DEF 14A of Cardinal Health Inc, Sep 27, 2023

DEF 14A of Cardinal Health Inc

Filed Sep 27, 2023 · FY20230001308179-23-001007

Open on EDGAR

  1. Our 2023 Board Nominees

    Our 2023 Board Nominees

  2. Our 2023 Board Nominees

    | | | | | Director | | Committees | | | | | | Nominee | | Age | Occupation | Since | Independent | A | B(1) | G(2) | H(2) | R(2) | | | Steven K. Barg | 61 | Global Head of Engagement, Elliott Management Corporation | 2022 | | | | | | | | | Michelle M. Brennan | 58 | Retired Value Creation Leader, Johnson & Johnson | 2022 | | | | | | | | | Sujatha Chandrasekaran | 56 | Retired Senior EVP and Chief Digital and Information Officer, CommonSpirit Health | 2022 | | | | | | | | | Sheri H. Edison | 66 | Retired EVP and General Counsel, Amcor plc | 2020 | | | | | | | | | David C. Evans | 60 | Retired EVP and CFO, Scotts Miracle-Gro Company and Battelle Memorial Institute | 2020 | | | | | | | | | Patricia A. Hemingway Hall | 70 | Retired President and CEO, Health Care Service Corporation | 2013 | | | | | | | | | Jason M. Hollar | 50 | CEO, Cardinal Health, Inc. | 2022 | | | | | | | | | Akhil Johri | 62 | Operating Advisor to Clayton, Dubilier & Rice; Retired EVP and CFO, United Technologies Corporation | 2018 | | | | | | | | | Gregory B. Kenny | 70 | Retired President and CEO, General Cable Corporation | 2007 | | | | | | | | | Nancy Killefer | 69 | Retired Senior Partner, Public Sector Practice, McKinsey & Company, Inc. | 2015 | | | | | | | | | Christine A. Mundkur | 54 | Retired CEO, Impopharma Inc. | 2022 | | | | | | |

  3. Our 2023 Board Nominees

    | (1) The Business Review Committee was formed on September 6, 2022 under the cooperation agreement that the company entered into with Elliott Associates, L.P. and Elliott International, L.P. On May 3, 2023, the term of the Business Review Committee was extended until July 15, 2024. | | (2) Current Human Resources and Compensation Committee Chair and Governance and Sustainability Committee member Carrie S. Cox has decided not to stand for re-election at the Annual Meeting. Ms. Cox will continue to serve as the Human Resources and Compensation Committee Chair through the November quarterly meeting, following which a new Committee Chair will be appointed. Current Governance and Sustainability Committee and Risk Oversight Committee member Bruce L. Downey was not nominated for re-election because he has reached the director retirement age of 75. |

  4. Our 2023 Board Nominees

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

  5. PROPOSAL 1 — Election of Directors

    PROPOSAL 1 — Election of Directors Our Board currently has 13 members. Eleven of our directors are standing for 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. Each of the nominees is a current director who was elected at last year’s annual meeting of shareholders. Carrie S. Cox, a director since 2009, has decided not to stand for re-election at the Annual Meeting. Bruce L. Downey, a director since 2009, was not nominated for re-election because he has reached the director retirement age of 75 set forth in our Corporate Governance Guidelines. The size of the Board will be reduced to 11 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.

  6. PROPOSAL 1 — Election of Directors

    | | THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES LISTED ON PAGES 14 THROUGH 19. |

  7. Board Membership Criteria: What We Look For

    Board Membership Criteria: What We Look For The Board’s Governance and Sustainability Committee considers and reviews with the Board 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:

  8. Board Membership Criteria: What We Look For

    | • | business experience, qualifications, attributes, and skills, such as relevant industry knowledge (including healthcare, supply chain, and logistics) and experience in operations, technology, 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 (including independence from the interests of any particular single group of shareholders); | | • | 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. |

  9. Board Membership Criteria: What We Look For

    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.

  10. Our Director Nominees

    Our Director Nominees 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, seven of the 11 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.

  11. Our Director Nominees

    | STEVEN K. BARG Age 61 Director since: 2022 Independent Director Board Committees: • Business Review • Governance and Sustainability | Global Head of Engagement at Elliott Management Corporation | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • Catalent, Inc. | • None | | | Background Mr. Barg has served as Global Head of Engagement at Elliott Management Corporation (“EMC”), an investment management firm and affiliate of Elliott Investment Management L.P. (“EIM”), since February 2020. Mr. Barg served as CFO of Elliott Opportunity II Corp., a special purpose acquisition company sponsored by an affiliate of EIM, from February 2021 to July 2023. Prior to joining EMC, Mr. Barg was a Participating Managing Director at The Goldman Sachs Group, Inc., an investment bank and financial services company, from 2010 until November 2019. Earlier in his career, Mr. Barg ran the Asian equity and integrated capital markets businesses for UBS Group AG and served as a Managing Director in Equity Capital Markets at Credit Suisse Group AG. | | | | Qualifications: Mr. Barg brings to the Board financial expertise and extensive investment banking, capital markets, international markets, and corporate governance experience. Mr. Barg established and led what became Goldman Sachs’ Activism and Shareholder Advisory practice, founded and led Goldman Sachs’ M&A Capital Markets practice, and served as Co-head of Asian Equity Capital Markets in Hong Kong at Goldman Sachs. | |

  12. Our Director Nominees

    | MICHELLE M. BRENNAN Age 58 Director since: 2022 Independent Director Board Committees: • Audit • Human Resources and Compensation | Value Creation Leader of Johnson & Johnson (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • Masimo Corporation | • Coupa Software Incorporated | | | Background Prior to her retirement in 2020, Ms. Brennan held various positions of increasing responsibility over 32 years at Johnson & Johnson, a researcher, developer, and manufacturer in the healthcare and consumer packaged goods fields, where she most recently served as Global Value Creation Leader from January 2019 to August 2020. She served as Company Group Chair of Medical Devices in Europe, the Middle East, and Africa (“EMEA”) from 2015 to December 2018, and from 2007 to 2014, she held various senior management positions including President of Enterprise Standards & Productivity, Worldwide President of Ethicon Energy, Regional President of Ethicon Endo Surgery for EMEA, the Mediterranean, and Iberia, and Worldwide Vice President of Business Development & Strategy for Ethicon Endo Surgery. | | | | Qualifications: With an extensive career in senior management positions at Johnson & Johnson, 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 service on its Audit Committee. | |

  13. Our Director Nominees

    | SUJATHA CHANDRASEKARAN Age 56 Director since: 2022 Independent Director Board Committees: • Audit • Risk Oversight | Senior Executive Vice President and Chief Digital and Information Officer of CommonSpirit Health (retired) | | | | Other public company boards: | | | | Current | Within last five years | | | • American Eagle Outfitters, Inc. | • Barry Callebaut (SIX: BARN) | | | • Brenntag SE (FRA: BNR) | | | | Background Ms. Chandrasekaran has been an advisor and independent consultant in the technology and consulting sectors since July 2022. Previously, she served as Senior Executive Vice President and Chief Digital and Information Officer for CommonSpirit Health, a non-profit health system, from 2019 to 2022. Prior to that, she was Global Chief Information Officer for Kimberly-Clark Corporation, a multinational personal care corporation focused on consumer products, from 2016 to 2019 and Senior Vice President, Global Chief Technology and Data Officer for Walmart Inc. from 2011 to 2016. Before joining Walmart, Ms. Chandrasekaran held senior technology, digital, and e-commerce roles at The Timberland Company and leadership roles at Nestlé S.A. | | | | Qualifications Ms. Chandrasekaran brings to the Board substantial business operations, technology, artificial intelligence, and digital experience in a global context, spanning customer engagement, marketing, supply chain, healthcare operations, industrial manufacturing, and cybersecurity. Her deep technical and operational expertise contributes to the Board’s discussions regarding the technology, information security, and operational aspects of our business and strategy. She also brings to the Board valuable perspectives and insights from her service on the board of directors of American Eagle Outfitters (including service on its Audit, Compensation, and Nominating Committees) and on the supervisory board of Frankfurt Stock Exchange-listed Brenntag SE (including service on its Audit and Compliance Committee) and her prior service on the board of directors of Barry Callebaut AG, which is listed on the SIX Swiss Exchange. | |

  14. Our Director Nominees

    | SHERI H. EDISON Age 66 Director since: 2020 Independent Director Board Committees: • Audit • Risk Oversight (Chair) | Executive Vice President and General Counsel of Amcor plc (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • Union Pacific Corporation | • AK Steel Holding Corporation | | | Background Ms. Edison served as Executive Vice President and General Counsel of Amcor plc, a global packaging company, from 2019 through June 2021. Prior to that, she served as Senior Vice President, Chief Legal Officer, and Secretary of Bemis Company, Inc., also a global packaging company, from 2017 until Bemis was acquired by Amcor in 2019. Ms. Edison also served as Vice President, General Counsel, and Secretary of Bemis from 2010 to 2016. She came to Bemis from Hill-Rom Holdings Inc., a global medical device company, where she had served as Senior Vice President and Chief Administrative Officer from 2007 to 2010 and Vice President, General Counsel, and Secretary from 2004 to 2007. Ms. Edison began her career in private legal practice. | | | | 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. | |

  15. Our Director Nominees

    | DAVID C. EVANS Age 60 Director since: 2020 Independent Director Board Committees: • Audit • Risk Oversight | Executive Vice President and CFO of The Scotts Miracle-Gro Company and Battelle Memorial Institute (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • The Scotts Miracle-Gro Company | • None | | | Background Most recently, Mr. Evans served as interim CFO of Scotts Miracle-Gro Company, a consumer lawn and garden products company, from August 2022 until December 2022, and he also served as Cardinal Health’s interim CFO from September 2019 through May 2020. Mr. Evans was Executive Vice President and CFO of Battelle Memorial Institute, a private research and development organization, from 2013 to 2018. Prior to that, he was CFO of The Scotts Miracle-Gro from 2006 until 2013 and Executive Vice President, Strategy and Business Development of Scotts from 2011 until 2013. In all, he spent 20 years in managerial roles at Scotts Miracle-Gro. | | | | Qualifications: Mr. Evans has a deep financial background as the former CFO at Scotts Miracle-Gro and Battelle. 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. | |

  16. Our Director Nominees

    | PATRICIA A. HEMINGWAY HALL Age 70 Director since: 2013 Independent Director Board Committees: • Governance and Sustainability (Chair) • Human Resources and Compensation | President and CEO of Health Care Service Corporation (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • ManpowerGroup Inc. | • Celgene Corporation | | | | • Halliburton Company | | | Background Ms. Hemingway Hall served as President and CEO of Health Care Service Corporation, a mutual health insurer (“HCSC”), from 2008 until 2016. Previously, she held several executive leadership positions at HCSC, including President and Chief Operating Officer from 2007 to 2008 and Executive Vice President of Internal Operations from 2006 to 2007. | | | | Qualifications: As retired President and CEO of HCSC, the 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 evolving 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 and her former service on the boards of Celgene and Halliburton. She currently chairs ManpowerGroup’s Governance and Sustainability Committee and is a member of its Audit Committee. | |

  17. Our Director Nominees

    | JASON M. HOLLAR Age 50 Director since: 2022 Board Committees: • Business Review (Chair) | CEO of Cardinal Health, Inc. | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • DaVita Inc. | • None | | | Background Mr. Hollar was elected CEO of Cardinal Health effective September 1, 2022. From May 2020 to August 2022, he served as our CFO. Prior to that, he served as Executive Vice President and CFO of Tenneco Inc., a global automotive products and services company, from July 2018 to April 2020. He was Senior Vice President Finance at Tenneco Inc. from June 2017 to June 2018 and CFO of Sears Holding Corporation, a holding company for large consumer retailers across the United States, from October 2016 to April 2017. Sears filed for Chapter 11 bankruptcy in October 2018. Prior to Sears, Mr. Hollar worked with both Delphi Automotive and Navistar International in a number of senior finance roles. He served as Delphi’s Corporate Controller and as Vice President of Finance for the company’s powertrain systems division, which also included oversight of the Europe, Middle East, and Africa regions. At Navistar, he held finance positions of increasing responsibility in the company’s engine group, South American operations, and corporate financial planning and analysis. | | | | 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 our 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. | |

  18. Our Director Nominees

    | AKHIL JOHRI Age 62 Director since: 2018 Independent Director Board Committees: • Audit (Chair) • Business Review | Operating Advisor to Clayton, Dubilier & Rice; Executive Vice President and CFO of United Technologies Corporation (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • The Boeing Company | • None | | | Background Mr. Johri has served as an Operating Advisor to Clayton, Dubilier & Rice, a global private equity manager, since 2021. Mr. Johri served as Executive Vice President and CFO of United Technologies Corporation (“UTC”), a provider of high technology products and services to the building systems and aerospace industries, from 2015 to November 2019 and retired from UTC in April 2020. From 2013 to 2014, he served as CFO and Chief Accounting Officer of Pall Corporation, a global supplier of filtration, separations, and purifications products, and from 2011 to 2013, he was Vice President of Finance and CFO of UTC Propulsion & Aerospace Systems, which included Pratt & Whitney and UTC Aerospace Systems. Mr. Johri’s prior roles with UTC include leading investor relations as well as holding senior financial roles with global business units, including 12 years in the Asia Pacific Region. | | | | Qualifications: Having spent more than 25 years in financial leadership positions with 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 Audit Committee. | |

  19. Our Director Nominees

    | GREGORY B. KENNY Age 70 Director since: 2007 Independent Chairman of the Board Board Committees: • Governance and Sustainability | President and CEO of General Cable Corporation (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • Ingredion Incorporated | • AK Steel Holding Corporation | | | Background Mr. Kenny served as President and CEO of General Cable Corporation, a global manufacturer of aluminum, copper, and fiber-optic wire and cable products, from 2001 until 2015. Prior to that, he was President and Chief Operating Officer of General Cable from 1999 to 2001 and Executive Vice President and Chief Operating Officer from 1997 to 1999. Mr. Kenny previously served in executive level positions at Penn Central Corporation, where he was responsible for corporate business strategy, and in diplomatic service as a Foreign Service Officer with the U.S. Department of State. | | | | 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, 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 boards of directors of AK Steel and IDEX Corporation. | |

  20. Our Director Nominees

    | NANCY KILLEFER Age 69 Director since: 2015 Independent Director Board Committees: • Governance and Sustainability • Human Resources and Compensation | Senior Partner, Public Sector Practice of McKinsey & Company, Inc. (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • Certara, Inc. | • Avon Products, Inc. | | | • Meta Platforms, Inc. | • Natura & Co Holding S.A. | | | | • Taubman Centers, Inc. | | | Background Ms. Killefer served as Senior Partner of McKinsey & Company, Inc., a global management consulting firm, from 1992 until 2013. She joined McKinsey in 1979 and held a number of key leadership roles, including serving as a member of the firm’s governing board. Ms. Killefer founded McKinsey’s Public Sector Practice in 2007 and served as its managing partner until her retirement. She also served as Assistant Secretary for Management, CFO, and Chief Operating Officer for the U.S. Department of Treasury from 1997 to 2000. | | | | 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 Committee), and her prior service on the boards of directors of Avon Products, Natura, and Taubman Centers. | |

  21. Our Director Nominees

    | CHRISTINE A. MUNDKUR Age 54 Director since: 2022 Independent Director Board Committees: • Human Resources and Compensation • Risk Oversight | CEO of Impopharma Inc. (retired) | | | | Other Public Company Boards: | | | | Current | Within Last Five Years | | | • MannKind Corporation | • Lupin Limited (NSE: LUPIN) | | | Background Ms. Mundkur most recently served as CEO and non-voting Chair of the Board of Directors at Impopharma Inc., a generic pharmaceutical inhalation development company, from 2013 to 2017. Prior to that, she was President of CM Strategic Advisors, consulting on global pharmaceutical business strategies from 2011 to 2013. Ms. Mundkur also previously served as 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, from 2009 to 2010. Prior to that, she served in 2008 as CEO of Barr Laboratories, Inc., a subsidiary of Barr Pharmaceuticals, Inc., until Barr Pharmaceuticals was acquired by Teva Pharmaceutical Industries Ltd. Ms. Mundkur started her career at Barr Pharmaceuticals as associate counsel in 1993 and held several positions of increasing responsibility in the company’s quality and regulatory departments. | | | | 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. | |

  22. Director Compensation

    Director Compensation

  23. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023 The non-management directors received the following compensation during fiscal 2023:

  24. Director Compensation for Fiscal 2023

    | | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Name | ($) | ($)(1) | ($) | ($) | | Steven K. Barg(2) | 94,063 | 215,970(3) | 0 | 310,033 | | Michelle M. Brennan(2) | 94,063 | 215,970(3) | 0 | 310,033 | | Sujatha Chandrasekaran(2) | 94,063 | 215,970(3) | 0 | 310,033 | | Carrie S. Cox | 138,562 | 185,032 | 2,000(4) | 325,594 | | Bruce L. Downey | 123,904 | 185,032 | 2,000(4) | 310,936 | | Sheri H. Edison | 134,920 | 185,032 | 0 | 319,952 | | David C. Evans | 115,000 | 185,032 | 2,000(4) | 302,032 | | Patricia A. Hemingway Hall | 135,000 | 185,032 | 0 | 320,032 | | Akhil Johri | 140,000 | 185,032 | 0 | 325,032 | | Gregory B. Kenny | 243,562 | 310,017 | 0 | 553,579 | | Nancy Killefer | 115,000 | 185,032 | 0 | 300,032 | | Christine A. Mundkur(2) | 94,063 | 215,970(3) | 0 | 310,033 | | Dean A. Scarborough(5) | 41,353 | 0 | 0 | 41,353 | | John H. Weiland(5) | 44,994 | 0 | 0 | 44,994 |

  25. Director Compensation for Fiscal 2023

    | (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, 2023, the aggregate number of shares underlying unvested RSUs held by each director serving on that date was as follows: Mr. Barg — 2,774 shares; Ms. Brennan — 2,774 shares; Ms. Chandrasekaran — 2,774 shares; Ms. Cox — 2,308 shares; Mr. Downey — 2,308 shares; Ms. Edison — 2,308 shares; Mr. Evans — 2,308 shares; Ms. Hemingway Hall — 2,308 shares; Mr. Johri — 2,308 shares; Mr. Kenny — 3,867 shares; Ms. Killefer — 2,308 shares; and Ms. Mundkur — 2,774. | | (2) Mses. Brennan, Chandrasekaran, and Mundkur and Mr. Barg joined the Board in September 2022. | | (3) Includes initial RSU grant made in September 2022. | | (4) Represents a company match attributable to a charitable contribution under our matching gift program. | | (5) Messrs. Scarborough and Weiland served on the Board until their terms expired at the 2022 annual meeting of shareholders. |

  26. Fiscal 2023 Compensation Highlights

    | • | Non-GAAP operating earnings growth, strong operating cash flow, and above-target cost savings drove a fiscal 2023 annual cash incentive funding of 120% at the enterprise level. | | • | PSUs for the fiscal 2021 through fiscal 2023 performance cycle (the “Fiscal 21-23 PSUs”) paid out at 137% based on below-target performance against a three-year cumulative adjusted non-GAAP EPS goal and over-performance on cost savings and a corporate culture goal focused on leadership score improvement from our employee engagement survey, with an upward modifier applied based on our TSR finishing in the 94th percentile of the S&P 500 Health Care Index. | | • | Mr. Hollar received 132% of his annual cash incentive target based on strong performance in his first year as CEO, growing non-GAAP operating earnings, advancing our long-term strategy, establishing his leadership team, simplifying the enterprise and restructuring the business organizations and corporate functions, leading the ongoing business review being conducted by the Board’s Business Review Committee, and driving significant improvement in employee engagement. Other named executives received between 75% and 136% of their targets based on enterprise, business, and individual performance. | | • | In connection with the ongoing work of the Business Review Committee, the Compensation Committee took certain actions following the fiscal year-end with respect to executive severance protection for a two-year period, as described under “Recent Developments Regarding Severance Benefits for Involuntary Terminations without Cause” on page 51 of the CD&A. These actions will ensure that we effectively align our executive team with long-term shareholders’ interests and allow them to focus on business decisions associated with the review without consideration for how a potential business transaction may affect them personally. |

  27. Shareholder Engagement and Consideration of 2022 Say-on-Pay Vote

    Shareholder Engagement and Consideration of 2022 Say-on-Pay Vote Our annual say-on-pay vote is an opportunity to receive feedback from shareholders regarding our executive compensation program. The Compensation Committee takes the result of this vote into consideration when it determines the compensation of our executive officers. Shareholders demonstrated strong support for our executive compensation program in 2022, as evidenced by the 91% of votes cast in favor of say-on-pay last year. A general overview of our annual shareholder engagement process can be found on page 32. Our Board Chairman, another independent director, and members of senior management engaged with shareholders during the summer of 2023 to discuss executive compensation as well as to provide updates on our strategy and ongoing business review process, Board composition and refreshment, senior leadership transitions, and ESG topics. In our meetings, shareholders continued to express support for the structure of our executive compensation program and its alignment of pay with performance. Shareholders also provided positive feedback on our return to setting three-year PSU goals beginning with the fiscal 2023 annual grant, rather than using a three-year cumulative PSU goal, which was the sum of annual targets. See pages 32 and 33 of this proxy statement for additional information about shareholder engagement.

  28. 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 and PSU payouts | | 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 recoupment (“clawback”) | | No “single trigger” change of control arrangements | | | Long-standing, proactive shareholder engagement program and history of responsiveness | | No excise tax gross-ups upon change of control |

  29. Fiscal 2023 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 | 1,350,000 | 150 | 2,025,000 | 11,000,000 | 14,375,000 | | Alt | 825,000 | 110 | 907,500 | 3,500,000 | 5,232,500 | | Mason | 700,000 | 100 | 700,000 | 3,000,000 | 4,400,000 | | Weitzman | 625,000 | 100 | 625,000 | 2,500,000 | 3,750,000 | | Mayer | 675,000 | 100 | 675,000 | 2,750,000 | 4,100,000 |

  30. Fiscal 2023 Annual Incentive Compensation

    Fiscal 2023 Annual Incentive Compensation Consistent with last year, the Compensation Committee based the goals for the fiscal 2023 annual cash incentive award program on adjusted non-GAAP operating earnings, operating cash flow, cost savings, and Our Path Forward objectives.

  31. Our Path Forward Goal

    | (1) A payout level between 20% and 200% is earned for achieving the adjusted non-GAAP operating earnings and operating cash flow goals. | | (2) A payout level between 50% and 200% is earned for achieving the cost savings goal. | | (3) A payout is earned only if a greater than 90% completion rate is achieved by all incentive-eligible employees for general manager and DE&I-related capabilities trainings. If a payout is earned, the Compensation Committee has the ability to apply a progress modifier to adjust the payout either up or down by up to five percentage points considering other pre-established DE&-related goals. The employee training goal was achieved, and no modifier was applied. |

  32. 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 2023, the Committee increased Ms. Mayer’s target to 100% (from 90%) to move her target total direct compensation closer to the median of the Comparator Group market data for her role as well as for internal pay equity considerations. The Compensation Committee set the targets for Messrs. Hollar and Alt and Ms. Weitzman at 150%, 110%, and 100% of their respective base salaries in connection with their appointments to their new roles. The Compensation Committee awarded each named executive a fiscal 2023 annual incentive award based on the 120% enterprise funding percentage, segment performance with respect to Ms. Weitzman and Messrs. Crawford and Mason, and an individual performance factor.

  33. Annual Incentive Targets and Payouts

    | Name | Target (% of Base Salary) | Target Amount ($) | Actual Amount ($) | Actual (% of Target) | | Hollar | 145(1) | 1,805,877(1) | 2,383,757(1) | 132(1) | | Alt | 110 | 412,726(2) | 544,798(2) | 132 | | Mason | 100 | 695,959 | 521,969 | 75 | | Weitzman | 94(1) | 570,701(1) | 773,979(1) | 136(1) | | Mayer | 100 | 666,918 | 800,302 | 120 | | Kaufmann | 150 | 349,521 | 419,425 | 120 | | English | 45 | 131,159 | 146,705 | 112 | | Crawford | 100 | 280,673 | 345,228 | 123 |

  34. Annual Incentive Targets and Payouts

    | (1) Mr. Hollar’s and Ms. Weitzman’s target and actual amounts reflect the different base salaries and target rates attributable to the different roles they held during fiscal 2023. | | (2) Mr. Alt’s target and actual amounts reflect a prorated portion of his fiscal 2023 annual incentive. |

  35. Annual Incentive Targets and Payouts

    Mr. Hollar’s annual incentive was based on enterprise performance and his individual performance in his first year as CEO, which exceeded expectations. Mr. Hollar was instrumental in growing our non-GAAP operating earnings, advancing our long-term strategy, establishing his leadership team, and simplifying and restructuring the enterprise and its business organizations and corporate functions. Mr. Hollar also led the ongoing business review being conducted by the Board’s Business Review Committee and drove significant improvement in employee engagement. Mr. Alt’s annual incentive, which was prorated from when he joined us on January 16, 2023, was based on enterprise performance and his individual performance, which exceeded expectations. After on-boarding, Mr. Alt quickly assumed a key leadership role in the ongoing business review, helping the company conduct a successful Investor Day in June, and immediately influenced our capital deployment strategy and focused the company on generating strong operating cash flow. Mr. Mason’s annual incentive was based on Medical segment performance, which, although below expectations, reflected progress made towards the segment’s Medical Improvement Plan, including improvement in segment profit later in the fiscal year, strong customer retention, and new customer wins. Ms. Weitzman’s annual incentive was based on Pharmaceutical segment performance and her individual performance in her first year as segment CEO, both of which exceeded expectations. Ms. Weitzman led the restructuring of the segment’s organizational structure, developed and prioritized strategic growth initiatives for the segment’s Specialty and other businesses, and helped to complete the business review for the Pharmaceutical segment. Ms. Mayer’s annual incentive was based on enterprise performance and her individual performance leading our legal, quality, regulatory, and compliance functions and restructuring functional leadership roles. Ms. English’s annual incentive was based on performance of the enterprise (in her Interim CFO role) and corporate function (in her other roles held during the fiscal year) and her individual performance leading the finance organization as interim CFO before Mr. Alt joined us. Messrs. Kaufmann and Crawford each received a prorated portion of their fiscal 2023 annual incentive award based on enterprise and Pharmaceutical segment performance, respectively, under the Cardinal Health, Inc. Senior Executive Severance Plan (“Severance Plan”).

  36. Fiscal 2021-2023 Performance Share Unit Payouts

    Fiscal 2021-2023 Performance Share Unit Payouts In August 2023, the Compensation Committee certified the payout level of the Fiscal 21-23 PSUs at 137%. The Fiscal 21-23 PSUs were eligible to be earned based on achievement versus a three-year cumulative adjusted non-GAAP EPS goal, a three-year cost savings goal, and an Our Path Forward measure focused on leadership score improvement from our employee engagement survey. In addition, operating cash flow must have exceeded net earnings for the first two years of the performance period for any of the Fiscal 21-23 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. The three-year cumulative EPS goal was the sum of annual targets set by the Compensation Committee which aligned with the Board-approved budget in each fiscal year and were consistent with our public EPS guidance range issued at the beginning of each fiscal year. The Compensation Committee set the three-year cost savings target to align with our internal projections and our publicly announced cost savings goal at the time of more than $500 million over five years against a fiscal 2018 base year.

  37. Fiscal 2021-2023 Performance Share Unit Payouts

    | (dollars in millions, except for per share amounts) | Weighting | Fiscal Year | Threshold | Target | Maximum | Percent of Target | Impact on Payout Level | | Adjusted non-GAAP EPS(1) | | 2021 | | | | | | | | | 2022 | | | | | | | | | 2023 | | | | | | | | 3-Year Cumulative | | | | | 97% | 60 pp | | Cost savings(2) | | | | | | 209% | 40 pp | | Our Path Forward(3) | | | | | | 150% | 15 pp | | | | | No change in leadership score | 2 pp increase in leadership score | 9 pp increase in leadership score | | | | Payout level before relative TSR modifier applied | | | | | | | 115% | | Relative TSR modifier(4) | | | | | | 94th percentile | | | Final payout level | | | | | | | 137% |

  38. Fiscal 2021-2023 Performance Share Unit Payouts

    | (1) The adjusted non-GAAP 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 level, achieving target performance of 100% of the cumulative EPS goal results in a 100% payout level, and achieving maximum performance of 115% of the cumulative EPS goal results in a 200% payout level. | | (2) A payout level between 50% and 200% is earned for achieving the cost savings goal. | | (3) A payout level 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. |

  39. Fiscal 2021-2023 Performance Share Unit Payouts

    The chart below shows our PSU payouts (after application of the relative TSR modifier) over the last five performance cycles, illustrating the correlation of pay with performance. The relative TSR modifier was introduced beginning with the PSUs for fiscal 2018 through fiscal 2020 performance cycle. 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.

  40. Fiscal 2021-2023 Performance Share Unit Payouts

    | | | | | | | | 3-year TSR | (33.7)% | (25.3)% | 31.1% | 24.2% | 100.0% | | Application of relative TSR modifier | NA | 20% reduction in payout | 20% reduction in payout | No modification | 20% increase in payout |

  41. Fiscal 2021-2023 Performance Share Unit Payouts

    The table below shows the target and earned Fiscal 21-23 PSUs for those named executives who had received this grant.

  42. Fiscal 2021-2023 Performance Share Unit Payouts

    | Name | Target Number of Shares (#) | Number of Shares Earned (#) | | Hollar | 27,943 | 38,282 | | Mason | 27,943 | 38,282 | | Weitzman | 9,314 | 12,760 | | Mayer | 20,678 | 28,329 | | Kaufmann | 80,918(1) | 110,858(1) | | English | 2,049 | 2,807 | | Crawford | 24,304(1) | 33,296(1) |

  43. Fiscal 2021-2023 Performance Share Unit Payouts

    | (1) Messrs. Kaufmann and Crawford each received a prorated portion of these PSUs since they qualified for retirement treatment under our long-term incentive plans when they departed the company. |

  44. Fiscal 2023 Long-Term Incentive Targets and Grants

    Fiscal 2023 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 2023, the Committee increased each of Messrs. Crawford and Mason’s targets to $3.0 million (from $2.75 million) and Ms. Mayer’s target to $2.75 million (from $2.5 million) 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. The Compensation Committee set Mr. Hollar’s long-term incentive target at $11.0 million in connection with his appointment to CEO, the same as his predecessor’s. This new target was used for Mr. Hollar’s fiscal 2023 annual grant. The following table shows the long-term incentive awards made in the fiscal 2023 annual grant (made in August 2022) to the named executives. The annual grant award mix was 60% in PSUs and 40% in RSUs, except with respect to Mses. Weitzman’s and English’s annual grants, which were made when they were in their former roles.

  45. Fiscal 2023 Long-Term Incentive Targets and Grants

    | | Long-Term Incentive Targets ($) | Fiscal 2023 Annual Grant Awards | | | | Name | | RSUs ($) | Target PSUs ($) | Total ($) | | Hollar | 11,000,000 | 4,400,000 | 6,600,000 | 11,000,000 | | Mason | 3,000,000 | 1,200,000 | 1,800,000 | 3,000,000 | | Weitzman | 1,000,000(1) | 500,000 | 500,000 | 1,000,000 | | Mayer | 2,750,000 | 1,100,000 | 1,650,000 | 2,750,000 | | English | 250,000 | 150,000 | 100,000 | 250,000 | | Crawford | 3,000,000 | 1,200,000(2) | 1,800,000(2) | 3,000,000 |

  46. Fiscal 2023 Long-Term Incentive Targets and Grants

    | (1) In September 2022, the Compensation Committee set Ms. Weitzman’s target at $2.5 million in connection with her promotion to CEO, Pharmaceutical Segment. | | (2) Mr. Crawford forfeited these grants when he departed the company in November 2022 since they were not outstanding for at least six months, which was required to receive retirement treatment of long-term incentive awards. |

  47. Fiscal 2023 Long-Term Incentive Targets and Grants

    In addition to Mr. Hollar’s annual grant, the Compensation Committee approved a $3.0 million alignment grant to give him, as a new CEO, an appropriate ownership stake to align with shareholders. This alignment grant was made as part of Mr. Hollar’s fiscal 2023 annual grant and was split equally between PSUs and RSUs. In addition to Ms. Weitzman’s annual grant, in September 2022, the Compensation Committee approved a grant of $750,000 in PSUs to her in connection with her promotion to CEO, Pharmaceutical Segment. She had also received an additional $750,000 in value of RSUs in her August 2022 annual grant, which was made when she was in her former role, to help retain her considering leadership changes. As part of Ms. English’s compensation for serving as Interim CFO, she received an additional $500,000 in value of PSUs in her annual grant. When Mr. Alt joined us as CFO, the Compensation Committee approved initial long-term incentive grants of $2.5 million in PSUs and $1.0 million in RSUs, which were made in February 2023. These grants and a cash sign-on bonus were intended to address compensation he forfeited when he left his prior employer.

  48. Fiscal 2023-2025 Performance Share Unit Grants

    Fiscal 2023-2025 Performance Share Unit Grants When granting the PSUs for the fiscal 2023 through fiscal 2025 performance cycle (the “Fiscal 23-25 PSUs”), the Compensation Committee returned to setting a three-year EPS goal and, consistent with prior grants, also included strategic measures for cost savings and Our Path Forward goals.

  49. Fiscal 2023-2025 Performance Share Unit Grants

    | (dollars in millions) | Weighting | Threshold | Target | Maximum | | Adjusted non-GAAP EPS CAGR and average annual dividend yield(1) | | | | | | Cost savings(1) | | | | | | Our Path Forward(2) | | Achieved based on progress against long-term aspirational diverse management representation goals | | | | Relative TSR modifier(3) | | | | |

  50. Fiscal 2023-2025 Performance Share Unit Grants

    | (1) A payout level between 50% and 200% is earned for achieving the adjusted non-GAAP EPS and cost savings goals. | | (2) A payout level between 50% and 150% is earned for achieving the Our Path Forward goal. | | (3) 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). |

  51. EPS CAGR and Dividend Yield Goal

    EPS CAGR and Dividend Yield Goal Returning to a three-year EPS goal, seventy percent of the payout for the Fiscal 23-25 PSUs will be earned based on the sum of adjusted non-GAAP EPS CAGR and average annual dividend yield over the three-year performance cycle. The measures are the same that we used for PSU grants prior to fiscal 2018. 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. The financial goal set by the Compensation Committee aligned with the long-term target to average double-digit combined non-GAAP EPS growth and dividend yield that we had reiterated on our August 11, 2022 earnings call.

  52. Cost Savings Goal

    Cost Savings Goal Consistent with last year’s PSU grant, the Fiscal 23-25 PSUs included a three-year cost savings measure. The Compensation Committee set the three-year cost savings target to align with our internal projections.

  53. 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 58.

  54. 401(k) Savings and Deferred Compensation Plans

    401(k) Savings and Deferred Compensation Plans 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 62. We also may make additional contributions to the 401(k) Savings Plan and DCP on the same basis for all employees. Named executives also may elect to defer payment and taxation of PSUs and RSUs.

  55. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Under our Board-adopted Severance Plan, our named executives are eligible for severance benefits under certain circumstances. Specifically, if

  56. Severance and Change of Control Benefits

    | • | we terminate a named executive without cause, or | | • | a named executive resigns for good reason during the two-year period commencing upon a change of control (the “change of control period”) |

  57. Severance and Change of Control Benefits

    then (except as noted in the next section below), the named executive will receive:

  58. Severance and Change of Control Benefits

    | • | in the case of the CEO, cash severance equal to 2.0 times (or 2.5 times if the termination occurs during the change of control period) the sum of annual base salary and target bonus; | | • | in the case of other named executives, cash severance equal to 1.5 times (or 2.0 times if the termination occurs during the change of control period) the sum of annual base salary and target bonus; | | • | a prorated annual bonus for the year of termination based on actual performance (or the greater of target performance and actual performance if the termination occurs during the change of control period); and | | • | up to 18 months of health insurance premiums and up to 12 months of outplacement services. |

  59. Severance and Change of Control Benefits

    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 benefits in detail, including the payments and benefits that Messrs. Kaufmann and Crawford received under the Severance Plan upon their departures, under “Potential Payments on Termination of Employment or Change of Control” beginning on page 64. As previously disclosed, the Board determined that Messrs. Kaufmann’s and Crawford’s departures from the company during fiscal 2023 entitled them to severance benefits as involuntary terminations without cause under the Severance Plan.

  60. Recent Developments Regarding Severance Benefits for Involuntary Terminations without Cause

    Recent Developments Regarding Severance Benefits for Involuntary Terminations without Cause As noted in the Proxy Summary on pages 8 and 9, the Board has formed an advisory Business Review Committee under the Cooperation Agreement to review the company’s strategy, portfolio, capital allocation framework, and operations. This review began in early fiscal 2023 and remains ongoing. In order to ensure that we effectively align our executive team through this ongoing review with long-term shareholders’ interests and allow them to focus on business decisions associated with the ongoing review without consideration for how a potential business transaction may affect them personally, 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 effects an increase in the cash severance multiple for executive officers if we terminate them without cause before September 21, 2025 (and not during the change of control period). The multiple for the CEO was increased from 2 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 equity awards held by executive officers if we terminate them without cause before September 21, 2025, which would provide for prorated vesting of unvested awards through the period of employment (with performance awards also remaining subject to actual performance). If terminated under this scenario, under existing equity agreements, the underlying shares would not be delivered until six months after the named executive’s termination or, if earlier, the date of their death. This treatment of unvested equity awards generally mirrors the existing treatment of unvested equity awards held by retirement-eligible executives. Mses. Weitzman and Mayer are currently retirement eligible, and Mr. Mason will become retirement eligible in October 2023. The Compensation Committee believes that the combination of an increase in severance multiples and retirement treatment of unvested equity awards best suits 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.

  61. 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 2023, Korn Ferry (among other things):

  62. Role of Compensation Committee’s Compensation Consultant

    | • | 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. |

  63. Role of Compensation Committee’s Compensation Consultant

    Fees paid to Korn Ferry in fiscal 2023 for executive and director compensation consulting services provided to the Compensation Committee were $265,600. Korn Ferry also provided leadership development services to management during the fiscal year. Fees paid to Korn Ferry in fiscal 2023 for these other services were $412,550. The Compensation Committee has determined that Korn Ferry is independent and its 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 and NYSE rules 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.

  64. 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 2023 executive pay decisions, which did not change from the prior fiscal year:

  65. 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. | | CIGNA Corporation | 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. |

  66. 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:

  67. Comparator Group

    | • | 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. |

  68. Comparator Group

    Our revenue is in the top quintile of the Comparator Group and our market capitalization is in the bottom quintile.

  69. 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 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.

  70. CFO Offer Letter

    | • | initial long-term incentive awards of $2.5 million in PSUs that are eligible to vest after a three-year performance period and $1.0 million in RSUs that vest ratably over three years; | | • | a $1.0 million cash sign-on bonus; and | | • | a $250,000 lump sum payment for relocation. |

  71. Potential Impact on Compensation from Executive Misconduct (“Clawbacks”)

    Potential Impact on Compensation from Executive Misconduct (“Clawbacks”) We may require repayment of cash incentives and gains realized under equity awards and cancel outstanding equity awards in specified instances of executive misconduct, including misconduct causing a financial statement restatement or a violation of our Standards of Business Conduct. We will adopt a clawback policy that complies with the requirements of NYSE clawback listing standards, as required by SEC Rule 10D-1 in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which policy will augment our existing clawback provisions. We will disclose publicly the incentive compensation forfeitures or repayments from our executive officers if required by law or NYSE listing standard 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. These clawback provisions support our compliance and risk management programs. We discuss the provisions in more detail under “Potential Impact on Compensation from Executive Misconduct (“Clawbacks”)” on page 60.

  72. 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.

  73. Summary Compensation Table

    Summary Compensation Table

  74. 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(3) | 2023 | 1,245,534 | 0 | 14,828,888(4) | 0 | 2,383,757 | 318,254 | 18,776,433 | | Chief Executive Officer and Former Chief Financial Officer | 2022 | 729,247 | 0 | 2,762,792 | 0 | 320,869 | 69,791 | 3,882,699 | | | 2021 | 700,000 | 0 | 2,549,444 | 0 | 630,000 | 71,416 | 3,950,860 | | Aaron E. Alt(5) | 2023 | 375,205 | 1,000,000(5) | 3,815,637(5) | 0 | 544,798 | 265,008 | 6,000,648 | | Chief Financial Officer | | | | | | | | | | Stephen M. Mason | 2023 | 695,959 | 0 | 3,184,155 | 0 | 521,969 | 13,200 | 4,415,283 | | Chief Executive Officer, Medical Segment | 2022 | 666,781 | 0 | 2,762,792 | 0 | 166,695 | 15,403 | 3,611,671 | | | 2021 | 625,000 | 0 | 2,549,444 | 0 | 562,500 | 17,256 | 3,754,200 | | Deborah L. Weitzman(6) | 2023 | 606,139 | 0 | 2,672,523(7) | 0 | 773,979 | 17,810 | 4,070,451 | | Chief Executive Officer, Pharmaceutical Segment | | | | | | | | | | Jessica L. Mayer | 2023 | 666,918 | 0 | 2,918,878 | 0 | 800,302 | 13,200 | 4,399,298 | | Chief Legal and Compliance Officer | 2022 | 616,781 | 0 | 4,261,614 | 0 | 244,245 | 12,426 | 5,135,066 | | | 2021 | 575,000 | 0 | 1,886,574 | 0 | 465,750 | 11,810 | 2,939,134 | | Michael C. Kaufmann(2) | 2023 | 233,014 | 0 | 0 | 0 | 0 | 3,295,954 | 3,528,968 | | Former Chief Executive Officer | 2022 | 1,341,781 | 0 | 11,051,066 | 0 | 805,068 | 265,642 | 13,463,557 | | | 2021 | 1,300,000 | 0 | 10,197,832 | 0 | 780,000 | 204,546 | 12,482,378 | | Patricia M. English(8) | 2023 | 291,465 | 0 | 811,405(9) | 0 | 146,705 | 13,174 | 1,262,749 | | Former Interim Chief Financial Officer | | | | | | | | | | Victor L. Crawford(10) | 2023 | 280,673 | 0 | 3,184,155(11) | 0 | 0 | 1,304,776 | 4,769,604 | | Former Chief Executive Officer, Pharmaceutical Segment | 2022 | 741,295 | 0 | 2,762,792 | 0 | 296,518 | 12,200 | 3,812,805 | | | 2021 | 725,000 | 0 | 2,804,433 | 0 | 652,500 | 35,894 | 4,217,827 |

  75. Summary Compensation Table

    | (1) The amounts reported represent the aggregate accounting value of PSUs and RSUs granted during each fiscal year. The amounts reported in each fiscal year do not represent amounts paid to or realized by the named executives. See the Grants of Plan-Based Awards for Fiscal 2023 table on page 57 and the accompanying footnotes for information on how the accounting value of each award granted in fiscal 2023 was determined. The accounting values of the PSUs granted during fiscal 2023 assuming that the highest level of performance conditions will be achieved are: Mr. Hollar — $20,893,591; Mr. Alt — $6,588,560; Mr. Mason — $4,642,995, Weitzman — $3,328,699; Ms. Mayer — $4,256,188; Ms. English — $1,521,235; and Mr. Crawford — $4,642,995. | | (2) The elements of compensation included in the “All Other Compensation” column for fiscal 2023 are set forth in the table below. | | (3) Mr. Hollar was elected CEO and Mr. Kaufmann departed from the company, each effective September 1, 2022. Prior to that date, Mr. Hollar served as our CFO since May 26, 2020. | | (4) The amount shown in this column includes an additional accounting value of $1,653,513 of PSUs and an additional accounting value of $1,500,017 of RSUs granted to Mr. Hollar in connection with his appointment as CEO. | | (5) Mr. Alt joined us on January 16, 2023 and became CFO on February 10, 2023. To address compensation forfeited at his former employer, Mr. Alt received a cash sign-on bonus of $1,000,000, PSUs with an accounting value of $2,815,628, and RSUs with an accounting value of $1,000,009. He must repay the full sign-on bonus if he is terminated for cause or if he voluntarily leaves the company during the first year following his start date and 50% of it if he is terminated for cause or leaves during the second year following his start date. | | (6) Ms. Weitzman was not previously a named executive. | | (7) The amount shown in this column includes PSUs with an accounting value of $871,338 granted to Ms. Weitzman in connection with her promotion to CEO, Pharmaceutical Segment. | | (8) Ms. English served as Interim CFO from September 1, 2022 until February 10, 2023. She was not previously a named executive. | | (9) The amount shown in this column includes an additional accounting value of $551,171 of PSUs granted to Ms. English in her annual grant in connection with her appointment to Interim CFO. | | (10) Mr. Crawford ceased to serve as CEO, Pharmaceutical Segment effective September 19, 2022, and departed from the company on November 13, 2022. | | (11) Mr. Crawford forfeited his stock award grants when he departed the company since they were not outstanding for at least six months, which was required to receive retirement treatment of long-term incentive awards. |

  76. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 The table below supplements our Summary Compensation Table by providing additional information about our plan-based compensation for fiscal 2023.

  77. Grants of Plan-Based Awards for Fiscal 2023

    | | | | 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 | Grant Date | | Name/ Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares of Stock or Units (#)(3) | Fair Value of Stock Awards ($)(4) | | Hollar | | | | | | | | | | | | Annual Incentive | | | 361,175 | 1,805,877 | 3,521,460 | | | | | | | PSUs(5) | 8/15/2022 | 8/9/2022 | | | | 57,882 | 115,764 | 270,888 | | 8,928,878 | | RSUs(5) | 8/15/2022 | 8/9/2022 | | | | | | | 200,086 | 5,900,010 | | Alt | | | | | | | | | | | | Annual Incentive | | | 82,545 | 412,726 | 804,816 | | | | | | | PSUs(6) | 2/15/2023 | 12/14/2022 | | | | 15,908 | 31,815 | 74,447 | | 2,815,628 | | RSUs(6) | 2/15/2023 | 12/14/2022 | | | | | | | 44,541 | 1,000,009 | | Mason | | | | | | | | | | | | Annual Incentive | | | 139,192 | 695,959 | 1,357,120 | | | | | | | PSUs | 8/15/2022 | 8/9/2022 | | | | 12,863 | 25,725 | 60,197 | | 1,984,169 | | RSUs | 8/15/2022 | 8/9/2022 | | | | | | | 42,875 | 1,199,986 | | Weitzman | | | | | | | | | | | | Annual Incentive | | | 114,140 | 570,701 | 1,112,867 | | | | | | | PSUs | 8/15/2022 | 8/15/2022 | | | | 3,573 | 7,146 | 16,722 | | 551,171 | | RSUs | 8/15/2022 | 8/15/2022 | | | | | | | 36,308 | 1,250,014 | | PSUs(7) | 9/15/2022 | 9/3/2022 | | | | 5,649 | 11,297 | 26,345 | | 871,338 | | Mayer | | | | | | | | | | | | Annual Incentive | | | 133,384 | 666,918 | 1,300,490 | | | | | | | PSUs | 8/15/2022 | 8/9/2022 | | | | 11,791 | 23,582 | 55,182 | | 1,818,880 | | RSUs | 8/15/2022 | 8/9/2022 | | | | | | | 39,303 | 1,099,998 | | Kaufmann | | | | | | | | | | | | Annual Incentive(8) | | | 69,904 | 349,521 | 681,566 | | | | | | | English | | | | | | | | | | | | Annual Incentive | | | 26,232 | 131,159 | 255,760 | | | | | | | PSUs(9) | 8/15/2022 | 8/10/2022 | | | | 4,288 | 8,575 | 20,066 | | 661,390 | | RSUs | 8/15/2022 | 8/10/2022 | | | | | | | 10,719 | 150,015 | | Crawford | | | | | | | | | | | | Annual Incentive(10) | | | 56,135 | 280,673 | 547,312 | | | | | | | PSUs(10) | 8/15/2022 | 8/9/2022 | | | | 12,863 | 25,725 | 60,197 | | 1,984,169 | | RSUs(10) | 8/15/2022 | 8/9/2022 | | | | | | | 42,875 | 1,199,986 |

  78. Grants of Plan-Based Awards for Fiscal 2023

    | (1) This information relates to annual cash incentive award opportunities with respect to fiscal 2023 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) “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) cost savings, 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) “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. | | (4) We valued PSUs 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. The assumed per-share value was $77.13 for the PSUs granted on August 15, 2022 and September 15, 2022, using a risk-free rate of 3.12% and expected volatility of 32.41%, and $88.50 for the PSUs granted on February 15, 2023, using a risk-free rate of 4.47% and expected volatility of 26.81%. We valued RSUs by multiplying the closing price of our common shares on the NYSE on the grant date by the number of RSUs awarded. Accounting values differ from the compensation values of PSU and RSU awards discussed in the CD&A. |

  79. Grants of Plan-Based Awards for Fiscal 2023

    | (5) Mr. Hollar received an additional accounting value of $1,653,513 of PSUs and an additional accounting value of $1,500,017 of RSUs in connection with his appointment to CEO. | | (6) Mr. Alt received these PSUs and RSUs when he joined us as CFO. His sign-on bonus and initial long-term incentive awards were intended to address compensation forfeited at his former employer. | | (7) Ms. Weitzman received these PSUs in connection with her promotion to CEO, Pharmaceutical Segment. | | (8) Mr. Kaufmann received a prorated portion of his fiscal 2023 annual incentive award as a benefit under the Severance Plan. | | (9) Ms. English received an additional accounting value of $551,171 of PSUs in connection with her appointment to Interim CFO. | | (10) Mr. Crawford received a prorated portion of his fiscal 2023 annual incentive award as a benefit under the Severance Plan. He forfeited the PSU and RSU awards when he departed the company on November 13, 2022 since they were not outstanding for at least six months, which was required to receive retirement treatment of long-term incentive awards. |

  80. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2023

    Outstanding Equity Awards at Fiscal Year-End for Fiscal 2023 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, 2023.

  81. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2023

    | | 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 | | | | | | | | | | | | | | | | | 104,717(3) | 9,903,087 | 326,256(4) | 30,854,030 | | Alt | | | | | | | | | | | | | | | | | 12,726(5) | 1,203,498 | 62,039(6) | 5,867,028 | | Mason | | | | | | | | | | | | 8/15/2015 | 5,990 | 0 | 84.27 | 8/15/2025 | | | | | | | 8/15/2016 | 8,971 | 0 | 83.19 | 8/15/2026 | | | | | | | | | | | | 37,545(7) | 3,550,631 | 150,680(8) | 14,249,808 | | Weitzman | | | | | | | | | | | | 8/15/2014 | 6,712 | 0 | 71.43 | 8/15/2024 | | | | | | | 8/15/2015 | 5,990 | 0 | 84.27 | 8/14/2025 | | | | | | | 8/15/2016 | 6,279 | 0 | 83.19 | 8/15/2026 | | | | | | | 8/15/2017 | 15,373 | 0 | 66.43 | 8/15/2027 | | | | | | | | | | | | 26,921(9) | 2,545,919 | 67,582(10) | 6,391,230 | | Mayer | | | | | | | | | | | | 8/15/2013 | 813 | 0 | 51.49 | 8/15/2023 | | | | | | | 8/15/2014 | 1,142 | 0 | 71.43 | 8/15/2024 | | | | | | | 8/15/2015 | 973 | 0 | 84.27 | 8/15/2025 | | | | | | | 8/15/2016 | 3,139 | 0 | 83.19 | 8/15/2026 | | | | | | | 8/15/2017 | 5,534 | 0 | 66.43 | 8/15/2027 | | | | | | | | | | | | 56,332(11) | 5,327,317 | 130,891(12) | 12,378,362 | | Kaufmann | | | | | | | | | | | | 8/15/2014 | 53,698 | 0 | 71.43 | 8/15/2024 | | | | | | | 8/15/2015 | 47,067 | 0 | 84.27 | 8/15/2025 | | | | | | | 8/15/2016 | 59,655 | 0 | 83.19 | 8/15/2026 | | | | | | | 8/15/2017 | 70,102 | 0 | 66.43 | 8/15/2027 | | | | | | | | | | | | 0 | 0 | 207,933(13) | 19,664,224 | | English | | | | | | | | | | | | 8/15/2015 | 998 | 0 | 84.27 | 8/15/2025 | | | | | | | 8/15/2016 | 1,047 | 0 | 83.19 | 8/15/2026 | | | | | | | 8/15/2017 | 1,291 | 0 | 66.43 | 8/15/2027 | | | | | | | | | | | | 5,103(14) | 482,591 | 23,299(15) | 2,203,386 | | Crawford | | | | | | | | | | | | | | | | | 0 | 0 | 61,713(16) | 5,836,198 |

  82. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2023

    | (1) The market value is the product of $94.57, the closing price of our common shares on the NYSE on June 30, 2023, and the number of shares subject to unvested awards. | | (2) Fiscal 21-23 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 2022 through fiscal 2024 performance cycle (“Fiscal 22-24 PSUs”) and Fiscal 23-25 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 2023, August 2024, and August 2025. |

  83. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2023

    | (3) Reflects RSUs that vest as follows: 41,409 shares on August 15, 2023; 35,200 shares on August 15, 2024; and 28,108 shares on August 15, 2025. | | (4) Reflects 38,282 Fiscal 21-23 PSUs, 62,234 Fiscal 22-24 PSUs, and 225,740 Fiscal 23-25 PSUs. | | (5) Reflects RSUs that vest as follows: 4,242 shares on February 15, 2024; 4,242 shares on February 15, 2025; and 4,242 shares on February 15, 2026. | | (6) Reflects 62,039 Fiscal 23-25 PSUs. | | (7) Reflects RSUs that vest as follows: 19,018 shares on August 15, 2023; 12,810 shares on August 15, 2024; and 5,717 shares on August 15, 2025. | | (8) Reflects 38,282 Fiscal 21-23 PSUs, 62,234 Fiscal 22-24 PSUs, and 50,164 Fiscal 23-25 PSUs. | | (9) Reflects RSUs that vest as follows: 11,908 shares on August 15, 2023; 9,058 shares on August 15, 2024; and 5,955 shares on August 15, 2025. | | (10) Reflects 12,760 Fiscal 21-23 PSUs, 18,858 Fiscal 22-24 PSUs, and 35,964 Fiscal 23-25 PSUs. | | (11) Reflects RSUs that vest as follows: 16,282 shares on August 15, 2023; 11,560 shares on November 15, 2023; 11,688 shares on August 15, 2024; 11,561 shares on November 15, 2024; and 5,241 shares on August 15, 2025. | | (12) Reflects 28,329 Fiscal 21-23 PSUs, 56,577 Fiscal 22-24 PSUs, and 45,985 Fiscal 23-25 PSUs. | | (13) Reflects 110,858 Fiscal 21-23 PSUs and 97,075 Fiscal 22-24 PSUs. Under the standard equity plan terms applicable to all retirement-eligible participants, Mr. Kaufmann will receive a prorated portion of Fiscal 21-23 PSUs and Fiscal 22-24 PSUs based on actual performance. Mr. Kaufmann was originally granted 111,773 Fiscal 21-23 PSUs and 127,660 Fiscal 22-24 PSUs at target. | | (14) Reflects RSUs that vest as follows: 2,706 shares on August 15, 2023; 1,682 shares on August 15, 2024; and 715 shares on August 15, 2025. | | (15) Reflects 2,807 Fiscal 21-23 PSUs, 3,771 Fiscal 22-24 PSUs, and 16,721 Fiscal 23-25 PSUs. | | (16) Reflects 33,296 Fiscal 21-23 PSUs and 28,417 Fiscal 22-24 PSUs. Under the standard equity plan terms applicable to all retirement-eligible participants, Mr. Crawford will receive a prorated portion of Fiscal 21-23 PSUs and Fiscal 22-24 PSUs based on actual performance. Mr. Crawford was originally granted 30,738 Fiscal 21-23 PSUs and 31,915 Fiscal 22-24 PSUs at target. |

  84. Option Exercises and Stock Vested for Fiscal 2023

    Option Exercises and Stock Vested for Fiscal 2023 The table below shows stock options that were exercised, and PSUs and RSUs that vested, during fiscal 2023 for each of our named executives.

  85. Option Exercises and Stock Vested for Fiscal 2023

    | | 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 | — | — | 39,111 | 2,841,130 | | Alt | — | — | — | — | | Mason | 16,864 | 219,532 | 50,338 | 3,522,150 | | Weitzman | — | — | 25,450 | 1,784,267 | | Mayer | 442 | 13,043 | 54,392 | 3,855,647 | | Kaufmann | 164,607 | 4,797,808 | 255,887(2) | 17,959,909(2) | | English | — | — | 3,262 | 228,242 | | Crawford | — | — | 71,669(2) | 5,080,824(2) |

  86. Option Exercises and Stock Vested for Fiscal 2023

    | (1) This column represents the vesting during fiscal 2023 of PSUs granted during fiscal 2020 for the fiscal 2020 through fiscal 2022 performance cycle and RSUs granted during fiscal 2020, 2021, and 2022. The number of shares acquired on vesting includes 17,472 PSUs deferred at the election of Mr. Hollar, net of required withholding. See “Deferred Compensation” below for a discussion of deferral terms. | | (2) Includes prorated portions of RSUs that Messrs. Kaufmann and Crawford received when they left the company under the standard terms of our long-term incentive plans applicable to all retirement-eligible participants. Delivery of these shares was delayed for six months to comply with applicable tax rules. |

  87. Nonqualified Deferred Compensation in Fiscal 2023

    Nonqualified Deferred Compensation in Fiscal 2023 The table below provides information regarding the named executives’ accounts under our DCP and deferred share arrangements.

  88. Nonqualified Deferred Compensation in Fiscal 2023

    | 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 | 185,623 | 5,500 | 45,893 | — | 364,451 | | Deferred shares | 1,222,516 | — | 429,811 | — | 1,652,327 | | Alt | | | | | | | DCP | 4,760 | 762 | 208 | — | 5,729 | | Deferred shares | — | — | — | — | — | | Mason | | | | | | | DCP | — | — | 52,342 | — | 410,053 | | Deferred shares | — | — | — | — | — | | Weitzman | | | | | | | DCP | 254,361 | 4,000 | 261,278 | — | 3,552,179 | | Deferred shares | — | — | — | — | — | | Mayer | | | | | | | DCP | — | — | 9,037 | — | 264,467 | | Deferred shares | — | — | — | — | — | | Kaufmann | | | | | | | DCP | 58,495 | — | 445,288 | — | 4,753,657 | | Deferred shares | — | — | 948,831 | — | 2,121,300 | | English | | | | | | | DCP | — | — | — | — | — | | Deferred shares | — | — | — | — | — | | Crawford | | | | | | | DCP | — | — | 270 | — | 3,530 | | Deferred shares | — | — | — | — | — |

  89. Nonqualified Deferred Compensation in Fiscal 2023

    | (1) The DCP amounts shown include salary and fiscal 2022 cash incentive awards deferred during fiscal 2023. | | (2) DCP amounts included as contributions in the table and also reported as fiscal 2023 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $66,732; Mr. Alt — $5,521; Ms. Weitzman — $183,919; and Mr. Kaufmann — $14,019. | | (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, 2023 in the table and also reported as fiscal 2022 and 2021 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $95,952; Mr. Mason — $56,033; and Mr. Kaufmann — $140,577. |

  90. 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, other than Messrs. Kaufmann and Crawford, calculated as if the named executive’s employment had terminated under the indicated circumstances as of June 30, 2023, the last day of fiscal 2023. Messrs. Kaufmann and Crawford departed from the company on September 1, 2022 and November 13, 2022, respectively. As previously disclosed, the Board determined that their departures entitled them to severance benefits as involuntary terminations without cause under the Severance Plan. The payments and benefits that they became entitled to receive in connection with their departures from the company are discussed under the heading “Kaufmann and Crawford Departures” on page 67. The table below uses the closing market price of our common shares on June 30, 2023 ($94.57). The table:

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

    | • | does not reflect the temporary adjustments to our Severance Plan, which were implemented after the end of fiscal 2023 and are described under “Recent Developments Regarding Severance Benefits for Involuntary Terminations without Cause” on page 51 of the CD&A; and | | • | does not include certain other benefits that are available to all of 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. |

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

    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.

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

    | | Voluntary Termination ($)(1) | Involuntary Termination Without Cause ($)(1) | Death or Disability ($) | Qualifying Termination Following Change of Control ($) | | Hollar | | | | | | Cash severance | 0 | 6,750,000 | 0 | 8,437,500 | | Annual cash incentive award(2) | 0 | 1,805,877 | 1,805,877 | 1,805,877 | | Long-term incentive awards(3) | 0 | 0 | 27,489,418(4) | 27,489,418(4) | | Medical benefits | 0 | 24,375 | 0 | 24,375 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | TOTAL | 0 | 8,605,252 | 29,295,295 | 37,782,171 | | Alt | | | | | | Cash severance | 0 | 2,598,750 | 0 | 3,465,000 | | Annual cash incentive award(2) | 0 | 412,726 | 412,726 | 412,726 | | Long-term incentive awards(3) | 0 | 0 | 4,212,242(4) | 4,212,242(4) | | Medical benefits | 0 | 20,780 | 0 | 20,780 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | TOTAL | 0 | 3,057,256 | 4,624,968 | 8,135,749 | | Mason | | | | | | Cash severance | 0 | 2,100,000 | 0 | 2,800,000 | | Annual cash incentive award(2) | 0 | 695,959 | 695,959 | 695,959 | | Long-term incentive awards(3) | 0 | 0 | 12,621,974(4) | 12,621,974(4) | | Medical benefits | 0 | 22,104 | 0 | 22,104 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | TOTAL | 0 | 2,843,063 | 13,317,933 | 16,165,037 | | Weitzman | | | | | | Cash severance | 0 | 1,875,000 | 0 | 2,500,000 | | Annual cash incentive award(2) | 570,701 | 570,701 | 570,701 | 570,701 | | Long-term incentive awards(3) | 3,925,033(5) | 3,925,033(5) | 6,411,373(4) | 6,411,373(4) | | Medical benefits | 0 | 21,949 | 0 | 21,949 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | TOTAL | 4,495,734 | 6,417,683 | 6,982,074 | 9,529,023 |

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

    | | Voluntary Termination ($)(1) | Involuntary Termination Without Cause ($)(1) | Death or Disability ($) | Qualifying Termination Following Change of Control ($) | | Mayer | | | | | | Cash severance | 0 | 2,025,000 | 0 | 2,700,000 | | Annual cash incentive award(2) | 0 | 666,918 | 666,918 | 666,918 | | Long-term incentive awards(3) | 0 | 8,886,081(5) | 12,980,394(4) | 12,980,394(4) | | Medical benefits | 0 | 15,738 | 0 | 15,738 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | TOTAL | 0 | 11,618,737 | 13,647,312 | 16,388,051 | | English | | | | | | Cash severance | 0 | 652,500 | 0 | 870,000 | | Annual cash incentive award(2) | 0 | 131,159 | 131,159 | 131,159 | | Long-term incentive awards(3) | 0 | 0 | 1,741,885(4) | 1,741,885(4) | | Medical benefits | 0 | 22,104 | 0 | 22,104 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | TOTAL | 0 | 830,763 | 1,873,044 | 2,790,147 |

  95. 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 either a voluntary termination or an involuntary termination without cause. Ms. Mayer satisfied the standard age and service requirements to qualify for retirement under our 2021 LTIP in the event of an involuntary termination without cause. | | (2) Assumes that the annual cash incentive payouts were at the following fiscal 2023 target amounts: Mr. Hollar — $1,805,877 (actual payout was $2,383,757); Mr. Alt — $412,726 (actual payout was $544,798); Mr. Mason — $695,959 (actual payout was $521,969); Ms. Weitzman — $570,701 (actual payout was $773,979); Ms. Mayer — $666,918 (actual payout was $800,302); and Ms. English — $131,159 (actual payout was $146,705). | | (3) We valued the vesting of PSUs and RSUs by multiplying the closing price of our common shares on June 30, 2023 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 2023 table on page 61. | | (4) Assumes the full vesting of long-term incentive awards, as follows: Mr. Hollar — 185,961 PSUs and 104,717 RSUs; Mr. Alt — 31,815 PSUs and 12,726 RSUs; Mr. Mason —95,922 PSUs and 37,545 RSUs; Ms. Weitzman — 40,874 PSUs and 26,921 RSUs; Ms. Mayer — 80,925 PSUs and 56,332 RSUs; and Ms. English — 13,316 PSUs and 5,103 RSUs. Because Mr. Alt did not have long-term incentive awards outstanding for at least six months, he would not have received vesting if he was disabled. | | (5) Assumes the prorated vesting of long-term incentive awards, as follows: Ms. Weitzman — 24,391 PSUs and 17,113 RSUs; and Ms. Mayer — 55,484 PSUs and 38,479 RSUs. |

  96. Voluntary Termination

    Voluntary Termination If a named executive voluntarily terminates, and they qualify for retirement under our MIP and 2021 LTIP, they generally receive:

  97. Voluntary Termination

    | • | a prorated annual cash incentive award based on actual performance; | | • | prorated vesting of stock options and RSUs outstanding for at least six months and 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. |

  98. Voluntary Termination

    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.

  99. Involuntary Termination Without Cause(1)

    Involuntary Termination Without Cause(1) If a named executive is involuntarily terminated without cause prior to a change of control or following the second anniversary of a change of control, they generally receive under our Severance Plan:

  100. Involuntary Termination Without Cause(1)

    | • | cash severance equal to 2.0 times in the case of the CEO, and 1.5 times in the case of the other named executives, the sum of annual base salary and target annual cash incentive payable in equal installments over 18 to 24 months; | | • | a prorated annual cash incentive award based on actual performance; and | | • | up to 18 months of health insurance premiums and up to 12 months of outplacement services (up to a maximum value of $25,000). |

  101. Involuntary Termination Without Cause(1)

    In addition, if the named executive qualifies for retirement under our MIP and 2021 LTIP, they receive the same post-termination benefits with respect to equity awards as in a voluntary termination. Retirement qualification is the same as in a voluntary termination, except that the named executives can also qualify for retirement upon an involuntary termination without cause if they are age 53 or greater and have at least eight years of service, or they are age 59 or greater and have at least four years of service. If a named executive is involuntarily terminated without cause and does not qualify for retirement, a named executive will only receive equity awards that vest before termination; otherwise unvested equity awards are forfeited, and the named executive must exercise vested stock options within 90 days.

  102. Involuntary Termination Without Cause(1)

    | (1) This description reflects the termination benefits in place as of June 30, 2023, the last day of fiscal 2023, and does not reflect temporary changes to our Severance Plan implemented thereafter and described under “Recent Developments Regarding Severance Benefits for Involuntary Terminations without Cause” on page 51 of the CD&A. |

  103. 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 since September 1, 2022, to the annual total compensation of our median employee. As permitted by SEC rules, we used the same median employee this year that we used for our pay ratio disclosure in our 2021 proxy statement, because there has been no change in our global employee population or employee compensation arrangements that we believe would result in a significant impact to the pay ratio. We identified our median employee using our global employee population identified as of June 30, 2021. For fiscal 2023, the median annual total compensation of all our employees (other than the CEO) was $69,024. Mr. Hollar’s annual total compensation for fiscal 2023 for purposes of the pay ratio disclosure was $18,536,924. Based on this information, for fiscal 2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 269 to 1. 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. Since Mr. Hollar was appointed CEO effective September 1, 2022, we annualized his base salary and annual cash incentive award. 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.

  104. Pay Versus Performance

    Pay Versus Performance 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 officers (“PEOs”) 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 40 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 2023 was determined to be non-GAAP EPS, as reflected in the SEC-required table below.

  105. Pay Versus Performance

    | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average | | Value of Initial Fixed $100 Investment Based On: | | | Company | | | Hollar | Kaufmann | Hollar | Kaufmann | Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | GAAP Net Income/ (Loss) | Selected Measure: Non-GAAP EPS | | Year | ($) | ($) | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(3) | ($ millions)(4) | ($)(5) | | 2023 | 18,776,433 | 3,528,968 | 40,924,299 | 12,886,904 | 4,153,005 | 9,228,441 | 202 | 132 | 261 | 5.79 | | 2022 | N/A | 13,463,557 | N/A | 3,445,022 | 4,110,560 | 3,024,965 | 109 | 127 | (933) | 5.06 | | 2021 | N/A | 12,482,378 | N/A | 10,381,831 | 3,715,505 | 4,193,246 | 115 | 125 | 611 | 5.57 |

  106. Pay Versus Performance

    | (1) The PEOs for fiscal 2023 were Messrs. Hollar and Kaufmann. The PEO for fiscal 2022 and 2021 was Mr. Kaufmann. The Non-PEO NEOs for fiscal 2023 were Mses. English, Mayer, and Weitzman, and Messrs. Alt, 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 PEOs 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. |

  107. Pay Versus Performance

    | (2) The following table describes the adjustments, each of which is prescribed by the SEC rules, 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: |

  108. Pay Versus Performance

    | | 2023 | | | 2022 | | 2021 | | | | Hollar | Kaufmann | Non-PEO NEOs | Kaufmann | Non-PEO NEOs | Kaufmann | Non-PEO NEOs | | | ($) | ($) | ($)* | ($) | ($)* | ($) | ($)* | | SCT total compensation | 18,776,433 | 3,528,968 | 4,153,005 | 13,463,557 | 4,110,560 | 12,482,378 | 3,715,505 | | Adjustments for stock awards | | | | | | | | | Stock award values reported in SCT for the covered fiscal year | (14,828,888) | 0 | (2,764,459) | (11,051,066) | (3,137,498) | (10,197,832) | (2,447,474) | | Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end | 29,849,423 | 0 | 4,439,800 | 10,213,707 | 2,948,596 | 10,748,666 | 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 | 460,516 | 2,703,218 | 464,885 | (4,290,114) | (138,220) | (4,389,981) | 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 | 5,649,120 | 5,791,292 | 2,636,182 | (6,590,127) | (1,185,583) | (482,158) | (30,365) | | Change in dividends accrued | 1,017,695 | 863,427 | 299,027 | 1,699,065 | 427,110 | 2,220,758 | 349,967 | | Compensation Actually Paid (as calculated) | 40,924,299 | 12,886,904 | 9,228,441 | 3,445,022 | 3,024,965 | 10,381,831 | 4,193,246 |

  109. Pay Versus Performance

    | * Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year. |

  110. Pay Versus Performance

    | (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, and June 30, 2023, 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 52. | | (4) Represents the amounts of GAAP net earnings/(loss) attributable to Cardinal Health, Inc. | | (5) The primary financial metric for our PSU program is adjusted non-GAAP EPS, which is defined on page 59. 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. |

  111. 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 three 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 EPS.

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

    Compensation Actually Paid vs. Company and Total Shareholder Return

  113. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  114. Compensation Actually Paid vs. Non-GAAP EPS

    Compensation Actually Paid vs. Non-GAAP EPS

  115. 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.

  116. 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 13. 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 2024 annual meeting of shareholders, a shareholder recommendation must be received no later than May 30, 2024. Recommendations must include, at a minimum, the following information:

  117. Shareholder Recommendations for Director Nominees

    | • | 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. |

  118. Shareholder Recommendations for Director Nominees

    Shareholders who wish to nominate directors directly for election at an annual meeting of shareholders in accordance with the procedures in our Restated 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 Restated Code of Regulations.

  119. 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 2024 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 Restated 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 18, 2024 and no later than the close of business on August 17, 2024. If the date of the 2024 annual meeting of shareholders is more than 30 days before, or more than 60 days after, November 15, 2024, 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.