 Annual Incentive Compensation Consistent with last year, the Compensation Committee based the goals for the fiscal 2024 annual cash incentive award program on adjusted non-GAAP operating earnings, operating cash flow, cost savings, and Our Path Forward objectives.

  52. Annual Incentive Goals and Results

    Annual Incentive Goals and Results The table below shows goals for the fiscal 2024 annual incentive program and our performance against those goals.

  53. Annual Incentive Goals and Results

    | (dollars in millions) | Weight | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Adjusted non-GAAP operating earnings(1) | | | | | 106% | 74 pp | | Operating cash flow(1) | | | | | 188% | 30 pp | | Cost savings(2) | | | | | 126% | 13 pp | | Our Path Forward(3) | | Target payout achieved if between 97% and 98% of all eligible employees complete leader capability training; actual completion rate was 100% | | | 150% | 15 pp | | Total performance | | | | | | 132% |

  54. Annual Incentive Goals and Results

    (1)A payout between 20% and 200% is earned for achieving the adjusted non-GAAP operating earnings and operating cash flow goals. (2)A payout between 50% and 200% is earned for achieving the cost savings goal. (3)A payout between 50% and 150% is earned for achieving the Our Path Forward goal. Following a review of the company’s performance against the goals for the fiscal 2024 annual incentive program, the Compensation Committee determined that it would apply negative discretion to reduce awards from 132% of target to 124% for the corporate function, which includes Messrs. Hollar and Alt and Ms. Mayer. This reduction was intended to adjust for certain one-time events, including the cash flow impact from a reduction in inventory associated with the unwinding of a large customer contract that expired at the end of fiscal 2024 and a benefit from COVID-19 vaccine distribution in the first year of commercialization. A portion of the funds available from the reduction was also used to make a bonus payment to supervisory-level employees who were not eligible for incentive compensation to recognize their contributions to our outstanding fiscal 2024 performance.

  55. Annual Incentive Targets and Payouts

    Annual Incentive Targets and Payouts The Compensation Committee annually reviews our named executives’ annual incentive targets as a percentage of base salary. After the review at the beginning of fiscal 2024, the Committee increased Mr. Hollar’s target to 175% (from 150%) to move his target total direct compensation closer to the median of the Comparator Group market data for his role. The Compensation Committee did not change any of the other named executives’ targets. The Compensation Committee awarded each named executive a fiscal 2024 annual incentive award based on corporate performance with respect to Messrs. Hollar and Alt and Ms. Mayer, GPMD segment performance with respect to Mr. Mason, and Pharmaceutical and Specialty Solutions segment performance with respect to Ms. Weitzman.

  56. Annual Incentive Targets and Payouts

    | Name | Target (% of Base Salary) | Target Amount ($) | Actual Amount ($) | Actual (% of Target Amount) | | Hollar | 175 | 2,509,768 | 3,112,112 | 124 | | Alt | 110 | 930,642 | 1,153,996 | 124 | | Mason | 100 | 721,038 | 627,303 | 87 | | Weitzman | 100 | 709,153 | 758,794 | 107 | | Mayer | 100 | 696,038 | 863,087 | 124 |

  57. Annual Incentive Targets and Payouts

    | 52 | CARDINAL HEALTH 2024 Proxy Statement |

  58. Fiscal 2024 Long-Term Incentive Targets and Grants

    Fiscal 2024 Long-Term Incentive Targets and Grants The Compensation Committee annually reviews our named executives’ long-term incentive targets. After the review at the beginning of fiscal 2024, the Committee approved adjustments for our CEO and three other named executives to move their target total direct compensation closer to the median of the Comparator Group market data for their respective roles as well as for internal pay equity considerations.

  59. Fiscal 2024 Long-Term Incentive Targets and Grants

    | | Long-Term Incentive Targets | | | Name | Fiscal 2024 ($) | Fiscal 2023 ($) | | Hollar | 12,000,000 | 11,000,000 | | Alt | 3,750,000 | 3,500,000 | | Mason | 3,000,000 | 3,000,000 | | Weitzman | 3,500,000 | 2,500,000 | | Mayer | 3,000,000 | 2,750,000 |

  60. Fiscal 2024 Long-Term Incentive Targets and Grants

    The following table shows the long-term incentive awards made in the fiscal 2024 annual grant (made on August 16, 2023) to the named executives. The annual grant award mix was 60% in PSUs and 40% in RSUs.

  61. Fiscal 2024 Long-Term Incentive Targets and Grants

    | | Fiscal 2024 Annual Grant Awards | | | | Name | RSUs ($) | Target PSUs ($) | Total ($) | | Hollar | 4,800,000 | 7,200,000 | 12,000,000 | | Alt | 1,500,000 | 2,250,000 | 3,750,000 | | Mason | 1,200,000 | 1,800,000 | 3,000,000 | | Weitzman | 1,400,000 | 2,100,000 | 3,500,000 | | Mayer | 1,200,000 | 1,800,000 | 3,000,000 |

  62. Fiscal 2024-2026 Performance Share Unit Grants

    Fiscal 2024-2026 Performance Share Unit Grants The Compensation Committee based the goals for the PSUs for the fiscal 2024 through fiscal 2026 performance cycle (the “Fiscal 24-26 PSUs”) on adjusted non-GAAP diluted EPS CAGR and average annual dividend yield, operating cash flow, and an Our Path Forward objective. The Compensation Committee added operating cash flow, which replaced the cost savings metric used in prior grants.

  63. Fiscal 2024-2026 Performance Share Unit Grants

    | (dollars in millions) | Weighting | Threshold | Target | Maximum | | Adjusted non-GAAP diluted EPS CAGR and average annual dividend yield(1) | | | | | | Operating cash flow(1) | | | | | | Our Path Forward(1) | | Achieved based on attainment of favorability scores in employee engagement surveys in three separate categories: DE&I; leadership; and competing in the market | | | | Relative TSR modifier(2) | | | | |

  64. Fiscal 2024-2026 Performance Share Unit Grants

    (1)A payout level between 50% and 200% is earned for achieving the adjusted non-GAAP diluted EPS CAGR and average annual dividend yield, operating cash flow, and Our Path Forward goals. (2)The relative TSR modifier decreases the payout by 20% if relative TSR is below the 20th percentile of the S&P 500 Health Care Index and increases it by 20% if relative TSR is above the 80th percentile of the index (unless absolute TSR is negative).

  65. Fiscal 2024-2026 Performance Share Unit Grants

    | CARDINAL HEALTH 2024 Proxy Statement | 53 |

  66. EPS CAGR and Dividend Yield Goal

    EPS CAGR and Dividend Yield Goal Consistent with last year’s PSU grant, 70% of the payout for the Fiscal 24-26 PSUs will be earned based on the sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield over the three-year performance cycle. These measures influence TSR over the long term, align management’s interests with shareholders’ interests, and reflect operating performance as well as capital deployment through acquisitions, dividends, and share repurchases.

  67. Relative TSR Modifier

    Relative TSR Modifier A relative TSR modifier measured over a three-year period continues to link this long-term incentive compensation directly to our relative shareholder returns and provide further alignment with shareholder interests while also recognizing factors that impact our industry and peers. We use the S&P 500 Health Care Index as the peer group because it is an objective, widely available index with broad representation in the healthcare sector. We describe how we calculate the measures referenced above under “Performance Measure Calculations” beginning on page 68.

  68. Fiscal 2022-2024 Performance Share Unit Payouts

    Fiscal 2022-2024 Performance Share Unit Payouts In August 2024, the Compensation Committee certified the payout of the Fiscal 22-24 PSUs at 144%. The payout was increased by 20% after applying the relative TSR modifier. The Fiscal 22-24 PSUs were eligible to be earned based on achievement versus a three-year cumulative adjusted non-GAAP diluted EPS goal, a three-year cost savings goal, and an Our Path Forward measure focused on progress against long-term aspirational diverse management representation goals. In addition, operating cash flow must have exceeded net earnings for the first two years of the performance period for any of the Fiscal 22-24 PSUs to vest, regardless of whether the other goals were achieved. The final payout was also subject to adjustment based on a relative TSR modifier, which decreased the payout by 20% if relative TSR was below the 20th percentile of the S&P 500 Health Care Index and increased it by 20% if relative TSR was above the 80th percentile of the index (unless absolute TSR is negative). We describe how we calculate the measures referenced above under “Performance Measure Calculations” beginning on page 68.

  69. Fiscal 2022-2024 Performance Share Unit Payouts

    | 54 | CARDINAL HEALTH 2024 Proxy Statement |

  70. Fiscal 2022-2024 Performance Share Unit Payouts

    | (dollars in millions, except for per share amounts) | Weighting | Fiscal Year | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Adjusted non-GAAP diluted EPS(1) | | 2022 | | | | | | | | | 2023 | | | | | | | | | 2024 | | | | | | | | 3-Year Cumulative | | | | | 103% | 84 pp | | Cost savings(2) | | | | | | 140% | 26 pp | | Our Path Forward(3) | | | Achieved based on progress against long-term aspirational diverse management representation goals | | | 100% | 10 pp | | Payout before relative TSR modifier applied | | | | | | | 120% | | Relative TSR modifier(4) | | | | 92nd percentile of S&P 500 Health Care Index | | | | | Final payout | | | | | | 144% | |

  71. Fiscal 2022-2024 Performance Share Unit Payouts

    (1)The adjusted non-GAAP diluted EPS goal is a three-year cumulative goal, which is the sum of annual targets set by the Compensation Committee. Achieving threshold performance of 90% of the cumulative EPS goal results in a 50% payout, achieving target performance of 100% of the cumulative EPS goal results in a 100% payout, and achieving maximum performance of 115% of the cumulative EPS goal (or above) results in a 200% payout. The fiscal 2022 and 2023 actual amounts were revised from those reported in last year’s proxy statement as discussed on page 61. (2)A payout between 50% and 200% is earned for achieving the cost savings goal. (3)A payout between 50% and 150% is earned for achieving the Our Path Forward goal. (4)The relative TSR modifier decreases the payout by 20% if relative TSR is below the 20th percentile of the S&P 500 Health Care Index and increases it by 20% if relative TSR is above the 80th percentile of the index (unless absolute TSR is negative).

  72. Fiscal 2022-2024 Performance Share Unit Payouts

    | CARDINAL HEALTH 2024 Proxy Statement | 55 |

  73. Fiscal 2022-2024 Performance Share Unit Payouts

    The chart below shows PSU payouts over the last five performance cycles, illustrating the correlation of pay with performance. Three-year TSR is calculated as TSR over the three fiscal year period expressed as a percentage, calculated based on changes in stock price assuming reinvestment of dividends.

  74. Fiscal 2022-2024 Performance Share Unit Payouts

    | | | | | | | | 3-year TSR | (25.3)% | 31.1% | 24.2% | 100.0% | 86.2% | | Application of relative TSR modifier | 20% reduction in payout | 20% reduction in payout | No modification | 20% increase in payout | 20% increase in payout |

  75. Fiscal 2022-2024 Performance Share Unit Payouts

    The table below shows the target and earned Fiscal 22-24 PSUs for those named executives who had received this grant.

  76. Fiscal 2022-2024 Performance Share Unit Payouts

    | Name | Target Number of Shares (#) | Number of Shares Earned (#) | | Hollar | 31,915 | 45,958(1) | | Mason | 31,915 | 45,958(1) | | Weitzman | 9,671 | 13,926 | | Mayer | 29,014 | 41,780(1) |

  77. Fiscal 2022-2024 Performance Share Unit Payouts

    (1)Per the terms of the Fiscal 22-24 PSUs, 33% of the payout to these NEOs, who were executive officers at the time the grant was made, was deferred for a year after vesting.

  78. Retirement Benefits

    Retirement Benefits Our 401(k) Savings Plan and DCP allow U.S.-based employees to accumulate value on a tax-deferred basis and allow us to be competitive in recruiting and retaining talent. Our DCP permits certain management employees, including the named executives, to defer payment and taxation of a portion of their salary and annual incentive compensation into a variety of different investment alternatives. We make matching contributions subject to limits discussed under “Deferred Compensation” on page 71. We also may make additional contributions to the 401(k) Savings Plan and DCP on the same basis for all participating employees. Named executives also may elect to defer payment and taxation of PSUs and RSUs.

  79. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Under our Cardinal Health, Inc. Senior Executive Severance Plan (the “Severance Plan”) adopted by the Board in 2018, our named executives are eligible for severance benefits under certain circumstances. The table below describes the benefits received by our named executives under specific termination events under the Severance Plan, which reflects the amended terms approved by the Compensation Committee in September 2023 in connection with the business portfolio review discussed further below.

  80. Severance and Change of Control Benefits

    | Termination Event | Benefits Received | | Termination without cause on or before September 21, 2025 and other than during COC Period(1) | •Cash severance equal to 2.25 times the sum of annual base salary and target bonus for the CEO and 1.75 times the sum of annual base salary and target bonus for other named executives •Prorated annual bonus for the year of termination based on actual performance •Prorated vesting of unvested stock awards (with performance awards continuing to remain subject to actual performance) •Up to 18 months of health insurance premiums and up to 12 months of outplacement services | | Termination without cause after September 21, 2025 and other than during COC Period | •Cash severance equal to 2.0 times the sum of annual base salary and target bonus for the CEO and 1.5 times the sum of annual base salary and target bonus for other named executives •Prorated annual bonus for the year of termination based on actual performance •Up to 18 months of health insurance premiums and up to 12 months of outplacement services | | Termination without cause or termination for good reason during COC Period | •Cash severance equal to 2.5 times the sum of annual base salary and target bonus for the CEO and 2.0 times the sum of annual base salary and target bonus for other named executives •Prorated annual bonus for the year of termination based on the greater of target performance and actual performance •Up to 18 months of health insurance premiums and up to 12 months of outplacement services |

  81. Severance and Change of Control Benefits

    (1)For purposes of the Severance Plan, the “COC Period” refers to the two-year period commencing upon the occurrence of a change of control. Receipt of severance benefits is subject to the terms of the Severance Plan, including the required execution of a general release and compliance with certain restrictive covenants. We believe that the Severance Plan is competitive with market practices and provides appropriate levels of benefits under standard terms and conditions related to executive separations. These benefits are an important component of our compensation packages designed to attract and retain top caliber talent in senior leadership roles and define terms and conditions of separation events. We do not have any agreements to provide change-of-control excise tax gross-ups. We have a Policy Regarding Shareholder Approval of Severance Agreements, which requires shareholder approval prior to our entering into severance agreements with executives that would provide cash severance benefits exceeding 2.99 times base salary and target bonus. We discuss our severance and change of control benefits in detail under “Potential Payments on Termination of Employment or Change of Control” beginning on page 73.

  82. Severance Plan Amendment Adopted in Connection With Business Portfolio Review

    Severance Plan Amendment Adopted in Connection With Business Portfolio Review As noted in the Proxy Summary on page 10, in September 2022, the Board formed an advisory Business Review Committee under the Cooperation Agreement with Elliott (which Committee sunsetted in July 2024) to review the company’s strategy, portfolio, capital allocation framework, and operations. In order to ensure that we effectively aligned our executive team through this review with long-term shareholders’ interests and allowed them to focus on business decisions associated with the review without consideration for how a potential business transaction may affect them personally, as disclosed in last year’s proxy statement, on September 21, 2023, the Compensation Committee approved the Third Amendment (the “Amendment”) to the Severance Plan, in which all our currently-employed named executives participate. The Amendment effected an increase in the cash severance multiple for executive officers if we terminate them without cause on or before September 21, 2025 (and not during the two years following a change of control). The severance multiple for the CEO was increased from 2.0 times to 2.25 times the sum of annual base salary and target bonus and the multiple applicable to other named executives was increased from 1.5 times to 1.75 times the sum of annual base salary and target bonus. The Amendment also effected a change to the treatment of unvested stock awards held by executive officers if we terminate them without cause on or before September 21, 2025 (and not during the two years following a change of control), which would provide for prorated vesting of unvested awards (with performance awards continuing to remain subject to

  83. Severance Plan Amendment Adopted in Connection With Business Portfolio Review

    | CARDINAL HEALTH 2024 Proxy Statement | 57 |

  84. Severance Plan Amendment Adopted in Connection With Business Portfolio Review

    actual performance). This treatment of unvested stock awards under such a termination generally mirrors the existing treatment of unvested stock awards held by retirement-eligible executives if they are involuntarily terminated. Mses. Weitzman and Mayer were retirement eligible at the time the Amendment was approved. The Compensation Committee believed that the combination of an increase in severance multiples and prorated vesting of unvested stock awards upon an involuntary termination best suited the Committee’s goal of maintaining management continuity throughout the business review. The above-described changes to the Severance Plan remain in place only until September 21, 2025, following which the Severance Plan will automatically revert to its prior non-change of control severance formulation. Following on from the business review and in recognition of the market for executive talent, in August 2024, the Compensation Committee approved changes to the forms of stock award agreements for future grants to Mr. Hollar that continue to provide for the same treatment as in the Amendment. Specifically, the agreements provide for prorated vesting of unvested awards (with performance awards continuing to remain subject to actual performance) if we terminate Mr. Hollar without cause. We discuss these severance benefits in detail under “Potential Payments on Termination of Employment or Change of Control” beginning on page 73.

  85. Accounting Impact of Severance Plan Amendment on Unvested Stock Awards

    Accounting Impact of Severance Plan Amendment on Unvested Stock Awards As a result of the Amendment discussed above, certain stock awards previously granted to Messrs. Hollar, Alt, and Mason were considered modified for accounting purposes, which impacts the Summary Compensation Table on page 63. As required by SEC rules, the Summary Compensation Table includes incremental accounting expense of $8.3 million for Mr. Hollar, $1.0 million for Mr. Alt, and $2.9 million for Mr. Mason related to the modification of previously granted and reported awards. No additional stock awards were granted. In addition, the modifications had no effect on the performance conditions of unvested PSU grants, which must still be achieved for the PSUs to vest. As noted earlier on page 47, the incremental accounting expense was largely attributable to the increase in our stock price and our strong relative TSR performance since stock awards were granted in fiscal 2022 and 2023. To assist with comparison to prior fiscal years and assessment of trends in our compensation, we present a Supplemental Summary Compensation Table on page 64 that excludes the incremental accounting expense associated with the accounting modifications.

  86. Role of Compensation Committee’s Compensation Consultant

    Role of Compensation Committee’s Compensation Consultant The Compensation Committee has utilized Korn Ferry as its independent executive compensation consultant since 2018. In its role as the Compensation Committee’s executive compensation consultant during fiscal 2024, Korn Ferry (among other things): •reviewed materials prepared for the Compensation Committee by management; •assisted the Compensation Committee in the design and implementation of our executive compensation program, including the selection of the key elements of the program, setting of targeted payments for each element, and establishment of performance targets; •made recommendations regarding the compensation of our CEO and other named executives and the compensation of our directors; •conducted an annual review of the composition of our Comparator Group, advised the Compensation Committee with respect to the competitiveness of our executive and director compensation programs and pay levels in comparison to those of Comparator Group companies, and identified trends in executive and director compensation; •attended Compensation Committee meetings; and •responded to various ad hoc requests from the Compensation Committee. Fees paid to Korn Ferry in fiscal 2024 for executive and director compensation consulting services provided to the Compensation Committee were $283,300. Korn Ferry also provided leadership development and other services to management during the fiscal year. Fees paid to Korn Ferry in fiscal 2024 for these other services were $497,583.

  87. Role of Compensation Committee’s Compensation Consultant

    | 58 | CARDINAL HEALTH 2024 Proxy Statement |

  88. Role of Compensation Committee’s Compensation Consultant

    The Compensation Committee has determined that Korn Ferry is independent and its other work for the company does not raise any conflicts of interest. The Compensation Committee reached this determination by reviewing the fees paid to Korn Ferry and evaluating its work under applicable SEC rules and NYSE listing standards on conflicts of interest and independence. This evaluation included considering all the services provided to the company, the amount of fees received as a percentage of Korn Ferry’s annual revenue, Korn Ferry’s policies and procedures designed to prevent conflicts of interest and maintain independence, any business or personal relationships between Korn Ferry and the members of our Compensation Committee or executive officers, and any ownership of our stock by Korn Ferry’s team that provided executive and director compensation consulting services. The Compensation Committee must pre-approve the engagement of Korn Ferry for any consulting services provided in addition to those provided to the Compensation Committee.

  89. Comparator Group

    Comparator Group Each year, the Compensation Committee, in consultation with Korn Ferry, evaluates a “Comparator Group” of similarly situated public companies that serves as a reference for comparing our named executives’ pay to the market. Our Comparator Group reflects the industry in which we primarily compete for executive talent and includes direct competitors and other companies in the healthcare field. Our Comparator Group also includes air/freight and logistics companies and retailers because of their similar sizes and business models. The following companies comprised the Comparator Group for fiscal 2024 executive pay decisions, which did not change from the prior fiscal year:

  90. Comparator Group

    | Abbott Laboratories | The Kroger Co. | | Baxter International Inc. | Laboratory Corp. of America | | Becton, Dickinson and Company | McKesson Corporation | | Boston Scientific Corporation | Medtronic plc | | Cencora, Inc. | Owens & Minor, Inc. | | The Cigna Group | Stryker Corporation | | CVS Health Corporation | Sysco Corporation | | Danaher Corporation | Target Corporation | | Elevance Health, Inc. | Thermo Fisher Scientific Inc. | | FedEx Corporation | United Parcel Service, Inc. | | Henry Schein, Inc. | UnitedHealth Group Inc. | | Johnson & Johnson | Walgreens Boots Alliance, Inc. |

  91. Comparator Group

    The Compensation Committee uses the following guidelines when it reviews the Comparator Group’s composition to ensure that the companies remain relevant for comparison purposes: •firm size (firms generally falling in the range of 0.2 to 2.0 times our revenue and 0.2 to 5.0 times our market capitalization); •industry; •business model; and •other secondary considerations, such as talent market, customer base, and market presence. Our revenue is in the top quintile of the Comparator Group and our market capitalization is in the bottom quintile.

  92. Comparator Group

    | CARDINAL HEALTH 2024 Proxy Statement | 59 |

  93. How We Use Comparator Group Data

    How We Use Comparator Group Data Each spring, Korn Ferry presents to the Compensation Committee an annual review of the market competitiveness of our named executives’ target total direct compensation using Comparator Group proxy statement data. The review assesses the market positioning of each named executive by position and, for the named executives other than the CEO and CFO, pay rank, and indicates where target total pay falls within a competitive range (generally within 20%) of the median of the Comparator Group. The review also indicates the competitive positioning of each named executive’s base salary, target annual incentives, target total cash compensation, target long-term incentives, target pay mix, and long-term incentive vehicles. At the beginning of the next fiscal year, the Compensation Committee determines target total direct compensation for each named executive using the market competitiveness assessment from the prior spring as a reference point. In addition, the Compensation Committee also takes into consideration internal pay equity and an executive’s experience, scope of responsibility, individual performance, potential, and unique or hard-to-replace skills, as well as retention and other considerations.

  94. Clawback Policies

    Clawback Policies In November 2023, our Board adopted the Cardinal Health, Inc. Clawback Policy (the “Clawback Policy") to comply with final rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the SEC and the applicable NYSE listing standards. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received after the October 2, 2023 effective date of the policy in the event of an accounting restatement. In such an event, we would seek to recover the amount of erroneously awarded incentive-based compensation paid to covered executives that was in excess of the amount that would have been awarded based on the restated financial results, subject to and in accordance with the terms of the Clawback Policy and applicable law. Separate from and in addition to the Clawback Policy, our Cardinal Health, Inc. Management Incentive Plan (“MIP”) and long-term incentive plans contain contractual provisions under which we may seek recovery of both time and performance-vesting incentive awards if a plan participant engages in misconduct that causes or contributes to the need to restate previously filed financial statements and the payment was based on financial results that we subsequently restate. Our MIP and long-term incentive plans also provide for forfeiture of outstanding awards and recovery of gains realized from vested awards if a plan participant breaches our Standards of Business Conduct, discloses confidential information, commits fraud, gross negligence, or willful misconduct, solicits business or our employees, disparages us, or engages in certain competitive actions while employed by Cardinal Health or for a set period of time after termination of employment. We will disclose publicly the incentive compensation forfeitures or recoveries from our executive officers if required by law or NYSE listing standards or if we have already disclosed publicly the underlying event triggering the forfeiture or repayment and the disclosure would not violate any individual’s privacy rights, is not likely to result in or exacerbate any existing or threatened employee, shareholder, or other litigation, arbitration, investigation, or proceeding against us, and is not otherwise prohibited.

  95. Equity Grant Practices

    Equity Grant Practices The Compensation Committee typically approves the annual equity grant in August of each year and sets August 15 as the grant date. The Compensation Committee expects the annual grant date to follow the release of earnings for the prior fiscal year in early August, without regard to whether we are aware of material nonpublic information.

  96. Summary Compensation Table

    Summary Compensation Table

  97. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Jason M. Hollar | 2024 | 1,434,153 | 0 | 20,640,912 | 0 | 3,112,112 | 463,532 | 25,650,709 | | Chief Executive Officer | 2023 | 1,245,534 | 0 | 14,828,888 | 0 | 2,383,757 | 325,588 | 18,783,767 | | | 2022 | 729,247 | 0 | 2,762,792 | 0 | 320,869 | 69,791 | 3,882,699 | | Aaron E. Alt | 2024 | 846,038 | 0 | 4,824,118 | 0 | 1,153,996 | 17,849 | 6,842,001 | | Chief Financial Officer | 2023 | 375,205 | 1,000,000 | 3,815,637 | 0 | 544,798 | 265,008 | 6,000,648 | | Stephen M. Mason | 2024 | 721,038 | 0 | 5,973,322 | 0 | 627,303 | 13,800 | 7,335,463 | | Chief Executive Officer, Global Medical Products and Distribution Segment | 2023 | 695,959 | 0 | 3,184,155 | 0 | 521,969 | 13,200 | 4,415,283 | | | 2022 | 666,781 | 0 | 2,762,792 | 0 | 166,695 | 15,403 | 3,611,671 | | Deborah L. Weitzman | 2024 | 709,153 | 0 | 3,598,977 | 0 | 758,794 | 19,063 | 5,085,987 | | Chief Executive Officer, Pharmaceutical and Specialty Solutions Segment | 2023 | 606,139 | 0 | 2,672,523 | 0 | 773,979 | 17,810 | 4,070,451 | | Jessica L. Mayer | 2024 | 696,038 | 0 | 3,084,840 | 0 | 863,087 | 13,800 | 4,657,765 | | Chief Legal and Compliance Officer | 2023 | 666,918 | 0 | 2,918,878 | 0 | 800,302 | 13,200 | 4,399,298 | | | 2022 | 616,781 | 0 | 4,261,614 | 0 | 244,245 | 12,426 | 5,135,066 |

  98. Summary Compensation Table

    (1)Except as noted below, the amounts reported in the “Stock Awards” column represent the aggregate accounting value of PSUs and RSUs granted during each fiscal year. The accounting values for the PSUs were calculated assuming that the target level of performance conditions will be achieved. The accounting values of the PSUs granted during fiscal 2024 assuming that the highest level of performance conditions will be achieved are: Mr. Hollar — $18,094,259; Mr. Alt — $5,654,420; Mr. Mason — $4,523,707; Ms. Weitzman — $5,277,484; and Ms. Mayer — $4,523,707. As required by SEC rules, the amounts reported in the “Stock Awards” column for fiscal 2024 also include incremental accounting expense for Messrs. Hollar, Alt, and Mason for previously granted stock awards that were considered modified for accounting purposes due to an amendment to our Severance Plan (which is discussed on pages 57 and 58 of CD&A) that changed the treatment of unvested stock awards held by executive officers if we terminate them without cause before September 21, 2025. The amounts of this incremental accounting expense are: Mr. Hollar — $8,301,653; Mr. Alt — $968,118; and Mr. Mason — $2,888,482. No additional stock awards were granted. In addition, the modifications had no effect on the performance conditions of unvested PSU grants, which must still be achieved for the PSUs to vest. To assist with comparison to prior fiscal years and assessment of trends in our compensation, we present a Supplemental Summary Compensation Table below that excludes the incremental accounting expense associated with the modifications. See the Grants of Plan-Based Awards for Fiscal 2024 table on page 66 and the accompanying footnotes for information on how the accounting value of each award granted or modified in fiscal 2024 was determined. (2)The elements of compensation included in the “All Other Compensation” column for fiscal 2024 are set forth in a table below. Mr. Hollar’s amount for fiscal 2023 was understated in last year’s proxy statement by $7,334 due to an error in calculating the incremental cost of his personal use of corporate aircraft.

  99. Summary Compensation Table

    | CARDINAL HEALTH 2024 Proxy Statement | 63 |

  100. Supplemental Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jason M. Hollar | 2024 | 1,434,153 | 0 | 12,339,259 | 0 | 3,112,112 | 463,532 | 17,349,056 | | Chief Executive Officer | 2023 | 1,245,534 | 0 | 14,828,888 | 0 | 2,383,757 | 325,588 | 18,783,767 | | | 2022 | 729,247 | 0 | 2,762,792 | 0 | 320,869 | 69,791 | 3,882,699 | | Aaron E. Alt | 2024 | 846,038 | 0 | 3,856,000 | 0 | 1,153,996 | 17,849 | 5,873,883 | | Chief Financial Officer | 2023 | 375,205 | 1,000,000 | 3,815,637 | 0 | 544,798 | 265,008 | 6,000,648 | | Stephen M. Mason | 2024 | 721,038 | 0 | 3,084,840 | 0 | 627,303 | 13,800 | 4,446,981 | | Chief Executive Officer, Global Medical Products and Distribution Segment | 2023 | 695,959 | 0 | 3,184,155 | 0 | 521,969 | 13,200 | 4,415,283 | | | 2022 | 666,781 | 0 | 2,762,792 | 0 | 166,695 | 15,403 | 3,611,671 | | Deborah L. Weitzman | 2024 | 709,153 | 0 | 3,598,977 | 0 | 758,794 | 19,063 | 5,085,987 | | Chief Executive Officer, Pharmaceutical and Specialty Solutions Segment | 2023 | 606,139 | 0 | 2,672,523 | 0 | 773,979 | 17,810 | 4,070,451 | | Jessica L. Mayer | 2024 | 696,038 | 0 | 3,084,840 | 0 | 863,087 | 13,800 | 4,657,765 | | Chief Legal and Compliance Officer | 2023 | 666,918 | 0 | 2,918,878 | 0 | 800,302 | 13,200 | 4,399,298 | | | 2022 | 616,781 | 0 | 4,261,614 | 0 | 244,245 | 12,426 | 5,135,066 |

  101. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 In the table below, we show the potential ranges of the fiscal 2024 annual incentive awards and PSUs and RSUs granted in fiscal 2024. As required by SEC rules, the table also shows the incremental accounting expense for stock awards granted in fiscal 2022 and 2023 that were considered modified for accounting purposes due to an amendment of our Severance Plan, which is discussed on pages 57 and 58 of the CD&A. No additional stock awards were granted. In addition, the modifications had no effect on the performance conditions of unvested PSU grants, which must still be achieved for the PSUs to vest. We include the accounting values of the stock awards in the “Stock Awards” column of the Summary Compensation Table.

  102. Grants of Plan-Based Awards for Fiscal 2024

    | Name/ Award Type | Grant Date | Approval Date | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Potential Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hollar | | | | | | | | | | | | Annual Incentive | | | 501,954 | 2,509,768 | 4,894,048 | | | | | | | Fiscal 24-26 PSUs | 8/16/2023 | 8/7/2023 | | | | 39,823 | 79,646 | 191,150 | | 7,539,290 | | RSUs | 8/16/2023 | 8/7/2023 | | | | | | | 53,097 | 4,799,969 | | Fiscal 22-24 PSU Modification | 9/21/2023 | 9/21/2023 | | | | 15,958 | 31,915 | 74,681 | | 579,992 | | Fiscal 23-25 PSU Modification | 9/21/2023 | 9/21/2023 | | | | 57,882 | 115,764 | 270,888 | | 5,284,309 | | RSU Modification | 9/21/2023 | 9/21/2023 | | | | | | | 7,093 | 801,505 | | RSU Modification | 9/21/2023 | 9/21/2023 | | | | | | | 56,215 | 1,635,847 | | Alt | | | | | | | | | | | | Annual Incentive | | | 186,128 | 930,642 | 1,814,752 | | | | | | | Fiscal 24-26 PSUs | 8/16/2023 | 8/7/2023 | | | | 12,445 | 24,889 | 59,734 | | 2,355,993 | | RSUs | 8/16/2023 | 8/7/2023 | | | | | | | 16,593 | 1,500,007 | | Fiscal 23-25 PSU Modification | 9/21/2023 | 9/21/2023 | | | | 15,908 | 31,815 | 74,447 | | 830,804 | | RSU Modification | 9/21/2023 | 9/21/2023 | | | | | | | 8,484 | 137,314 | | Mason | | | | | | | | | | | | Annual Incentive | | | 144,208 | 721,038 | 1,406,024 | | | | | | | Fiscal 24-26 PSUs | 8/16/2023 | 8/7/2023 | | | | 9,956 | 19,912 | 47,789 | | 1,884,870 | | RSUs | 8/16/2023 | 8/7/2023 | | | | | | | 13,274 | 1,199,970 | | Fiscal 22-24 PSU Modification | 9/21/2023 | 9/21/2023 | | | | 15,958 | 31,915 | 74,681 | | 579,992 | | Fiscal 23-25 PSU Modification | 9/21/2023 | 9/21/2023 | | | | 12,863 | 25,725 | 60,197 | | 1,174,276 | | RSU Modification | 9/21/2023 | 9/21/2023 | | | | | | | 7,093 | 801,505 | | RSU Modification | 9/21/2023 | 9/21/2023 | | | | | | | 11,434 | 332,710 | | Weitzman | | | | | | | | | | | | Annual Incentive | | | 141,831 | 709,153 | 1,382,848 | | | | | | | Fiscal 24-26 PSUs | 8/16/2023 | 8/7/2023 | | | | 11,615 | 23,230 | 55,752 | | 2,198,952 | | RSUs | 8/16/2023 | 8/7/2023 | | | | | | | 15,487 | 1,400,025 | | Mayer | | | | | | | | | | | | Annual Incentive | | | 139,208 | 696,038 | 1,357,274 | | | | | | | Fiscal 24-26 PSUs | 8/16/2023 | 8/7/2023 | | | | 9,956 | 19,912 | 47,789 | | 1,884,870 | | RSUs | 8/16/2023 | 8/7/2023 | | | | | | | 13,274 | 1,199,970 |

  103. Grants of Plan-Based Awards for Fiscal 2024

    (1)This information relates to annual cash incentive award opportunities with respect to fiscal 2024 performance. Amounts actually earned under the annual cash incentive awards are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. (2)Except as noted in footnote (4) below, “Equity Incentive Plan Awards” are PSUs granted during the fiscal year under our 2021 LTIP. PSUs are eligible to vest after a three-year performance period based on (i) the sum of non-GAAP diluted EPS CAGR and average annual dividend yield, (ii) operating cash flow, and (iii) an Our Path Forward measure, with a modifier based on TSR relative to the S&P 500 Health Care Index. PSUs accrue cash dividend equivalents that are payable when, and only to the extent that, the PSUs vest. (3)Except as noted in footnote (4) below, “All Other Stock Awards” are RSUs granted during the fiscal year under our 2021 LTIP that vest ratably over three years and accrue cash dividend equivalents that are payable when, and only to the extent that, the RSUs vest.

  104. Grants of Plan-Based Awards for Fiscal 2024

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  105. Grants of Plan-Based Awards for Fiscal 2024

    (4)As required by SEC rules, the amounts reported under the “Grant Date Fair Value of Stock Awards” column reflect the incremental accounting expense for stock awards granted in fiscal 2022 and 2023 under our 2021 LTIP and the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (“2011 LTIP”) that were considered modified for accounting purposes due to an amendment of our Severance Plan, which is discussed on pages 57 and 58 of CD&A. The Fiscal 24-26 PSUs and RSUs granted on August 16, 2023 and reported in this table were also considered modified for accounting purposes, but there was no incremental accounting expense incurred with respect to these modifications. (5)We valued PSUs granted or modified during the fiscal year using a Monte Carlo simulation valuation model based on the probable outcome of the performance conditions as of the grant date. The Monte Carlo model applies a risk-free interest rate and expected volatility assumptions. The risk-free interest rate is assumed to equal the yield on U.S. Treasury bonds on the grant date with remaining terms consistent with the remaining performance measurement period. Expected volatility is based on the average of historical volatility over a look-back period commensurate with the remaining performance measurement period ending on the grant date and the implied volatility from exchange-traded options as of the grant date. For PSUs granted on August 16, 2023, the assumed per-share value was $94.66, using a risk-free rate of 4.66% and expected volatility of 23.99%. For PSUs modified on September 21, 2023 that were granted on August 15, 2022 and February 15, 2023, the assumed per-share value was $103.70, using a risk-free rate of 5.13% and expected volatility of 26.58%. For PSUs modified on September 21, 2023 that were granted on August 15, 2021, the assumed per-share value was $108.87, using a risk-free rate of 5.28% and expected volatility of 22.77%. We valued RSUs granted or modified during the fiscal year by multiplying the closing price of our common shares on the NYSE on the grant or modification date by the number of RSUs awarded or modified. Accounting values differ from the compensation values of PSU and RSU awards discussed in the CD&A.

  106. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024 The table below shows the number of shares underlying exercisable and unexercisable stock options and unvested PSUs and RSUs held by our named executives on June 30, 2024.

  107. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    | | | Option Awards | | | | Stock Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Hollar | | | | | | | | | | | | | | | | | 116,405(3) | 11,444,940 | 430,990(4) | 42,374,937 | | Alt | | | | | | | | | | | | | | | | | 25,077(5) | 2,465,571 | 111,817(6) | 10,993,847 | | Mason | | | | | | | | | | | | 8/15/2015 | 5,990 | 0 | 84.27 | 8/15/2025 | | | | | | | 8/15/2016 | 8,971 | 0 | 83.19 | 8/15/2026 | | | | | | | | | | | | 31,801(7) | 3,126,674 | 135,946(8) | 13,366,211 | | Weitzman | | | | | | | | | | | | | | | | | 29,862(9) | 2,936,032 | 96,350(10) | 9,473,132 | | Mayer | | | | | | | | | | | | 8/15/2016 | 3,139 | 0 | 83.19 | 8/15/2026 | | | | | | | 8/15/2017 | 5,534 | 0 | 66.43 | 8/15/2027 | | | | | | | | | | | | 41,764(11) | 4,106,236 | 127,589(12) | 12,544,550 |

  108. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    (1)The market value is the product of $98.32, the closing price of our common shares on the NYSE on June 28, 2024, and the number of shares subject to unvested awards. (2)Fiscal 22-24 PSUs are actual amounts that vested based on our performance over the performance period. Based on current performance in accordance with the SEC rules, PSUs for the fiscal 2023 through fiscal 2025 performance cycle (“Fiscal 23-25 PSUs”) and Fiscal 24-26 PSUs assume payout at the maximum payout level (without giving effect to the relative TSR modifier). Outstanding PSUs, if earned, will pay out in August 2024, August 2025, and August 2026. (3)Reflects RSUs that vest as follows: 35,200 shares on August 15, 2024; 17,699 shares on August 16, 2024; 45,807 shares on August 15, 2025; and 17,699 shares on August 15, 2026. (4)Reflects 45,958 Fiscal 22-24 PSUs, 225,740 Fiscal 23-25 PSUs, and 159,292 Fiscal 24-26 PSUs. (5)Reflects RSUs that vest as follows: 5,531 shares on August 16, 2024; 4,242 shares on February 15, 2025; 5,531 shares on August 15, 2025; 4,242 shares on February 15, 2026; and 5,531 shares on August 15, 2026. (6)Reflects 62,039 Fiscal 23-25 PSUs and 49,778 Fiscal 24-26 PSUs. (7)Reflects RSUs that vest as follows: 12,810 shares on August 15, 2024; 4,424 shares on August 16, 2024; 10,142 shares on August 15, 2025; and 4,425 shares on August 15, 2026. (8)Reflects 45,958 Fiscal 22-24 PSUs, 50,164 Fiscal 23-25 PSUs, and 39,824 Fiscal 24-26 PSUs. (9)Reflects RSUs that vest as follows: 8,643 shares on August 15, 2024; 5,162 shares on August 16, 2024; 10,894 shares on August 15, 2025; and 5,163 shares on August 15, 2026. (10)Reflects 13,926 Fiscal 22-24 PSUs, 35,964 Fiscal 23-25 PSUs, and 46,460 Fiscal 24-26 PSUs. (11)Reflects RSUs that vest as follows: 11,688 shares on August 15, 2024; 4,424 shares on August 16, 2024; 11,561 shares on November 15, 2024; 9,666 shares on August 15, 2025; and 4,425 shares on August 15, 2026.

  109. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

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  110. Option Exercises and Stock Vested for Fiscal 2024

    Option Exercises and Stock Vested for Fiscal 2024 The table below shows stock options that were exercised, and PSUs and RSUs that vested, during fiscal 2024 for each of our named executives.

  111. Option Exercises and Stock Vested for Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Hollar | — | — | 79,691(2) | 7,217,614 | | Alt | — | — | 4,242 | 445,155 | | Mason | — | — | 57,300 | 5,189,661 | | Weitzman | 34,354 | 1,013,512 | 25,306 | 2,302,549 | | Mayer | 2,928 | 60,883 | 56,171 | 5,217,226 |

  112. Option Exercises and Stock Vested for Fiscal 2024

    (1)This column represents shares acquired on vesting of PSUs granted during fiscal 2021 and RSUs granted during fiscal 2021, 2022, and 2023. (2)Includes 35,977 shares the receipt of which was deferred at Mr. Hollar’s election, net of required withholding. See “Deferred Compensation” below for a discussion of deferral terms.

  113. Nonqualified Deferred Compensation in Fiscal 2024

    Nonqualified Deferred Compensation in Fiscal 2024 The table below provides information regarding the named executives’ accounts under our DCP and deferred share arrangements.

  114. Nonqualified Deferred Compensation in Fiscal 2024

    | Name/Award Type | Executive Contributions in Last FY ($)(1)(2) | Cardinal Health Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Hollar | | | | | | | DCP | 523,093 | 4,000 | 177,837 | — | 1,069,382 | | Deferred shares | 3,258,437 | — | 344,342 | — | 5,255,106 | | Alt | | | | | | | DCP | 42,260 | 6,438 | 8,841 | — | 63,268 | | Deferred shares | — | — | — | — | — | | Mason | | | | | | | DCP | — | — | 77,911 | — | 487,964 | | Deferred shares | — | — | — | — | — | | Weitzman | | | | | | | DCP | 486,034 | 4,700 | 394,501 | — | 4,437,414 | | Deferred shares | — | — | — | — | — | | Mayer | | | | | | | DCP | — | — | 13,775 | — | 260,241 | | Deferred shares | — | — | — | — | — |

  115. Nonqualified Deferred Compensation in Fiscal 2024

    (1)The DCP amounts shown include salary and fiscal 2023 cash incentive awards deferred during fiscal 2024. (2)DCP amounts included as contributions in the table and also reported as fiscal 2024 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $75,539; Mr. Alt — $48,698; and Ms. Weitzman — $181,143. (3)We calculate the aggregate DCP earnings based upon the change in value of the investment options selected by the named executive during the year. Aggregate deferred share earnings are calculated based upon the change in their total value from the first day of the fiscal year (or the vesting date, if later) to the last day of the fiscal year. (4)DCP amounts included in the aggregate balance at June 30, 2024 in the table and also reported as fiscal 2023 and 2022 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $276,559; Mr. Alt — $5,521; Mr. Mason — $19,494; and Ms. Weitzman — $493,510.

  116. Nonqualified Deferred Compensation in Fiscal 2024

    | 72 | CARDINAL HEALTH 2024 Proxy Statement |

  117. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End In accordance with the SEC rules, the table below presents the potential payments and benefits in the event of termination of employment or a change of control for each named executive, calculated as if the named executive’s employment had terminated under the indicated circumstances as of June 30, 2024, the last day of fiscal 2024. The table below uses the closing market price of our common shares on June 28, 2024 ($98.32). The table does not include certain other benefits that are available to all our salaried employees upon retirement, death, or disability, including 401(k) Savings Plan distributions, group and supplemental life insurance benefits, and short-term and long-term disability benefits. The amounts reported in the table below are hypothetical amounts. Actual payments will depend on the circumstances and timing of any termination of employment or change of control. The paragraphs following the table explain the general provisions applicable to each termination or change of control situation.

  118. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    | | Voluntary Termination ($)(1) | Involuntary Termination Without Cause ($) | Death or Disability ($) | Qualifying Termination Following Change of Control ($) | | Hollar | | | | | | Cash severance | 0 | 8,971,875 | 0 | 9,968,750 | | Annual cash incentive award(2) | 0 | 2,509,768 | 2,509,768 | 2,509,768 | | Long-term incentive awards(3) | 0 | 32,304,609(4) | 53,819,876(5) | 53,819,876(5) | | Medical benefits | 0 | 22,369 | 0 | 22,369 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 43,833,621 | 56,329,644 | 66,345,763 | | Alt | | | | | | Cash severance | 0 | 3,123,750 | 0 | 3,570,000 | | Annual cash incentive award(2) | 0 | 930,642 | 930,642 | 930,642 | | Long-term incentive awards(3) | 0 | 5,011,075(4) | 13,459,418(5) | 13,459,418(5) | | Medical benefits | 0 | 23,145 | 0 | 23,145 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 9,113,612 | 14,390,060 | 18,008,205 | | Mason | | | | | | Cash severance | 0 | 2,537,500 | 0 | 2,900,000 | | Annual cash incentive award(2) | 0 | 721,038 | 721,038 | 721,038 | | Long-term incentive awards(3) | 0 | 11,353,895(4) | 16,492,885(5) | 16,492,885(5) | | Medical benefits | 0 | 23,035 | 0 | 23,035 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 14,660,468 | 17,213,923 | 20,161,958 | | Weitzman | | | | | | Cash severance | 0 | 2,537,500 | 0 | 2,900,000 | | Annual cash incentive award(2) | 709,153 | 709,153 | 709,153 | 709,153 | | Long-term incentive awards(3) | 7,215,803(4) | 7,215,803(4) | 12,409,164(5) | 12,409,164(5) | | Medical benefits | 0 | 22,259 | 0 | 22,259 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 7,924,956 | 10,509,715 | 13,118,317 | 16,065,576 | | Mayer | | | | | | Cash severance | 0 | 2,450,000 | 0 | 2,800,000 | | Annual cash incentive award(2) | 0 | 696,038 | 696,038 | 696,038 | | Long-term incentive awards(3) | 0 | 11,528,708(4) | 16,650,787(5) | 16,650,787(5) | | Medical benefits | 0 | 15,994 | 0 | 15,994 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 14,715,740 | 17,346,825 | 20,187,819 |

  119. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    (1)Ms. Weitzman satisfied the standard age and service requirements to qualify for retirement under our 2021 LTIP in the event of a voluntary termination. (2)Assumes that the annual cash incentive payouts were at the following fiscal 2024 target amounts: Mr. Hollar — $2,509,768 (actual payout was $3,112,112); Mr. Alt — $930,642 (actual payout was $1,153,996); Mr. Mason — $721,038 (actual payout was $627,303); Ms. Weitzman — $709,153 (actual payout was $758,794); and Ms. Mayer — $696,038 (actual payout was $863,087).

  120. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    | CARDINAL HEALTH 2024 Proxy Statement | 73 |

  121. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    (3)We valued the vesting of PSUs and RSUs by multiplying the closing price of our common shares on June 30, 2024 by the number of PSUs and RSUs. PSUs are valued using the same payout assumptions as noted in footnote (2) to the Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024 table on page 70. (4)Assumes the prorated vesting of long-term incentive awards, as follows: Mr. Hollar — 249,549 PSUs and 79,017 RSUs; Mr. Alt — 37,272 PSUs and 13,695 RSUs; Mr. Mason — 92,675 PSUs and 22,804 RSUs; Ms. Weitzman — 53,387 PSUs and 20,004 RSUs; and Ms. Mayer — 85,710 PSUs and 31,547 RSUs. (5)Assumes the full vesting of long-term incentive awards, as follows: Mr. Hollar — 430,990 PSUs and 116,405 RSUs; Mr. Alt — 111,817 PSUs and 25,077 RSUs; Mr. Mason — 135,946 PSUs and 31,801 RSUs; Ms. Weitzman — 96,350 PSUs and 29,862 RSUs; and Ms. Mayer — 127,589 PSUs and 41,764 RSUs.

  122. Voluntary Termination

    Voluntary Termination If a named executive voluntarily terminates, and they qualify for retirement under our MIP and 2021 LTIP, they generally receive: •a prorated annual cash incentive award based on actual performance; •prorated vesting of RSUs outstanding for at least six months and any outstanding stock options remain exercisable until the expiration of the option term; and •a prorated number of PSUs outstanding for at least six months that vest on the original vesting date based on actual performance. The named executives qualify for retirement upon a voluntary termination if they are age 55 or greater and have at least 10 years of service, or they are age 60 or greater and have at least five years of service. If the named executives voluntarily terminate and do not qualify for retirement, they are not eligible for any of the post-termination benefits described in this section.

  123. Pay Ratio Disclosure

    Pay Ratio Disclosure The Dodd-Frank Act and SEC rules require us to provide the ratio of the annual total compensation of Mr. Hollar, our CEO, to the annual total compensation of our median employee. We identified our median employee using our global employee population as of June 30, 2024. For fiscal 2024, the median annual total compensation of all our employees (other than the CEO) was $56,119. Mr. Hollar’s annual total compensation for fiscal 2024 for purposes of the pay ratio disclosure was $25,665,055. Based on this information, for fiscal 2024, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 457 to 1. This ratio would have been 309 to 1 if the incremental accounting expense for stock awards that were considered modified for accounting purposes was excluded from Mr. Hollar’s annual total compensation. The median employee was a non-exempt, full-time employee located in the United States. The annual total compensation was calculated for both Mr. Hollar and the median employee in accordance with the SEC rules applicable to the Summary Compensation Table, except that it also includes the company-paid portion of health insurance premiums, which is not required to be included in the Summary Compensation Table. The pay ratio disclosure presented above is a reasonable estimate calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exclusions, estimates, and assumptions that reflect their employee populations and compensation practices, the pay ratio disclosure of other companies may not be comparable to the pay ratio reported by us.

  124. Pay Ratio Disclosure

    | 76 | CARDINAL HEALTH 2024 Proxy Statement |

  125. Pay Ratio Disclosure

    The table and graphs below summarize the relationship between the “compensation actually paid” (as required to be defined under the SEC rules, “CAP”) of the principal executive officer (“PEO”) and the non-PEO named executive officers (“Non-PEO NEOs”), and the financial performance of the company over the time horizon set forth below in accordance with applicable SEC rules. The Compensation Committee does not use the CAP amounts as a basis for making compensation decisions. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please see the CD&A beginning on page 46 of this proxy statement. The financial performance measures used for purposes of this disclosure are the company’s TSR, the peer group TSR (as disclosed under Item 201(e) of Regulation S-K under the Exchange Act (“Regulation-S K”)), and the company’s net income, each of which are required financial performance measures under the SEC rules. The SEC rules also require us to select our most important other financial performance measure that is used to link the CAP amounts paid to these officers to the company’s performance, which for fiscal 2024 was determined to be non-GAAP diluted EPS, as reflected in the SEC-required table below.

  126. Pay Ratio Disclosure

    | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income/ (Loss) ($ millions)(4)(5) | Company Selected Measure: Non-GAAP Diluted EPS ($)(5)(6) | | Year | Hollar ($) | Kaufmann ($) | Hollar ($) | Kaufmann ($) | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2024 | 25,650,709 | N/A | 28,304,007 | N/A | 5,980,304 | 7,968,087 | 213 | 145 | 852 | 7.53 | | 2023 | 18,783,767 | 3,528,968 | 40,794,271 | 12,948,517 | 4,153,005 | 9,211,106 | 202 | 132 | 330 | 5.85 | | 2022 | N/A | 13,463,557 | N/A | 3,175,014 | 4,110,560 | 2,918,363 | 109 | 127 | (938) | 5.07 | | 2021 | N/A | 12,482,378 | N/A | 9,686,761 | 3,715,505 | 4,121,383 | 115 | 125 | 611 | 5.57 |

  127. Pay Ratio Disclosure

    (1)The PEO for fiscal 2024 was Mr. Hollar. The PEOs for fiscal 2023 were Mr. Hollar and Michael C. Kaufmann. The PEO for fiscal 2022 and 2021 was Mr. Kaufmann. The Non-PEO NEOs for fiscal 2024 were Mses. Mayer and Weitzman and Messrs. Alt and Mason. The Non-PEO NEOs for fiscal 2023 were Mses. Patricia M. English, Mayer, and Weitzman and Messrs. Alt, Victor L. Crawford, and Mason. The Non-PEO NEOs for fiscal 2022 and 2021 were Ms. Mayer and Messrs. Crawford, Hollar, and Mason. Amounts set forth in the table for the PEO do not include Mr. Hollar’s compensation for years in which he did not serve as PEO. Where applicable, such amounts are included in the Non-PEO NEO amounts. (2)The following tables show the adjustments, each of which is prescribed by the SEC rules, made to calculate the CAP amounts from the Summary Compensation Table (“SCT”) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K. Pursuant to the applicable rules, the amounts in the “Stock Awards” column from the SCT are subtracted from the SCT amounts and the values reflected in the table below are added or subtracted as applicable:

  128. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

  129. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | | 2024 | 2023 | | 2022 | 2021 | | PEO | Hollar ($) | Hollar ($) | Kaufmann ($) | Kaufmann ($) | Kaufmann ($) | | SCT total compensation | 25,650,709 | 18,783,767 | 3,528,968 | 13,463,557 | 12,482,378 | | Adjustments for stock awards | | | | | | | Stock award values reported in SCT for the covered fiscal year | (20,640,912) | (14,828,888) | 0 | (11,051,066) | (10,197,832) | | Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end | 20,398,094 | 29,849,423 | 0 | 10,213,707 | 10,748,666 | | Change in fair value from end of prior fiscal year to vesting date for stock awards granted in prior fiscal years that vested during the covered fiscal year | (329,335) | 460,516 | 2,703,218 | (4,290,114) | (4,389,981) | | Change in fair value from end of prior fiscal year to end of the covered fiscal year for stock awards granted in prior fiscal years that were unvested at the end of the covered fiscal year | 2,379,497 | 5,649,120 | 5,791,292 | (6,590,127) | (482,158) | | Change in dividends accrued | 845,955 | 880,332 | 925,040 | 1,429,057 | 1,525,687 | | Compensation actually paid (as calculated) | 28,304,007 | 40,794,271 | 12,948,517 | 3,175,014 | 9,686,761 |

  130. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | CARDINAL HEALTH 2024 Proxy Statement | 77 |

  131. Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

  132. Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    | | 2024 ($)* | 2023 ($)* | 2022 ($)* | 2021 ($)* | | SCT total compensation | 5,980,304 | 4,153,005 | 4,110,560 | 3,715,505 | | Adjustments for stock awards | | | | | | Stock award values reported in SCT for the covered fiscal year | (4,370,314) | (2,764,459) | (3,137,498) | (2,447,474) | | Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end | 5,630,751 | 4,439,800 | 2,948,596 | 2,579,674 | | Change in fair value from end of prior fiscal year to vesting date for stock awards granted in prior fiscal years that vested during the covered fiscal year | (105,237) | 464,885 | (138,220) | 25,940 | | Change in fair value from end of prior fiscal year to end of the covered fiscal year for stock awards granted in prior fiscal years that were unvested at the end of the covered fiscal year | 567,703 | 2,636,182 | (1,185,583) | (30,365) | | Change in dividends accrued | 264,879 | 281,692 | 320,508 | 278,103 | | Compensation actually paid (as calculated) | 7,968,087 | 9,211,106 | 2,918,363 | 4,121,383 |

  133. Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    * Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year. (3)Pursuant to the SEC rules, TSR measures the cumulative value of an initial investment of $100 on June 30, 2020, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which TSR is calculated, or June 30, 2021, June 30, 2022, June 30, 2023, and June 30, 2024, respectively. As permitted by the SEC rules, the peer group referenced for purpose of the TSR comparison is the S&P 500 Health Care Index, which is the industry peer group used by the company for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described in the CD&A beginning on page 59. (4)Represents the amounts of GAAP net earnings/(loss) attributable to Cardinal Health, Inc. (5)The fiscal 2022 and 2023 amounts were revised from those reported in last year’s proxy statement as discussed on page 61. (6)The primary financial metric for our PSU program is adjusted non-GAAP diluted EPS, which is defined on page 68. See Annex A for a reconciliation to the comparable financial measure prepared in accordance with GAAP and the reasons why we use non-GAAP financial measures.

  134. Description of Compensation Actually Paid Versus Company Performance

    Description of Compensation Actually Paid Versus Company Performance The following charts illustrate the relationships over the past four fiscal years of the CAP amounts for our PEOs and Non-PEO NEOs as compared to our cumulative TSR, peer group TSR, GAAP net income/(loss), and non-GAAP diluted EPS.

  135. Compensation Actually Paid vs. Company and Total Shareholder Return

    Compensation Actually Paid vs. Company and Total Shareholder Return

  136. Compensation Actually Paid vs. Company and Total Shareholder Return

    | | Compensation Actually Paid to Hollar | | Compensation Actually Paid to Kaufmann | | | Average Compensation Actually Paid to Non-PEO NEOs | | Cardinal Health TSR | | | S&P 500 Health Care Index TSR | | |

  137. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  138. Compensation Actually Paid vs. Net Income

    | | Compensation Actually Paid to Hollar | | Compensation Actually Paid to Kaufmann | | | Average Compensation Actually Paid to Non-PEO NEOs | | GAAP Net Income/(Loss) |

  139. Compensation Actually Paid vs. Net Income

    | CARDINAL HEALTH 2024 Proxy Statement | 79 |

  140. Compensation Actually Paid vs. Non-GAAP Diluted EPS

    Compensation Actually Paid vs. Non-GAAP Diluted EPS

  141. Compensation Actually Paid vs. Non-GAAP Diluted EPS

    | | Compensation Actually Paid to Hollar | | Compensation Actually Paid to Kaufmann | | | Average Compensation Actually Paid to Non-PEO NEOs | | Non-GAAP Diluted EPS |

  142. Compensation Actually Paid vs. Non-GAAP Diluted EPS

    | 80 | CARDINAL HEALTH 2024 Proxy Statement |

  143. Compensation Actually Paid vs. Non-GAAP Diluted EPS

    Equity Compensation Plan Information

  144. Majority Vote Standard for Election of Directors

    Majority Vote Standard for Election of Directors To elect directors under Proposal 1, our governing documents require that a director nominee be elected by a majority of votes cast in an uncontested election. If an incumbent director nominee receives a greater number of votes “against” than votes “for” his or her election, our Corporate Governance Guidelines require the director to promptly tender a resignation to the Chairman of the Board. Within 90 days following the certification of the shareholder vote, the Governance and Sustainability Committee will recommend to the Board whether to accept the resignation. Thereafter, the Board will promptly act and publicly disclose its decision and the rationale behind the decision.

  145. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees The Governance and Sustainability Committee will consider candidates recommended by shareholders for election as director. Shareholder recommendations will be evaluated against the same criteria used to evaluate other director nominees, which criteria are discussed under “Board Membership Criteria: What we look for” on page 14. Shareholders who wish to recommend a candidate may do so by writing to the Governance and Sustainability Committee in care of Corporate Secretary, Cardinal Health, Inc., 7000 Cardinal Place, Dublin, Ohio 43017. To be considered by the Governance and Sustainability Committee for consideration at the 2025 annual meeting of shareholders, a shareholder recommendation must be received no later than May 19, 2025. Recommendations must include, at a minimum, the following information: •the name and address of the shareholder making the recommendation; •the name and address of the person recommended for nomination; •if the shareholder is not a shareholder of record, a representation and satisfactory proof of share ownership; •a statement in support of the shareholder’s recommendation, including sufficient information to permit the Governance and Sustainability Committee to evaluate the candidate’s qualifications, skills, and experience; •a description of all direct or indirect arrangements or understandings between the shareholder and the candidate recommended by the shareholder; •information regarding the candidate as would be required to be included in a proxy statement filed in accordance with SEC rules; and •the candidate’s written, signed consent to serve if elected. Shareholders who wish to nominate directors directly for election at an annual meeting of shareholders in accordance with the procedures in our Code of Regulations, including under our proxy access provision, should follow the instructions under “Submitting Proxy Proposals and Director Nominations for the Next Annual Meeting of Shareholders” below and the details contained in our Code of Regulations.

  146. Advance Notice Provisions for Item of Business or Director Nominee

    Advance Notice Provisions for Item of Business or Director Nominee If you intend to present a proposal for other business or a nomination for election to the Board at our 2025 annual meeting of shareholders (other than any such proposal included in our proxy statement and form of proxy under Rule 14a-8 under the Exchange Act), you must comply with the notice requirements set forth in our Code of Regulations and such business must be a proper matter for shareholder action. Among other requirements, you must deliver proper written notice to our corporate secretary at our principal executive offices no earlier than July 9, 2025 and no later than the close of business on August 8, 2025. If the date of the 2025 annual meeting of shareholders is more than 30 days before, or more than 60 days after, November 6, 2025, written notice must be delivered after the close of business on the 120th day prior to the meeting, but before the close of business on the later of the 90th day prior to the meeting or the 10th day after we first publicly announce the date of the meeting.