DEF 14A of Cardinal Health Inc, Sep 21, 2026

DEF 14A of Cardinal Health Inc

Filed Sep 21, 2026 · FY20260001308179-26-000402

Open on EDGAR

  1. PROPOSAL 1 — Election of Directors

    PROPOSAL 1 — Election of Directors We are seeking your support for the election of 11 candidates 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 elected at last year’s annual meeting of shareholders. 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.

  2. PROPOSAL 1 — Election of Directors

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

  3. Board Membership Criteria: What We Look For

    Board Membership Criteria: What We Look For The Governance and Sustainability Committee reviews the composition of the Board as a whole periodically and assesses the attributes most relevant to the company’s business, strategy, operations, and risks, considering both current and future strategic goals and the long-term interest of shareholders. Criteria for identifying and evaluating director candidates, which are provided in our Corporate Governance Guidelines, include, among other things: •business experience, qualifications, attributes, and skills, such as relevant industry knowledge (including healthcare, supply chain, and logistics) and experience in operations, information technology and cybersecurity, accounting and finance, strategic planning, and international markets; •leadership experience, including Board and executive leadership, such as a CEO, CFO, or other senior executive, or leader of a significant business operation or function; •independence; •sound judgment and integrity; •ability to commit sufficient time and attention to the activities of the Board; and •absence of conflicts with our interests.

  4. Board Membership Criteria: What We Look For

    | 12 | CARDINAL HEALTH 2026 Proxy Statement |

  5. Board Membership Criteria: What We Look For

    The Board is committed to maintaining a balanced and effective composition that supports oversight of the company’s business, strategy, and risks.

  6. Director Nominee Skills and Experience

    Director Nominee Skills and Experience The table below identifies key competencies, describes their relevance to our business, strategy, and operations, and includes which directors possess each attribute.

  7. Director Nominee Skills and Experience

    | Experience(1) | | | | | | | | | | | | | | | Board leadership as a board chair, lead director, or committee chair equips directors to lead our Board and its committees | | | | | | | | | | | | | 11 | | Financial expertise as a finance executive or CEO brings valuable experience to the Board and our management team | | | | | | | | | | | | | 10 | | Healthcare expertise as a leader of a healthcare company or a consulting firm with a healthcare practice provides industry experience | | | | | | | | | | | | | 9 | | Operations experience increases the Board’s understanding of our supply chain and distribution and manufacturing operations | | | | | | | | | | | | | 7 | | Regulatory/legal/public policy experience helps the Board assess and respond to an evolving business and healthcare regulatory environment | | | | | | | | | | | | | 7 | | International experience brings critical insights into the opportunities and risks of our international businesses | | | | | | | | | | | | | 7 | | Information technology/cybersecurity/AI experience contributes to the Board’s understanding of the information technology aspects of our business as well as cybersecurity and artificial intelligence (“AI”) oversight | | | | | | | | | | | | | 8 |

  8. Director Nominee Skills and Experience

    (1)A “ ” in the chart indicates a specific area of focus or expertise that is particularly relevant to a director’s service on the Board. The lack of a “ ” does not mean that a director does not also possess meaningful experience or skill in that area.

  9. Director Nominee Demographics

    Director Nominee Demographics

  10. Director Nominee Demographics

    | Independence | Tenure | Age | Gender/Racial/Ethnic Composition | | | | | \ | | | | | 27% of director nominees joined the Board within the last 3 years | | 45% women | 27% racially/ethnically diverse |

  11. Director Nominee Demographics

    | CARDINAL HEALTH 2026 Proxy Statement | 13 |

  12. Director Nominee Biographies

    Director Nominee Biographies The biography of each director nominee is set forth below and includes information regarding the individual’s service as a director, professional background, current and past public company directorships held within the last five years, and the qualifications, attributes, and skills that led the Governance and Sustainability Committee and the Board to conclude that the nominee is well qualified to serve as a director.

  13. Director Nominee Biographies

    | | Robert W. Azelby | | | | | Former President and CEO of Eliem Therapeutics, Inc. | | | | | Independent Director Age: 58 Director since: 2024 | Board Committees: Audit Human Resources and Compensation | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience |

  14. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Azelby brings extensive executive leadership experience in the biopharmaceutical, oncology, and specialty pharmaceutical sectors, with particular expertise in commercial execution, manufacturing operations, and regulatory environments. His background enhances the Board’s perspective on industry dynamics, growth strategy, and risk oversight in highly regulated markets. Mr. Azelby also contributes significant public company board experience, offering insights into financial oversight, compensation practices, and governance matters through his service on the boards of Tango Therapeutics, where he serves as chairman of the board and on the Compensation and Nominating and Corporate Governance Committees, ADC Therapeutics, where he serves on the Audit and Compensation Committees, and Autolus Therapeutics, where he serves on the Audit and Nominating and Governance Committees. | PROFESSIONAL EXPERIENCE: •President and CEO of Eliem Therapeutics, Inc., a biotechnology company focused on neuronal excitability disorders (2020 – 2023) •President and CEO of Alder BioPharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on prevention of chronic migraines (2018 – 2019) •Executive Vice President and Chief Commercial Officer of Juno Therapeutics, Inc., a biopharmaceutical company (2015 – 2018) •Held various senior roles at Amgen Inc., a multinational biopharmaceutical company (2000 – 2015) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: ADC Therapeutics SA (since 2023), Autolus Therapeutics plc (since 2024), Tango Therapeutics, Inc. (since June 2026) Past: Terns Pharmaceuticals, Inc. (February 2025 - May 2026), Chinook Therapeutics, Inc. (2023), Eliem Therapeutics, Inc. (2020 – 2023), Clovis Oncology, Inc. (2018 – 2023) | |

  15. Director Nominee Biographies

    | | Michelle M. Brennan | | | | | Former Value Creation Leader at Johnson & Johnson | | | | | Independent Director Age: 61 Director since: 2022 | Board Committees: Governance and Sustainability (Chair) Human Resources and Compensation | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience |

  16. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Brennan brings extensive executive leadership experience from a distinguished career in senior management roles at Johnson & Johnson (“J&J”), with deep expertise in healthcare, regulatory compliance, manufacturing operations, product quality, strategic planning, finance, and global markets. Her prior board service, including as chair of the board of Masimo, where she also chaired the Nominating, Compliance and Corporate Governance Committee, and as director of Coupa Software, where she chaired the Nominating and Corporate Governance Committee and served on the Audit Committee, enhances the Board’s oversight of healthcare operations, quality systems, global execution, corporate governance, and human capital management matters. | PROFESSIONAL EXPERIENCE: •Interim CEO of Masimo Corporation, a global medical technology company (September 2024 – February 2025) •Global Value Creation Leader at J&J, a researcher, developer, and manufacturer in the healthcare and consumer packaged goods fields (2019 – 2020) •Company Group Chair of Medical Devices at J&J in Europe, the Middle East, and Africa (“EMEA”) (2015 – 2018) •President of Enterprise Standards & Productivity at J&J (2014 – 2015) •Worldwide President of Ethicon Energy at J&J (2012 – 2014) •Regional President of Ethicon Endo Surgery for EMEA, the Mediterranean, and Iberia, at J&J (2010 – 2012) •Worldwide Vice President of Business Development & Strategy for Ethicon Endo Surgery at J&J (2007 – 2009) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Past: Masimo Corporation (2023 - June 2026), Coupa Software Incorporated (2020 – 2023) | |

  17. Director Nominee Biographies

    | 14 | CARDINAL HEALTH 2026 Proxy Statement |

  18. Director Nominee Biographies

    | | Sheri H. Edison | | | | | Former Executive Vice President and General Counsel of Amcor plc | | | | | Independent Director Age: 69 Director since: 2020 | Board Committees: Governance and Sustainability Risk Oversight (Chair) | Skills and Experience: Board Leadership Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience Information Technology/Cybersecurity/AI Experience |

  19. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Edison brings to the Board extensive executive leadership experience, having served as General Counsel and in other senior functional roles at publicly traded manufacturing companies across the medical device and packaging industries. Her background provides the Board with a blend of strategic and operational experience in key areas, including healthcare, legal and regulatory compliance, enterprise risk management, information technology, corporate governance, strategic planning, and international operations. In addition to her corporate leadership roles, Ms. Edison has prior experience in private legal practice and broad-based business acumen, which enhance her ability to navigate complex commercial, legal, and regulatory environments. Ms. Edison also contributes valuable insights gained through 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 Talent Committee. | PROFESSIONAL EXPERIENCE: •Executive Vice President and General Counsel of Amcor plc, a global packaging company (2019 – 2021) •Senior Vice President, Chief Legal Officer, and Secretary of Bemis Company, Inc., a global packaging company (from 2017 until Bemis was acquired by Amcor in 2019) •Vice President, General Counsel, and Secretary of Bemis (2010 – 2016) •Senior Vice President and Chief Administrative Officer of Hill-Rom Holdings Inc., a global medical device company (2007 – 2010) •Vice President, General Counsel, and Secretary of Hill-Rom Holdings Inc. (2004 –2007) •Began career in private legal practice | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Union Pacific Corporation (since 2021) | |

  20. Director Nominee Biographies

    | | David C. Evans | | | | | Former Executive Vice President and CFO of The Scotts Miracle-Gro Company | | | | | Independent Director Age: 63 Director since: 2020 | Board Committees: Audit (Chair) Human Resources and Compensation | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Information Technology/Cybersecurity/AI Experience |

  21. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Evans brings over 25 years of financial leadership experience, having served as CFO at both Scotts Miracle-Gro and Battelle. His extensive background encompasses finance and accounting, investor relations, capital markets, corporate strategy, tax, and information technology. Mr. Evans offers deep expertise in financial reporting and internal controls and has a strong understanding of capital deployment and financial operations within a publicly traded company. In addition to his executive experience, Mr. Evans served in an interim leadership role at Cardinal Health, further enhancing his industry knowledge and company-specific insights. He currently serves on the board of directors of Scotts Miracle-Gro, where he chairs the Audit Committee, bringing valuable governance and oversight perspectives from these roles. | PROFESSIONAL EXPERIENCE: •Interim CFO of The Scotts Miracle-Gro Company, a consumer lawn and garden products company (August 2022 – December 2022) •Interim CFO of Cardinal Health (September 2019 – May 2020) •Executive Vice President and CFO of Battelle Memorial Institute, a private research and development organization (2013 – 2018) •Executive Vice President, Strategy and Business Development of Scotts Miracle-Gro Company (2011 – 2013) •Executive Vice President and CFO of The Scotts Miracle-Gro Company (2006 – 2013) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: The Scotts Miracle-Gro Company (since 2018) | |

  22. Director Nominee Biographies

    | CARDINAL HEALTH 2026 Proxy Statement | 15 |

  23. Director Nominee Biographies

    | | Patricia A. Hemingway Hall | | | | | Former President and CEO of Health Care Service Corporation | | | | | Independent Director Age: 73 Director since: 2013 | Board Committees: Governance and Sustainability | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Regulatory/Legal/Public Policy Experience Information Technology/Cybersecurity/AI Experience |

  24. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Hemingway Hall has served as Chair of the Board since March 2026. She is the retired President and CEO of Health Care Service Corporation (“HCSC”), the largest mutual health insurer in the United States and operator of Blue Cross and Blue Shield Plans across multiple states. With a career that began in nursing, she brings to the Board deep expertise in healthcare delivery, insurance, and policy. Her leadership at HCSC brings to the Board valuable insights into healthcare payment models, regulatory frameworks, and industry transformation. Over the course of her career, she developed significant experience in healthcare reform, regulatory compliance, government relations, finance, information technology, and human capital management. Ms. Hemingway Hall also contributes perspectives from her prior service on the boards of ManpowerGroup, where she served on the Governance and Sustainability and Audit Committees, and Halliburton. | PROFESSIONAL EXPERIENCE: •President and CEO of HCSC (2008 – 2016) •President and Chief Operating Officer of HCSC (2007 – 2008) •Executive Vice President of Internal Operations of HCSC (2006 – 2007) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Past: ManpowerGroup, Inc. (2011 – 2025), Halliburton Company (2019 – 2022) | |

  25. Director Nominee Biographies

    | | Jason M. Hollar | | | | CEO of Cardinal Health, Inc. | | | | Age: 53 Director since: 2022 | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience International Experience Information Technology/Cybersecurity/AI Experience |

  26. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Hollar has served as CEO of Cardinal Health since September 2022, following his tenure as CFO from May 2020 to August 2022. His deep understanding of the company’s operations, strategy, and stakeholders, including its customers, suppliers, employees, and shareholders, provides the Board with unique and valuable insight into the business and industry landscape. Mr. Hollar brings extensive leadership experience in executive, financial, and operational management across five public companies, including serving as CFO at three of them. His expertise spans financial strategy, capital deployment, tax, investor relations, accounting, and financial reporting. He also has significant experience in capital markets, mergers and acquisitions, international operations, and information technology as well as corporate governance, human capital management, and regulatory compliance. During his time at Cardinal Health, Mr. Hollar has played a key role in prioritizing investments in growth areas, strengthening the company’s balance sheet, and returning capital to shareholders. In addition to his role at Cardinal Health, he serves on the board of directors of DaVita Inc., where he chairs the Audit Committee, further contributing financial oversight and governance expertise to our Board. | PROFESSIONAL EXPERIENCE: •CEO of Cardinal Health (since 2022) •CFO of Cardinal Health (2020 – 2022) •Executive Vice President and CFO of Tenneco Inc., a global automotive products and services company (2018 – 2020) •Senior Vice President Finance at Tenneco Inc. (2017 – 2018) •CFO of Sears Holding Corporation, a holding company for large consumer retailers across the United States (2016 – 2017) (Sears filed for Chapter 11 bankruptcy in October 2018) •Also served as Corporate Controller for Delphi Automotive and Vice President of Finance for the powertrain systems division, which included oversight of the Europe, Middle East, and Africa regions •Earlier in his career, held finance positions of increasing responsibility in Navistar’s engine group, South American operations, and corporate financial planning and analysis | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: DaVita Inc. (since 2022) | |

  27. Director Nominee Biographies

    | 16 | CARDINAL HEALTH 2026 Proxy Statement |

  28. Director Nominee Biographies

    | | Akhil Johri | | | | | Operating Advisor to CD&R; former Executive Vice President and CFO of United Technologies Corporation | | | | | Independent Director Age: 65 Director since: 2018 | Board Committees: Audit Governance and Sustainability | Skills and Experience: Board Leadership Financial Expertise International Experience Information Technology/Cybersecurity/AI Experience |

  29. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Johri brings over 25 years of financial leadership experience from his tenure at United Technologies Corporation (“UTC”) and Pall Corporation. He offers the Board deep expertise in global finance and accounting, investor relations, capital markets, mergers and acquisitions, tax, information technology, and international operations. His background also includes extensive experience in financial reporting and internal controls. Through his senior leadership roles at UTC, Mr. Johri developed a strong understanding of the financial management and capital deployment strategies essential to publicly traded multinational corporations. In addition, his service on the board of directors of Boeing, where he chairs the Finance Committee and serves on the Audit Committee, gives him valuable governance experience and further enhances the Board’s financial oversight capabilities. | PROFESSIONAL EXPERIENCE: •Operating Advisor to CD&R, a global private equity manager (since 2021) •Executive Vice President and CFO of UTC, a provider of high technology products and services to the building systems and aerospace industries (2015 – 2019) •CFO and Chief Accounting Officer of Pall Corporation, a global supplier of filtration, separations, and purifications products (2013 – 2014) •Vice President of Finance and CFO of UTC Propulsion & Aerospace Systems, which included Pratt & Whitney and UTC Aerospace Systems (2011 – 2013) •Earlier in his career, led investor relations and held senior financial roles with global business units at UTC | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: The Boeing Company (since 2020) | |

  30. Director Nominee Biographies

    | | Nancy Killefer | | | | | Former Senior Partner, Public Sector Practice of McKinsey & Company, Inc. | | | | | Independent Director Age: 72 Director since: 2015 | Board Committees: Governance and Sustainability Human Resources and Compensation | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Regulatory/Legal/Public Policy Experience Information Technology/Cybersecurity/AI Experience |

  31. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Killefer brings over 30 years of strategic leadership experience across public and private sectors, including advising healthcare and consumer-focused organizations at McKinsey and serving as CFO and COO of a U.S. government agency. She offers the Board deep expertise in healthcare strategy, public policy and government affairs, financial oversight, and corporate governance. Ms. Killefer also contributes significant public company governance experience through her current service on the boards of Certara, where she chairs the Compensation Committee and serves on the Nominating and Corporate Governance Committee, and Meta Platforms, where she chairs the Audit and Privacy Committee. Her combined experience supports her service on the Board’s Human Resources and Compensation Committee and Governance and Sustainability Committee, where she contributes valuable perspectives on regulatory and policy developments, risk management, human capital management and corporate governance matters. | PROFESSIONAL EXPERIENCE: •Senior Partner of McKinsey & Company, Inc., a global management consulting firm (1992 – 2013) •Founder and Managing Partner of McKinsey’s Public Sector Practice (2007 – 2013) •Held several key leadership roles at McKinsey, including serving as a member of the firm’s governing board •Assistant Secretary for Management, CFO, and Chief Operating Officer for the U.S. Department of Treasury (1997 – 2000) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Certara, Inc. (since 2021), Meta Platforms, Inc. (since 2020) Past: Natura & Co Holding S.A. (2020 – 2023) | |

  32. Director Nominee Biographies

    | CARDINAL HEALTH 2026 Proxy Statement | 17 |

  33. Director Nominee Biographies

    | | Christine A. Mundkur | | | | | Former CEO of Impopharma Inc. | | | | | Independent Director Age: 57 Director since: 2022 | Board Committees: Audit Risk Oversight | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience |

  34. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Mundkur brings over 20 years of pharmaceutical industry leadership spanning legal, quality and regulatory compliance, manufacturing and commercial operations, and strategic consulting. As the former CEO of Impopharma and Barr Laboratories, she offers deep expertise in pharmaceutical market dynamics, product quality, regulatory strategy, supply continuity, operational excellence, and global markets, supporting the Board’s oversight in these critical areas. Ms. Mundkur’s public company board experience further enhances her contributions, including her current service on the board of MannKind, where she serves on the Audit and the Nominating and Corporate Governance Committees. Her combined operational, regulatory, and governance experience provides the Board with a well rounded perspective on complex regulatory and commercial challenges. | PROFESSIONAL EXPERIENCE: •CEO and non-voting Chair of the Board of Directors at Impopharma Inc., a generic pharmaceutical inhalation development company (2013 – 2017) •President of CM Strategic Advisors, consulting on global pharmaceutical business strategies (2011 – 2013) •President and CEO of the U.S. Division and Head of Commercial Operations for North America for Sandoz, Inc., a division of the Novartis Group and a global generic and biosimilar pharmaceutical business (2009 – 2010) •CEO of Barr Laboratories, Inc., a subsidiary of Barr Pharmaceuticals, Inc. (2008) •Associate Counsel at Barr Pharmaceuticals and held several positions of increasing responsibility in the company’s quality and regulatory departments (1993 – 2008) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: MannKind Corporation (since 2018) Past: Lupin Limited (2019 – 2022) | |

  35. Director Nominee Biographies

    | | Robert W. Musslewhite | | | | | Former CEO of Definitive Healthcare Corp. | | | | | Independent Director Age: 56 Director since: 2025 | Board Committees: Human Resources and Compensation (Chair) Risk Oversight | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience Information Technology/Cybersecurity/AI Experience |

  36. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Musslewhite brings over two decades of executive leadership experience across healthcare technology, data analytics, and strategic consulting. His CEO experience at Definitive Healthcare, UnitedHealth Group’s OptumInsight business, and The Advisory Board Company provides the Board with perspective on healthcare innovation, data-driven strategy, product scaling, operational execution, public company governance, and regulated healthcare markets. He also contributes valuable public company board experience through his service on the board of directors of CoStar Group, where he serves as Chair of the Compensation Committee and previously served on the former Capital Allocation Committee. His combined executive and board leadership experience supports his service as Chair of the Board's Human Resources and Compensation Committee, where he provides valuable oversight of executive compensation, talent and succession planning, human capital management, and performance-driven value creation. | PROFESSIONAL EXPERIENCE: •CEO of Definitive Healthcare Corp., a provider of healthcare commercial intelligence (2022 – 2024) •CEO of OptumInsight, Optum360, and Optum Analytics, healthcare technology divisions of UnitedHealth Group Incorporated (2017 – 2021) •CEO and Chairman of the Board of The Advisory Board Company, a healthcare consulting company (2008 – 2017) •Associate Principal at McKinsey & Company prior to joining The Advisory Board Company | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: CoStar Group, Inc. (since 2020) Past: Definitive Healthcare Corp. (2021 – 2024) | |

  37. Director Nominee Biographies

    | 18 | CARDINAL HEALTH 2026 Proxy Statement |

  38. Director Nominee Biographies

    | | Sudhakar Ramakrishna | | | | | President and CEO of SolarWinds Corporation (through September 30, 2026); incoming President and CEO of CDK Global (effective October 5, 2026) | | | | | Independent Director Age: 58 Director since: 2025 | Board Committees: Audit Risk Oversight | Skills and Experience: Board Leadership Financial Expertise Operations Experience International Experience Information Technology/Cybersecurity/AI Experience |

  39. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Ramakrishna brings over 25 years of technology leadership experience, with deep expertise in cybersecurity, enterprise software, IT infrastructure, cloud, networking, mobile platforms, artificial intelligence, and global IT operations. As CEO of SolarWinds, he led significant technology, business model, and cybersecurity transformations, and his prior leadership roles at Pulse Secure, Citrix Systems, Polycom, Motorola, and 3COM demonstrate experience in infrastructure modernization, systems integration, and operational resilience. He also contributes meaningful public company governance experience through his service on the board of Five9, Inc., where he serves as chairman of the board and as a member of the Technology and AI Committee and Nominating and Governance Committee. His combined executive and board leadership experience strengthens the Board's oversight of cybersecurity resilience, technology-enabled operations, artificial intelligence strategy and governance, digital transformation, mergers and acquisitions, enterprise risk management, human capital management, and regulatory compliance. | PROFESSIONAL EXPERIENCE: •President and CEO of CDK Global, an automotive retail software provider (beginning effective October 5, 2026) •President and CEO of SolarWinds Corporation, a software development company (2021 – September 30, 2026) •CEO of Pulse Secure, LLC, a security software company (2015 – 2020) •Senior Vice President of Products and Senior Vice President and General Management of Enterprise and Service Providers of Citrix Systems, Inc., a cloud computing and virtualization technology company (2013 – 2015) •Held other senior leadership roles at Motorola, Inc., Stoke, Inc., 3COM Corporation and U.S. Robotics | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Five9, Inc. (since 2025) Past: SolarWinds Corporation (2021 – April 2025 when the company went private), Enterprise 4.0 Technology Acquisition Corp. (2021 – 2023), SailPoint Technologies Holdings, Inc. (2021 – 2022) | |

  40. Director Nominee Biographies

    | CARDINAL HEALTH 2026 Proxy Statement | 19 |

  41. Director Nominee Biographies

    | | PATRICIA A. HEMINGWAY HALL Chair of the Board | | JASON M. HOLLAR CEO | | | | | | | DAVID C. EVANS Audit Committee Chair | MICHELLE M. BRENNAN Governance and Sustainability Committee Chair | ROBERT W. MUSSLEWHITE Human Resources and Compensation Committee Chair | SHERI H. EDISON Risk Oversight Committee Chair |

  42. Director Compensation

    Director Compensation

  43. Director Compensation for Fiscal 2026

    Director Compensation for Fiscal 2026 The non-management directors received the following compensation during fiscal 2026:

  44. Director Compensation for Fiscal 2026

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Robert W. Azelby | 123,139 | 209,975 | 20,000 | 353,114 | | Michelle M. Brennan | 142,147 | 209,975 | — | 352,122 | | Sheri H. Edison | 146,277 | 209,975 | 20,000 | 376,252 | | David C. Evans | 146,114 | 209,975 | 10,000 | 366,089 | | Patricia A. Hemingway Hall | 162,686 | 289,158(4) | 20,000 | 471,844 | | Akhil Johri | 128,302 | 209,975 | 20,000 | 358,277 | | Gregory B. Kenny(3) | 178,000 | 334,937(5) | 20,000 | 532,937 | | Nancy Killefer | 146,277 | 209,975 | 20,000 | 376,252 | | Christine A. Mundkur | 123,139 | 209,975 | — | 333,114 | | Robert W. Musslewhite | 123,139 | 209,975 | 20,000 | 353,114 | | Sudhakar Ramakrishna | 123,139 | 209,975 | 20,000 | 353,114 |

  45. Director Compensation for Fiscal 2026

    (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, 2026, the aggregate number of shares underlying unvested RSUs held by each director serving on that date was as follows: Mr. Azelby — 1,067 shares; Ms. Brennan — 1,067 shares; Ms. Edison — 1,067 shares; Mr. Evans — 1,067 shares; Ms. Hemingway Hall — 1,448 shares; Mr. Johri — 1,067 shares; Ms. Killefer —1,067 shares; Ms. Mundkur — 1,067 shares; Mr. Musslewhite — 1,067 shares; and Mr. Ramakrishna — 1,067 shares. (2)The amounts reported in this column represent a company match attributable to a charitable contribution under our matching gift program. This column does not include perquisites received by a director to the extent the amount of all such perquisites received by the director was less than $10,000. (3)Mr. Kenny served on the Board until his retirement, effective March 20, 2026. (4)Includes a RSU grant made in connection with Ms. Hemingway Hall’s appointment as Chair of the Board, effective March 20, 2026. (5)On November 5, 2025, Mr. Kenny received an annual grant of 1,702 restricted share units under the 2021 LTIP as compensation for his service to the company. The award was scheduled to vest on the date of the company’s 2026 annual meeting. In connection with Mr. Kenny’s retirement from the Board prior to the vesting date, the Board approved accelerated vesting of a prorated portion of the award in the amount of 634 shares, reflecting his service as a director and Board Chair through his retirement date.

  46. Director Compensation for Fiscal 2026

    | 38 | CARDINAL HEALTH 2026 Proxy Statement |

  47. Fiscal 2026 Executive Compensation Highlights

    Fiscal 2026 Executive Compensation Highlights •Consistent with our pay-for-performance philosophy, fiscal 2026 compensation outcomes reflected the company's strong financial performance and substantial shareholder value creation. Strong enterprise results contributed to fiscal 2026 annual cash incentive performance for Messrs. Hollar and Alt and Ms. Mayer at 163% of target. Reflecting a mix of their segments’ performance and enterprise performance, Mr. Mason received 146% of his target and Ms. Weitzman received 148% of her target. •PSUs for the fiscal 2024 through fiscal 2026 performance cycle (the “Fiscal 24-26 PSUs”) settled at 236% based on over-performance against financial goals, with an upward 20% modifier applied based on our total shareholder return (“TSR”) finishing in the top quintile of the S&P 500 Health Care Index. Over the three-year performance period, the company delivered TSR of 162.5%, significantly outperforming the S&P 500 Health Care Index TSR of 27.5%. The resulting payout reflects both strong financial performance and exceptional shareholder value creation, reinforcing the alignment between executive compensation outcomes and shareholder returns.

  48. 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 | | | Business-specific strategic objectives and Our Path Forward employee training and engagement goals | | No payment of dividend equivalents on PSUs or RSUs until, and only to the extent that, the underlying award vests | | | Caps on annual cash incentive payouts and PSU awards | | No executive pensions | | | Minimum vesting period for long-term incentive awards | | No repricing of underwater options without shareholder approval | | | Stock ownership guidelines for directors and executive officers | | No hedging or pledging of company stock by directors and executive officers | | | Compensation clawback policies | | No “single trigger” change of control arrangements | | | Longstanding, proactive shareholder engagement program and history of responsiveness | | No excise tax gross-ups upon change of control |

  49. 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 | 1,500,000 | 175 | 2,625,000 | 16,000,000 | 20,125,000 | | Alt | 900,000 | 110 | 990,000 | 4,250,000 | 6,140,000 | | Mason | 765,000 | 100 | 765,000 | 3,350,000 | 4,880,000 | | Weitzman | 775,000 | 110 | 852,500 | 4,000,000 | 5,627,500 | | Mayer | 745,000 | 100 | 745,000 | 3,500,000 | 4,990,000 |

  50. Annual Incentive Compensation

    Annual Incentive Compensation Fiscal 2026 annual cash incentive awards for named executives were based on four performance measures: •An earnings measure (adjusted non-GAAP operating earnings for Messrs. Hollar and Alt and Ms. Mayer and a mix of adjusted segment profit and adjusted non-GAAP operating earnings for Mr. Mason and Ms. Weitzman); •A cash flow measure (non-GAAP adjusted free cash flow); •Strategic business objectives; and •an Our Path Forward goal. For fiscal 2026, the Compensation Committee made targeted refinements to the annual incentive program to further strengthen alignment of executive compensation with the company’s strategy and evolving business priorities. Specifically, the Committee increased the weighting of the strategic business objectives component to 15% from 10% and decreased the weighting of the earnings measure by five percent, to 60% from 65%. These changes reflect the Board’s view that sustainable value creation is driven not only by strong financial performance, but also by the successful execution of critical strategic initiatives across the company’s businesses. The rationale for using these measures and their relative weighting is discussed in more detail below.

  51. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer The table below shows goals for the fiscal 2026 annual incentive program and performance against those goals for corporate function employees Messrs. Hollar and Alt and Ms. Mayer.

  52. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    | (dollars in millions) | Weight | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Adjusted non-GAAP operating earnings(1) | | | | | 114% | 108 pp | | Non-GAAP adjusted free cash flow(1) | | | | | 150% | 20 pp | | Strategic business objectives(2) | | Payout achieved is based on the average of each operating segment’s performance measured against individual results | | | 135% | 20 pp | | Our Path Forward(3) | | Target payout achieved if between 97.0% and 98.0% of eligible employees within the corporate function complete leader capability training | | | 150% | 15 pp | | Total calculated payout | | | | | | 163% |

  53. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    (1)A payout between 20% and 200% of target is earned for achieving the adjusted non-GAAP operating earnings and non-GAAP adjusted free cash flow goals.

  54. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    | 46 | CARDINAL HEALTH 2026 Proxy Statement |

  55. Annual Incentive Goals and Results for Mr. Mason

    Annual Incentive Goals and Results for Mr. Mason The table below shows goals for the fiscal 2026 annual incentive program and performance against those goals for the GMPD segment leader, Mr. Mason.

  56. Annual Incentive Goals and Results for Mr. Mason

    | (dollars in millions) | Weight | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | GMPD adjusted segment profit(1)(2) | | | | | 143% | 76 pp | | Adjusted non-GAAP operating earnings(1)(2) | | | | | 114% | 22 pp | | Non-GAAP adjusted free cash flow(2) | | | | | 150% | 20 pp | | Strategic business objectives(3) | | Payout achieved based on performance against metrics for year-over-year revenue growth in Cardinal Health™ Brand products and improvement in service levels and working capital | | | 83% | 13 pp | | Our Path Forward(4) | | Target payout achieved if between 97.0% and 98.0% of eligible employees within the GMPD segment complete leader capability training | | | 150% | 15 pp | | Total calculated payout | | | | | | 146% |

  57. Annual Incentive Goals and Results for Mr. Mason

    (1)The overall earnings goal was weighted 80% to GMPD adjusted segment profit and 20% to adjusted non-GAAP operating earnings for the enterprise. (2)A payout between 20% and 200% of target is earned for achieving the earnings and non-GAAP adjusted free cash flow goals.

  58. Annual Incentive Goals and Results for Mr. Mason

    | CARDINAL HEALTH 2026 Proxy Statement | 47 |

  59. Annual Incentive Goals and Results for Ms. Weitzman

    Annual Incentive Goals and Results for Ms. Weitzman The table below shows goals for the fiscal 2026 annual incentive program and performance against those goals for the Pharma segment leader, Ms. Weitzman.

  60. Annual Incentive Goals and Results for Ms. Weitzman

    | (dollars in millions) | Weight | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Pharma adjusted segment profit(1)(2) | | | | | 107% | 70 pp | | Adjusted non-GAAP operating earnings(1)(2) | | | | | 114% | 22 pp | | Non-GAAP adjusted free cash flow(2) | | | | | 150% | 20 pp | | Strategic business objectives(3) | | Payout achieved based on performance against metrics for driving excellent customer experience, key customer retention, and delivery of Specialty strategy, working capital initiatives and successful integration of MSO businesses | | | 140% | 21 pp | | Our Path Forward(4) | | Target payout achieved if between 97.0% and 98.0% of eligible employees within the Pharma segment complete leader capability training | | | 150% | 15 pp | | Total calculated payout | | | | | | 148% |

  61. Annual Incentive Goals and Results for Ms. Weitzman

    (1)The overall earnings goal was weighted 80% to Pharma adjusted segment profit and 20% to adjusted non-GAAP operating earnings for the enterprise. (2)A payout between 20% and 200% of target is earned for achieving the earnings and non-GAAP adjusted free cash flow goals. (3)A payout between 50% and 200% of target is earned for achieving the strategic business objectives. (4)A payout between 50% and 150% of target is earned for achieving the Our Path Forward goal.

  62. 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 2026, the Compensation Committee did not change any of the named executives’ targets as a percentage of base salary other than Ms. Weitzman, which the Compensation Committee increased from 100% to 110% based on market data and growth of the Pharma segment. The table below shows fiscal 2026 annual incentive awarded to each named executive. As shown in the tables above, enterprise and segment performance would have resulted in total calculated payouts of 163% for the corporate function, 146% for the GMPD segment, and 148% for the Pharma segment.

  63. Annual Incentive Targets and Payouts

    | Name | Target (% of Base Salary) | Target Amount ($) | Payout Level (% of Target) | Calculated Payout ($) | | Hollar | 175 | 2,625,000 | 163 | 4,278,750 | | Alt | 110 | 985,856 | 163 | 1,606,945 | | Mason | 100 | 761,986 | 146 | 1,112,500 | | Weitzman | 110 | 847,527 | 148 | 1,254,340 | | Mayer | 100 | 741,232 | 163 | 1,208,210 |

  64. Annual Incentive Targets and Payouts

    | 48 | CARDINAL HEALTH 2026 Proxy Statement |

  65. Long-Term Incentive Targets and Grants

    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 2026, the Committee approved adjustments for each of our named executives to move their target total direct compensation closer to the median of the Comparator Group market data for their respective roles as well as for internal pay equity considerations.

  66. Long-Term Incentive Targets and Grants

    | | Long-Term Incentive Targets | | | Name | Fiscal 2026 ($) | Fiscal 2025 ($) | | Hollar | 16,000,000 | 13,000,000 | | Alt | 4,250,000 | 3,850,000 | | Mason | 3,350,000 | 3,250,000 | | Weitzman | 4,000,000 | 3,650,000 | | Mayer | 3,500,000 | 3,100,000 |

  67. Long-Term Incentive Targets and Grants

    The following table shows the long-term incentive awards granted for the fiscal 2026 annual grant (on August 15, 2025) to each of the named executives. The annual grant award mix was 60% in PSUs and 40% in RSUs.

  68. Long-Term Incentive Targets and Grants

    | | Fiscal 2026 Annual Grant Awards(1) | | | | Name | RSUs ($) | Target PSUs ($) | Total ($) | | Hollar | 6,400,000 | 9,600,000 | 16,000,000 | | Alt | 1,700,000 | 2,550,000 | 4,250,000 | | Mason | 1,340,000 | 2,010,000 | 3,350,000 | | Weitzman | 1,600,000 | 2,400,000 | 4,000,000 | | Mayer | 1,400,000 | 2,100,000 | 3,500,000 |

  69. Long-Term Incentive Targets and Grants

    (1)The values referenced in the table differ from the accounting values of RSUs and PSUs disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards for Fiscal 2026 table largely due to the timing and determination of such accounting values under the relevant guidance.

  70. Fiscal 2026-2028 Performance Share Unit Grants

    Fiscal 2026-2028 Performance Share Unit Grants The Compensation Committee based the goals for the PSUs for the fiscal 2026 through fiscal 2028 performance cycle (the “Fiscal 26-28 PSUs”) on adjusted non-GAAP diluted EPS CAGR and average annual dividend yield, non-GAAP adjusted free cash flow, and an Our Path Forward goal, with a modifier based on TSR relative to the S&P 500 Health Care Index. The rationale for using these measures and their relative weighting is discussed in more detail below.

  71. Fiscal 2026-2028 Performance Share Unit Grants

    | (dollars in millions) | Weighting | Threshold | Target | Maximum | | Sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield(1) | | | | | | Non-GAAP adjusted free cash flow(1) | | | | | | Our Path Forward(1) | | Achieved based on attainment of favorability scores in employee engagement surveys in select categories | | | | Relative TSR modifier(2) | | | | |

  72. Fiscal 2026-2028 Performance Share Unit Grants

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

  73. Fiscal 2026-2028 Performance Share Unit Grants

    | CARDINAL HEALTH 2026 Proxy Statement | 49 |

  74. Cash Flow Measure

    Cash Flow Measure A cash flow measure is included in the long-term incentive program to align with our focus on capital deployment. Our ability to generate cash is critical to our growth and necessary to fund the activities needed to meet our capital deployment objectives. The cash flow measure used for the Fiscal 26-28 PSUs was non-GAAP adjusted free cash flow, which shows cash generated after deducting the purchase of assets such as property and equipment, and other major investments from operating cash flow. This metric aligns with the cash flow measure that we present externally in our earnings materials and removes the effect of unusual or nonrecurring items, such as litigation settlements and recoveries, allowing for a more consistent measurement across periods. The free cash flow goal set by the Compensation Committee aligned with our fiscal 2026 budget and long-term projections.

  75. 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.

  76. Relative TSR Modifier

    | 50 | CARDINAL HEALTH 2026 Proxy Statement |

  77. Fiscal 2024-2026 Performance Share Unit Payouts

    Fiscal 2024-2026 Performance Share Unit Payouts In August 2026, the Compensation Committee certified the payout of the Fiscal 24-26 PSUs at 236% of target based on actual performance. The payout reflects an increase of 20% due to the application of the relative TSR modifier. The Fiscal 24-26 PSUs were eligible to be earned based on achievement versus a three-year adjusted non-GAAP diluted EPS CAGR and average annual dividend yield goal, an operating cash flow goal, and an Our Path Forward measure, with a modifier based on TSR relative to the S&P 500 Health Care Index. We describe how we calculate the measures referenced above under “Performance Measure Calculations” on page 62.

  78. Fiscal 2024-2026 Performance Share Unit Payouts

    | (dollars in millions) | Weighting | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield(1)(2) | | | | | 213% | 140 pp | | Operating Cash Flow(2) | | | | | 189% | 40 pp | | Our Path Forward(3) | | Achieved based on attainment of favorability scores in employee engagement surveys in select categories | | | 167% | 17 pp | | Payout before relative TSR modifier applied | | | | | | 197% | | Relative TSR modifier(4) | | | Ranked at the top of S&P 500 Health Care Index | | | | | Final payout | | | | | 236% | |

  79. Fiscal 2024-2026 Performance Share Unit Payouts

    (1)A payout was earned based on the sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield over the three-year performance cycle. The actual adjusted non-GAAP diluted EPS CAGR was 23.3% and the actual average annual dividend yield was 2.2%. (2)A payout between 50% and 200% of target is earned for achieving the adjusted non-GAAP diluted EPS CAGR and average annual dividend yield and operating cash flow goals. (3)A payout between 50% and 200% of target is earned for achieving the Our Path Forward goal. (4)The relative TSR modifier decreases the payout by 20% if relative TSR is below the 20th percentile of the S&P 500 Health Care Index and increases it by 20% if relative TSR is above the 80th percentile of the index (unless absolute TSR is negative). Given that our TSR finished above the 80th percentile (i.e., in the 100th percentile of the S&P 500 Health Care Index), the relative TSR modifier increased the payout by 20% as shown above. The chart below shows PSU payouts based on our actual results over the last five performance cycles, illustrating the correlation of pay with performance. Three-year TSR is calculated as TSR over the three fiscal year period expressed as a percentage, calculated based on changes in stock price assuming reinvestment of dividends.

  80. Fiscal 2024-2026 Performance Share Unit Payouts

    | | | | | | | | 3-year TSR | 24.2% | 100.0% | 86.2% | 235.5% | 162.5% | | Application of relative TSR modifier | No modification | 20% increase in payout | 20% increase in payout | 20% increase in payout | 20% increase in payout |

  81. Fiscal 2024-2026 Performance Share Unit Payouts

    | CARDINAL HEALTH 2026 Proxy Statement | 51 |

  82. Fiscal 2024-2026 Performance Share Unit Payouts

    The table below shows the target and earned Fiscal 24-26 PSUs for our named executives.

  83. Fiscal 2024-2026 Performance Share Unit Payouts

    | Name | Target Number of Shares (#) | Number of Shares Earned (#) | | Hollar | 79,646 | 187,965 | | Alt | 24,889 | 58,738 | | Mason | 19,912 | 46,992 | | Weitzman | 23,230 | 54,823 | | Mayer | 19,912 | 46,992 |

  84. Retirement Benefits

    Retirement Benefits Our 401(k) Savings Plan and DCP allow U.S.-based employees to accumulate value on a tax-deferred basis and allow us to be competitive in recruiting and retaining talent. Our DCP permits certain management employees, including the named executives, to defer payment and taxation of a portion of their salary and annual incentive compensation into a variety of different investment alternatives. We make matching contributions subject to limits discussed under “Nonqualified Deferred Compensation in Fiscal 2026” beginning on page 64. We also may make additional contributions to the 401(k) Savings Plan and DCP on the same basis for all participating employees. Named executives also may elect to defer payment and taxation of PSUs and RSUs.

  85. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Under our Cardinal Health, Inc. Senior Executive Severance Plan (the “Severance Plan”) adopted by the Board in 2018, our named executives are eligible for severance benefits under certain circumstances. The table below describes the benefits received by our named executives under specific termination events under the Severance Plan.

  86. Severance and Change of Control Benefits

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

  87. Severance and Change of Control Benefits

    (1)For purposes of the Severance Plan, the “COC Period” refers to the two-year period commencing upon the occurrence of a change of control.

  88. Severance and Change of Control Benefits

    | 52 | CARDINAL HEALTH 2026 Proxy Statement |

  89. Severance and Change of Control Benefits

    As previously disclosed, on September 21, 2023, the Compensation Committee approved the Third Amendment to the Severance Plan (the “Amendment”), which had increased the cash severance multiple for executive officers and changed the treatment of unvested stock awards to provide for prorated vesting if we terminated them without cause on or before September 21, 2025 (and not during the two years following a change of control). This treatment of unvested stock awards generally mirrored the treatment of unvested stock awards held by retirement-eligible executives if they were involuntarily terminated. Such changes to the Severance Plan had remained in place only until September 21, 2025, in connection with a business portfolio review, following which date the Severance Plan automatically reverted to its original terms, as detailed in the table above. Receipt of severance benefits is subject to the terms of the Severance Plan, including the required execution of a general release and compliance with certain restrictive covenants. We believe that the Severance Plan is competitive with market practices and provides appropriate levels of benefits under standard terms and conditions related to executive separations. These benefits are an important component of our compensation packages designed to attract and retain top caliber talent in senior leadership roles and define terms and conditions of separation events. We do not have any agreements to provide change-of-control excise tax gross-ups. We have a policy regarding shareholder approval of severance agreements, which requires shareholder approval prior to our entering into severance agreements with executives that would provide cash severance benefits exceeding 2.99 times base salary and target bonus. We discuss our severance and change of control benefits in detail under “Potential Payments on Termination of Employment or Change of Control” beginning on page 66.

  90. 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 2026, Korn Ferry (among other things): •reviewed materials prepared for the Compensation Committee by management; •assisted the Compensation Committee in the design and implementation of our executive compensation program, including the selection of the key elements of the program, setting of targeted payments for each element, and establishment of performance targets; •made recommendations regarding the compensation of our CEO and other named executives and the compensation of our directors; •conducted an annual review of the composition of our Comparator Group, advised the Compensation Committee with respect to the competitiveness of our executive and director compensation programs and pay levels in comparison to those of Comparator Group companies, and identified trends in executive and director compensation; and •attended Compensation Committee meetings. Fees paid to Korn Ferry in fiscal 2026 for executive and director compensation consulting services provided to the Compensation Committee were $307,750. Korn Ferry also provided leadership development and other services to management during the fiscal year. Fees paid to Korn Ferry in fiscal 2026 for these other services were $549,434. The Compensation Committee has determined that Korn Ferry is independent and its other work for the company does not raise any conflicts of interest. The Compensation Committee reached this determination by reviewing the fees paid to Korn Ferry and evaluating its work under applicable SEC rules and NYSE listing standards on conflicts of interest and independence. This evaluation included considering all the services provided to the company, the amount of fees received as a percentage of Korn Ferry’s annual revenue, Korn Ferry’s policies and procedures designed to prevent conflicts of interest and maintain independence, any business or personal relationships between Korn Ferry and the members of our Compensation Committee or executive officers, and any ownership of our stock by Korn Ferry’s team that provided executive and director compensation consulting services. The Compensation Committee must pre-approve the engagement of Korn Ferry for any consulting services provided in addition to those provided to the Compensation Committee.

  91. Role of Compensation Committee’s Compensation Consultant

    | CARDINAL HEALTH 2026 Proxy Statement | 53 |

  92. 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 industries 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 2026 executive pay decisions, which did not change from the prior fiscal year:

  93. Comparator Group

    | Abbott Laboratories | Johnson & Johnson | | Accendra Health, Inc. (previously known as Owens & Minor, Inc.) | The Kroger Co. | | Baxter International Inc. | Labcorp Holdings Inc. | | Becton, Dickinson and Company | McKesson Corporation | | Boston Scientific Corporation | Medtronic plc | | Cencora, Inc. | Stryker Corporation | | The Cigna Group | Sysco Corporation | | CVS Health Corporation | Target Corporation | | Danaher Corporation | Thermo Fisher Scientific Inc. | | Elevance Health, Inc. | United Parcel Service, Inc. | | FedEx Corporation | UnitedHealth Group Incorporated | | Henry Schein, Inc. | Walgreens Boots Alliance, Inc. |

  94. Comparator Group

    The Compensation Committee uses the following guidelines when it reviews the Comparator Group’s composition to ensure that the companies remain relevant for comparison purposes: •firm size (firms generally falling in the range of 0.2 to 2.0 times our revenue and 0.2 to 5.0 times our market capitalization); •industry; •business model; and •other secondary considerations, such as talent market, customer base, and market presence. Our revenue is in the top quintile of the Comparator Group and our market capitalization is in the bottom quintile. In May 2026, the Compensation Committee, with the assistance of Korn Ferry, reviewed the Comparator Group and approved several changes effective for fiscal 2027. HCA Healthcare, Inc. and Humana Inc. were added, and Boston Scientific Corporation, Stryker Corporation, and UnitedHealth Group Incorporated were removed, to further align the Comparator Group with the company’s evolving business portfolio. In addition, Walgreens Boots Alliance, Inc. and Accendra Health, Inc. were removed following corporate transactions that affected their suitability as comparators.

  95. Comparator Group

    | 54 | CARDINAL HEALTH 2026 Proxy Statement |

  96. How We Use Comparator Group Data

    How We Use Comparator Group Data Each year, 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. The Compensation Committee determines target total direct compensation for each named executive using Korn Ferry’s market competitiveness assessment as a reference point. In addition, the Compensation Committee also takes into consideration an executive’s job responsibilities, time in role, performance, potential, and unique or hard-to-replace skills as well as retention and other considerations.

  97. Equity Grant Practices

    Equity Grant Practices The Compensation Committee reviews and approves annual equity awards to named executives and other eligible employees on or before the grant date in August of each year. We also may make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion, because of an acquisition, or for retention purposes. The Compensation Committee has delegated authority to our CEO and Chief Human Resources Officer to approve grants to employees who are not designated as Section 16 officers. These awards are generally granted on the 15th day of a month. The Compensation Committee must approve any equity awards to our Section 16 officers, including the named executives. We do not backdate or retroactively grant PSUs or RSUs. We generally schedule Board and Compensation Committee meetings at least a year in advance and the grant date for annual equity awards to our employees is generally the same each year following the release of earnings for the prior fiscal year. We do not time the disclosure of earnings or other major announcements for purposes of affecting the value of executive compensation. We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.

  98. Summary Compensation Table

    Summary Compensation Table

  99. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Jason M. Hollar | 2026 | 1,500,000 | — | 16,259,918 | 4,278,750 | 535,681 | 22,574,349 | | Chief Executive Officer | 2025 | 1,492,329 | — | 13,431,441 | 3,551,742 | 500,683 | 18,976,195 | | | 2024 | 1,434,153 | — | 20,640,912 | 3,112,112 | 464,032 | 25,651,209 | | Aaron E. Alt | 2026 | 896,233 | — | 4,318,999 | 1,606,945 | 37,996 | 6,860,173 | | Chief Financial Officer | 2025 | 871,164 | — | 3,977,813 | 1,303,262 | 57,796 | 6,210,035 | | | 2024 | 846,038 | — | 4,824,118 | 1,153,996 | 18,749 | 6,842,901 | | Stephen M. Mason | 2026 | 761,986 | — | 3,404,479 | 1,112,500 | 14,400 | 5,293,365 | | Chief Executive Officer, Global Medical Products and Distribution Segment | 2025 | 741,932 | — | 3,357,917 | 593,545 | 51,650 | 4,745,044 | | | 2024 | 721,038 | — | 5,973,322 | 627,303 | 16,150 | 7,337,813 | | Deborah L. Weitzman | 2026 | 770,479 | — | 4,064,943 | 1,254,340 | 30,395 | 6,120,157 | | Chief Executive Officer, Pharmaceutical and Specialty Solutions Segment | 2025 | 741,932 | — | 3,771,217 | 964,511 | 30,197 | 5,507,857 | | | 2024 | 709,153 | — | 3,598,977 | 758,794 | 21,923 | 5,088,847 | | Jessica L. Mayer | 2026 | 741,233 | — | 3,556,822 | 1,208,210 | 27,918 | 5,534,183 | | Chief Legal and Compliance Officer | 2025 | 716,932 | — | 3,202,943 | 975,027 | 30,450 | 4,925,352 | | | 2024 | 696,038 | — | 3,084,840 | 863,087 | 13,800 | 4,657,765 |

  100. Summary Compensation Table

    (1)The amounts reported in the “Stock Awards” column represent the aggregate accounting value of PSUs and RSUs granted during each fiscal year. The accounting values for the PSUs were calculated assuming that the target level of performance conditions will be achieved. The table below sets forth the accounting value of the RSUs granted in fiscal 2026 and the PSUs granted in fiscal 2026 at the target level of performance and the maximum level of performance. See the Grants of Plan-Based Awards for Fiscal 2026 table on page 60 and the accompanying footnotes for information on how the accounting value of each award granted in fiscal 2026 was determined.

  101. Summary Compensation Table

    | | RSUs Granted ($) | PSUs | | | Name | | Target ($) | Maximum ($) | | Hollar | 6,400,017 | 9,859,901 | 23,663,794 | | Alt | 1,700,018 | 2,618,981 | 6,285,616 | | Mason | 1,340,057 | 2,064,422 | 4,954,613 | | Weitzman | 1,599,929 | 2,465,014 | 5,916,064 | | Mayer | 1,400,050 | 2,156,772 | 5,176,191 |

  102. Summary Compensation Table

    (2)The amounts reported in the “All Other Compensation” column for each named executive include matching charitable contributions for all three fiscal years. The elements of compensation included in the “All Other Compensation” column for fiscal 2026 are set forth in a table below.

  103. Summary Compensation Table

    | 58 | CARDINAL HEALTH 2026 Proxy Statement |

  104. Grants of Plan-Based Awards for Fiscal 2026

    Grants of Plan-Based Awards for Fiscal 2026 In the table below, we show the potential ranges of the fiscal 2026 annual incentive awards and PSUs and RSUs granted in fiscal 2026. We include the accounting values of the stock awards in the “Stock Awards” column of the Summary Compensation Table.

  105. Grants of Plan-Based Awards for Fiscal 2026

    | Name/ Award Type | Grant Date | Approval Date | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Potential Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hollar | | | | | | | | | | | | Annual Incentive | | | 525,000 | 2,625,000 | 5,118,750 | | | | | | | PSUs | 8/15/2025 | 8/11/2025 | | | | 32,084 | 64,167 | 154,001 | | 9,859,901 | | RSUs | 8/15/2025 | 8/11/2025 | | | | | | | 42,778 | 6,400,017 | | Alt | | | | | | | | | | | | Annual Incentive | | | 197,171 | 985,856 | 1,922,420 | | | | | | | PSUs | 8/15/2025 | 8/11/2025 | | | | 8,522 | 17,044 | 40,906 | | 2,618,981 | | RSUs | 8/15/2025 | 8/11/2025 | | | | | | | 11,363 | 1,700,018 | | Mason | | | | | | | | | | | | Annual Incentive | | | 152,397 | 761,986 | 1,485,873 | | | | | | | PSUs | 8/15/2025 | 8/11/2025 | | | | 6,718 | 13,435 | 32,244 | | 2,064,422 | | RSUs | 8/15/2025 | 8/11/2025 | | | | | | | 8,957 | 1,340,057 | | Weitzman | | | | | | | | | | | | Annual Incentive | | | 169,505 | 847,527 | 1,652,677 | | | | | | | PSUs | 8/15/2025 | 8/11/2025 | | | | 8,021 | 16,042 | 38,501 | | 2,465,014 | | RSUs | 8/15/2025 | 8/11/2025 | | | | | | | 10,694 | 1,599,929 | | Mayer | | | | | | | | | | | | Annual Incentive | | | 148,247 | 741,233 | 1,445,404 | | | | | | | PSUs | 8/15/2025 | 8/11/2025 | | | | 7,018 | 14,036 | 33,686 | | 2,156,772 | | RSUs | 8/15/2025 | 8/11/2025 | | | | | | | 9,358 | 1,400,050 |

  106. Grants of Plan-Based Awards for Fiscal 2026

    (1)This information relates to annual cash incentive award opportunities with respect to fiscal 2026 performance. Amounts actually earned under the annual cash incentive awards are reported in the Summary Compensation Table in 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 adjusted non-GAAP diluted EPS CAGR and average annual dividend yield, (ii) non-GAAP adjusted free cash flow, and (iii) an Our Path Forward measure, with a modifier based on TSR relative to the S&P 500 Health Care Index. PSUs accrue cash dividend equivalents that are payable when, and only to the extent that, the PSUs vest. (3)“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 granted during the fiscal year using a Monte Carlo simulation valuation model based on the probable outcome of the performance conditions as of the grant date. The Monte Carlo model applies a risk-free interest rate and expected volatility assumptions. The risk-free interest rate is assumed to equal the yield on U.S. Treasury bonds on the grant date with remaining terms consistent with the remaining performance measurement period. Expected volatility is based on the average of historical volatility over a look-back period commensurate with the remaining performance measurement period ending on the grant date and the implied volatility from exchange-traded options as of the grant date. For the PSUs granted during the fiscal year, the assumed per-share value was $153.66, using a risk-free rate of 3.70% and expected volatility of 23.60%. We valued RSUs granted during the fiscal year 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.

  107. Grants of Plan-Based Awards for Fiscal 2026

    | 60 | CARDINAL HEALTH 2026 Proxy Statement |

  108. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2026

    Outstanding Equity Awards at Fiscal Year-End for Fiscal 2026 The table below shows the number of shares underlying unvested PSUs and RSUs held by our named executives on June 30, 2026. No outstanding stock options were held by our named executives on June 30, 2026.

  109. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2026

    | | Stock Awards | | | | | Name | 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 | 92,603(3) | 21,998,769 | 460,863(4) | 109,482,614 | | Alt | 26,408(5) | 6,273,484 | 135,640(6) | 32,222,638 | | Mason | 20,819(7) | 4,945,762 | 110,004(8) | 26,132,550 | | Weitzman | 24,132(9) | 5,732,798 | 127,497(10) | 30,288,187 | | Mayer | 20,873(11) | 4,958,590 | 109,538(12) | 26,021,847 |

  110. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2026

    (1)The market value is the product of $237.56, the closing price of our common shares on the NYSE on June 30, 2026, and the number of shares subject to unvested awards. (2)Fiscal 24-26 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 2025 through fiscal 2027 performance cycle (“Fiscal 25-27 PSUs”) and Fiscal 26-28 PSUs assume payout at the maximum payout level (without giving effect to the relative TSR modifier). Outstanding PSUs, if earned, pay out in August 2026, August 2027, and August 2028. (3)Reflects RSUs that vest as follows: 48,021 shares on August 15, 2026; 30,322 shares on August 15, 2027; and 14,260 shares on August 15, 2028. (4)Reflects 187,965 Fiscal 24-26 PSUs, 144,564 Fiscal 25-27 PSUs, and 128,334 Fiscal 26-28 PSUs. (5)Reflects RSUs that vest as follows: 14,075 shares on August 15, 2026; 8,545 shares on August 15, 2027; and 3,788 shares on August 15, 2028. (6)Reflects 58,738 Fiscal 24-26 PSUs, 42,814 Fiscal 25-27 PSUs, and 34,088 Fiscal 26-28 PSUs. (7)Reflects RSUs that vest as follows: 10,966 shares on August 15, 2026; 6,867 shares on August 15, 2027; and 2,986 shares on August 15, 2028. (8)Reflects 46,992 Fiscal 24-26 PSUs, 36,142 Fiscal 25-27 PSUs, and 26,870 Fiscal 26-28 PSUs. (9)Reflects RSUs that vest as follows: 12,661 shares on August 15, 2026; 7,906 shares on August 15, 2027; and 3,565 shares on August 15, 2028. (10)Reflects 54,823 Fiscal 24-26 PSUs, 40,590 Fiscal 25-27 PSUs, and 32,084 Fiscal 26-28 PSUs. (11)Reflects RSUs that vest as follows: 10,932 shares on August 15, 2026; 6,821 shares on August 15, 2027; and 3,120 shares on August 15, 2028.

  111. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2026

    | CARDINAL HEALTH 2026 Proxy Statement | 63 |

  112. Option Exercises and Stock Vested for Fiscal 2026

    Option Exercises and Stock Vested for Fiscal 2026 The table below shows stock options that were exercised, and PSUs and RSUs that vested, during fiscal 2026 for each of our named executives.

  113. Option Exercises and Stock Vested for Fiscal 2026

    | | 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 | — | — | 307,289 | 45,973,507 | | Alt | — | — | 81,978 | 12,566,674 | | Mason | — | — | 69,289 | 10,401,069 | | Weitzman | — | — | 54,617 | 8,203,422 | | Mayer | — | — | 63,385 | 9,507,670 |

  114. Option Exercises and Stock Vested for Fiscal 2026

    (1)This column represents shares acquired on vesting of PSUs granted during fiscal 2023 and RSUs granted during fiscal 2023, 2024, and 2025.

  115. Nonqualified Deferred Compensation in Fiscal 2026

    Nonqualified Deferred Compensation in Fiscal 2026 The table below provides information regarding the named executives’ accounts under our DCP and deferred share arrangements.

  116. Nonqualified Deferred Compensation in Fiscal 2026

    | 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 | 361,773 | 4,000 | 472,480 | — | 2,454,329 | | Deferred shares | — | — | 3,717,912 | — | 12,697,344 | | Alt | | | | | | | DCP | 201,297 | 4,100 | 59,052 | — | 397,736 | | Deferred shares | — | — | — | — | — | | Mason | | | | | | | DCP | — | — | 153,768 | — | 710,355 | | Deferred shares | — | — | — | — | — | | Weitzman | | | | | | | DCP | 866,871 | 4,200 | 1,045,653 | — | 7,377,913 | | Deferred shares | — | — | — | — | — | | Mayer | | | | | | | DCP | 48,751 | 4,000 | 15,191 | — | 389,811 | | Deferred shares | — | — | — | — | — |

  117. Nonqualified Deferred Compensation in Fiscal 2026

    (1)The DCP amounts shown include salary and fiscal 2025 cash incentive awards deferred during fiscal 2026. (2)DCP amounts included as contributions in the table and also reported as fiscal 2026 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $139,000; Mr. Alt — $75,071; Ms. Weitzman — $388,816; and Ms. Mayer — $4,000. (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, 2026 in the table and also reported as fiscal 2025 and 2024 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $154,058; Mr. Alt — $104,585; Ms. Weitzman — $456,593; and Ms. Mayer — $4,000.

  118. Nonqualified Deferred Compensation in Fiscal 2026

    | 64 | CARDINAL HEALTH 2026 Proxy Statement |

  119. Nonqualified Deferred Compensation in Fiscal 2026

    Our DCP permits certain management employees, including the named executives, to defer between 1% and 50% of base salary and between 1% and 80% of incentive compensation. In addition, we may make additional matching and non-matching contributions to the deferred balances of participants. We make matching contributions on amounts deferred under the DCP from compensation in excess of $360,000, but not in excess of $460,000 (subject to future annual adjustments based on certain U.S. Internal Revenue Service limits), at the same rate as contributions are matched under the 401(k) Savings Plan. We also may credit participants’ accounts with additional company contributions in the same amount as company contributions made to the 401(k) Savings Plan based on a percentage of fiscal year compensation in excess of $360,000, but not in excess of $460,000. Each participant may direct the investment of their DCP account by selecting among certain notional investment options that generally track publicly available mutual funds and investments and by periodically changing investment elections as the participant deems appropriate. We pay participants’ deferred balances in cash upon retirement, termination from employment, death, or total disability in a single lump sum or annual installment payments over a period of five or ten years. The DCP does not qualify under Section 401(a) of the Code and is exempt from many of the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) as a “top hat” plan for a select group of management or highly compensated employees. Apart from the DCP, a named executive also may defer receipt of shares that otherwise would be issued on the date that stock awards vest until after the named executive is no longer employed by Cardinal Health or until a fixed future date.

  120. Nonqualified Deferred Compensation in Fiscal 2026

    | CARDINAL HEALTH 2026 Proxy Statement | 65 |

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

    Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End In accordance with the SEC rules, the table below presents the potential payments and benefits in the event of termination of employment or a change of control for each named executive, calculated as if the named executive’s employment had terminated under the indicated circumstances as of June 30, 2026, the last day of fiscal 2026. The table below uses the closing market price of our common shares on June 30, 2026 ($237.56). The table does not include certain other benefits that are available to all our salaried employees upon retirement, death, or disability, including 401(k) Savings Plan distributions, group and supplemental life insurance benefits, and short-term and long-term disability benefits. The amounts reported in the table below are hypothetical amounts. Actual payments will depend on the circumstances and timing of any termination of employment or change of control. The paragraphs following the table explain the general provisions applicable to each termination or change of control situation.

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

    | | Voluntary Termination ($)(1) | Involuntary Termination Without Cause ($) | Death or Disability ($) | Qualifying Termination Following Change of Control ($) | | Hollar | | | | | | Cash severance | 0 | 8,250,000 | 0 | 10,312,500 | | Annual cash incentive award(2) | 0 | 2,625,000 | 2,625,000 | 2,625,000 | | Long-term incentive awards(3) | 0 | 93,115,681(4) | 131,481,383(5) | 131,481,383(5) | | Medical benefits | 0 | 33,216 | 0 | 33,216 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 104,048,897 | 134,106,383 | 144,477,099 | | Alt | | | | | | Cash severance | 0 | 2,835,000 | 0 | 3,780,000 | | Annual cash incentive award(2) | 0 | 985,856 | 985,856 | 985,856 | | Long-term incentive awards(3) | 0 | 0(4) | 38,496,123(5) | 38,496,123(5) | | Medical benefits | 0 | 34,144 | 0 | 34,144 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 3,880,000 | 39,481,979 | 43,321,123 | | Mason | | | | | | Cash severance | 0 | 2,295,000 | 0 | 3,060,000 | | Annual cash incentive award(2) | 761,986 | 761,986 | 761,986 | 761,986 | | Long-term incentive awards(3) | 22,522,826(4) | 22,522,826(4) | 31,078,312(5) | 31,078,312(5) | | Medical benefits | 0 | 34,034 | 0 | 34,034 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 23,284,812 | 25,638,846 | 31,840,298 | 34,959,332 | | Weitzman | | | | | | Cash severance | 0 | 2,441,250 | 0 | 3,255,000 | | Annual cash incentive award(2) | 847,527 | 847,527 | 847,527 | 847,527 | | Long-term incentive awards(3) | 26,040,852(4) | 26,040,852(4) | 36,020,985(5) | 36,020,985(5) | | Medical benefits | 0 | 34,034 | 0 | 34,034 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 26,888,379 | 29,388,663 | 36,868,512 | 40,182,546 | | Mayer | | | | | | Cash severance | 0 | 2,235,000 | 0 | 2,980,000 | | Annual cash incentive award(2) | 741,233 | 741,233 | 741,233 | 741,233 | | Long-term incentive awards(3) | 22,340,380(4) | 22,340,380(4) | 30,980,437(5) | 30,980,437(5) | | Medical benefits | 0 | 22,960 | 0 | 22,960 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 23,081,613 | 25,364,573 | 31,721,670 | 34,749,630 |

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

    (1)Mses. Mayer and Weitzman satisfied the standard age and service requirements to qualify for retirement under our MIP and 2021 LTIP in the event of a voluntary termination.

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

    | 66 | CARDINAL HEALTH 2026 Proxy Statement |

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

    (2)Assumes that the annual cash incentive payouts were at the following fiscal 2025 target amounts: Mr. Hollar — $2,625,000 (actual payout was $4,278,750); Mr. Alt — $985,856 (actual payout was $1,606,945); Mr. Mason — $761,986 (actual payout was $1,112,500); Ms. Weitzman — $847,527 (actual payout was $1,254,340); and Ms. Mayer — $741,233 (actual payout was $1,208,210). (3)We valued the vesting of PSUs and RSUs by multiplying the closing price of our common shares on June 30, 2026 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 2026 table on page 63. (4)Assumes the prorated vesting of long-term incentive awards, as follows: Mr. Hollar — 326,957 PSUs and 65,010 RSUs; Mr. Mason — 80,008 PSUs and 14,801 RSUs; Ms. Weitzman — 92,537 PSUs and 17,081 RSUs; and Ms. Mayer — 79,296 PSUs and 14,745 RSUs. (5)Assumes the full vesting of long-term incentive awards, as follows: Mr. Hollar — 460,863 PSUs and 92,603 RSUs; Mr. Alt — 135,640 PSUs and 26,408 RSUs; Mr. Mason — 110,004 PSUs and 20,819 RSUs; Ms. Weitzman — 127,497 PSUs and 24,132 RSUs; and Ms. Mayer — 109,538 PSUs and 20,873 RSUs.

  126. Voluntary Termination

    Voluntary Termination If a named executive voluntarily terminates, and they qualify for retirement under our MIP and 2021 LTIP, they generally receive: •a prorated annual cash incentive award based on actual performance; •prorated vesting of RSUs outstanding for at least six months; and •a prorated number of PSUs outstanding for at least six months that vest on the original vesting date based on actual performance. A named executive qualifies 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 a named executive voluntarily terminates and does not qualify for retirement, they are not eligible for any of the post-termination benefits described in this section.

  127. Involuntary Termination Without Cause

    Involuntary Termination Without Cause Under the terms of our Severance Plan as in effect as of the end of fiscal 2026, which is discussed on pages 52 and 53 of the CD&A, if a named executive is involuntarily terminated without cause (and prior to a change of control or following the second anniversary of a change of control), they generally receive under our Severance Plan: •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). 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 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. The forms of stock award agreements for grants to Mr. Hollar under the 2021 LTIP provide for prorated vesting of unvested awards (with performance awards continuing to remain subject to actual performance) if we terminate Mr. Hollar without cause.

  128. Pay Ratio Disclosure

    Pay Ratio Disclosure The Dodd-Frank Act and SEC rules require us to provide the ratio of the annual total compensation of Mr. Hollar, our CEO, to the annual total compensation of our median employee. For fiscal 2026, the median annual total compensation of all our employees (other than the CEO) was $78,316. Mr. Hollar’s annual total compensation for fiscal 2026 for purposes of the pay ratio disclosure was $22,591,085. Based on this information, for fiscal 2026, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 288 to 1. To identify and determine the annual total compensation of the median employee, we collected the payroll data of all employees globally as of June 30, 2026 and used total annual base pay as of June 30, 2026 as our compensation measure, which we consistently applied to all employees. Total annual base pay represented annualized base compensation for permanent employees who were hired during the fiscal year. Using this methodology, we determined that the median employee was a non-exempt, full-time employee located in the United States. The annual total compensation was calculated for both Mr. Hollar and the median employee in accordance with the SEC rules applicable to the Summary Compensation Table, except that it also includes the company-paid portion of health insurance premiums, which is not required to be included in the Summary Compensation Table. The pay ratio disclosure presented above is a reasonable estimate calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exclusions, estimates, and assumptions that reflect their employee populations and compensation practices, the pay ratio disclosure of other companies may not be comparable to the pay ratio reported by us.

  129. Pay Ratio Disclosure

    | CARDINAL HEALTH 2026 Proxy Statement | 69 |

  130. Pay Ratio Disclosure

    The table and graphs below summarize the relationship between the “compensation actually paid” (as required to be defined under the SEC rules, “CAP”) of the principal executive officer (“PEO”) and the non-PEO named executive officers (“Non-PEO NEOs”), and the financial performance of the company over the time horizon set forth below in accordance with applicable SEC rules. The Compensation Committee does not use the CAP amounts as a basis for making compensation decisions. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please see the CD&A beginning on page 41 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), 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 2026 was determined to be adjusted non-GAAP diluted EPS, as reflected in the SEC-required table below.

  131. Pay Ratio Disclosure

    | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | Company Selected Measure: Adjusted Non-GAAP Diluted EPS ($)(4) | | Year | Hollar ($) | Kaufmann ($) | Hollar ($) | Kaufmann ($) | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2026 | 22,574,349 | N/A | 73,998,911 | N/A | 5,951,970 | 19,620,506 | 463 | 137 | 1,075 | 10.95 | | 2025 | 18,976,195 | N/A | 72,784,925 | N/A | 5,347,072 | 19,819,300 | 324 | 114 | 1,569 | 8.24 | | 2024 | 25,651,209 | N/A | 28,304,507 | N/A | 5,981,832 | 7,969,614 | 186 | 121 | 853 | 7.53 | | 2023 | 18,786,467 | 3,528,968 | 40,796,971 | 12,948,517 | 4,154,565 | 9,212,666 | 176 | 109 | 331 | 5.85 | | 2022 | N/A | 13,463,557 | N/A | 3,175,014 | 4,110,560 | 2,918,363 | 95 | 103 | (937) | 5.07 |

  132. Pay Ratio Disclosure

    (1)The PEO for fiscal 2026, 2025, and 2024 was Mr. Hollar. The PEOs for fiscal 2023 were Mr. Hollar and Michael C. Kaufmann. The PEO for fiscal 2022 was Mr. Kaufmann. The Non-PEO NEOs for fiscal 2026, 2025 and 2024 were Mses. Mayer and Weitzman and Messrs. Alt and Mason. The Non-PEO NEOs for fiscal 2023 were Mses. Patricia M. English, Mayer, and Weitzman and Messrs. Alt, Victor L. Crawford, and Mason. The Non-PEO NEOs for fiscal 2022 were Ms. Mayer and Messrs. Crawford, Hollar, and Mason. Amounts set forth in the table for PEO do not include Mr. Hollar’s compensation for years in which he did not serve as PEO. Where applicable, such amounts are included in the Non-PEO NEO amounts. (2)The following tables show the adjustments, each of which is prescribed by the SEC rules, made to calculate the CAP amounts from the Summary Compensation Table (“SCT”) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K. Pursuant to the applicable rules, the amounts reported 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:

  133. Pay Ratio Disclosure

    | 70 | CARDINAL HEALTH 2026 Proxy Statement |

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

    PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

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

    | | 2026 | 2025 | 2024 | 2023 | | 2022 | | | Hollar ($) | Hollar ($) | Hollar ($) | Hollar ($) | Kaufmann ($) | Kaufmann ($) | | SCT total compensation | 22,574,349 | 18,976,195 | 25,651,209 | 18,786,467 | 3,528,968 | 13,463,557 | | Adjustments for stock awards | | | | | | | | Stock award values reported in SCT for the covered fiscal year | (16,259,918) | (13,431,441) | (20,640,912) | (14,828,888) | — | (11,051,066) | | Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end | 39,959,090 | 25,060,892 | 20,398,094 | 29,849,423 | — | 10,213,707 | | 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 | (5,650,991) | 1,748,061 | (329,335) | 460,516 | 2,703,218 | (4,290,114) | | 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 | 32,071,997 | 39,015,871 | 2,379,497 | 5,649,120 | 5,791,292 | (6,590,127) | | Change in dividends accrued | 1,304,384 | 1,415,347 | 845,955 | 880,332 | 925,040 | 1,429,057 | | Compensation Actually Paid (as calculated) | 73,998,911 | 72,784,925 | 28,304,507 | 40,796,971 | 12,948,517 | 3,175,014 |

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

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

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

    | | 2026 ($)* | 2025 ($)* | 2024 ($)* | 2023 ($)* | 2022 ($)* | | SCT total compensation | 5,951,970 | 5,347,072 | 5,981,832 | 4,154,565 | 4,110,560 | | Adjustments for stock awards | | | | | | | Stock award values reported in SCT for the covered fiscal year | (3,836,311) | (3,577,473) | (4,370,314) | (2,764,459) | (3,137,498) | | Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end | 9,427,793 | 7,243,294 | 5,630,751 | 4,439,800 | 2,948,596 | | 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 | (905,397) | 899,559 | (105,237) | 464,885 | (138,220) | | 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 | 8,637,891 | 9,539,342 | 567,703 | 2,636,182 | (1,185,583) | | Change in dividends accrued | 344,560 | 367,506 | 264,879 | 281,692 | 320,508 | | Compensation Actually Paid (as calculated) | 19,620,506 | 19,819,300 | 7,969,614 | 9,212,666 | 2,918,363 |

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

    * Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year. (3)Pursuant to the SEC rules, TSR measures the cumulative value of an initial investment of $100 on June 30, 2021, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which TSR is calculated, or June 30, 2022, June 30, 2023, June 30, 2024, June 30, 2025, and June 30, 2026, 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 41. (4)The primary financial metric for our PSU program for fiscal 2026 is adjusted non-GAAP diluted EPS, which is defined under “Performance Measure Calculations” on page 62. For fiscal 2025, 2024, 2023, and 2022, the amounts presented are non-GAAP diluted EPS for the applicable fiscal years. 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.

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

    | CARDINAL HEALTH 2026 Proxy Statement | 71 |

  140. Description of Compensation Actually Paid Versus Company Performance

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

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

    Compensation Actually Paid vs. Company and Total Shareholder Return

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

    | | Compensation Actually Paid to Hollar | | Average Compensation Actually Paid to Non-PEO NEOs | | | Compensation Actually Paid to Kaufmann | | Cardinal Health TSR | | | S&P500 Health Care Index TSR | | |

  143. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  144. Compensation Actually Paid vs. Net Income

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

  145. Compensation Actually Paid vs. Net Income

    | CARDINAL HEALTH 2026 Proxy Statement | 73 |

  146. Compensation Actually Paid vs. Net Income

    Equity Compensation Plan Information

  147. Compensation Actually Paid vs. Adjusted Non-GAAP EPS

    Compensation Actually Paid vs. Adjusted Non-GAAP EPS

  148. Compensation Actually Paid vs. Adjusted Non-GAAP EPS

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

  149. 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” their election, our Corporate Governance Guidelines require the director to promptly tender a resignation to the Chair 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.

  150. 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 12. 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 2027 annual meeting of shareholders, a shareholder recommendation must be received no later than May 24, 2027. Recommendations must include, at a minimum, the following information: •the name and address of the shareholder making the recommendation; •the name and address of the person recommended for nomination; •if the shareholder is not a shareholder of record, a representation and satisfactory proof of share ownership; •a statement in support of the shareholder’s recommendation, including sufficient information to permit the Governance and Sustainability Committee to evaluate the candidate’s qualifications, skills, and experience; •a description of all direct or indirect arrangements or understandings between the shareholder and the candidate recommended by the shareholder; •information regarding the candidate as would be required to be included in a proxy statement filed in accordance with SEC rules; and •the candidate’s written, signed consent to serve if elected. Shareholders who wish to nominate directors directly for election at an annual meeting of shareholders in accordance with the procedures in our Code of Regulations should follow the instructions under “Submitting Proxy Proposals and Director Nominations for the Next Annual Meeting of Shareholders” below and the details contained in our Code of Regulations.

  151. 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 2027 annual meeting of shareholders (other than any such proposal included in our proxy statement and form of proxy under Rule 14a-8 under the Exchange Act), you must comply with the notice requirements set forth in our Code of Regulations and such business must be a proper matter for shareholder action. Among other requirements, you must deliver proper written notice to our corporate secretary at our principal executive offices no earlier than July 15, 2027 and no later than the close of business on August 14, 2027. If the date of the 2027 annual meeting of shareholders is more than 30 days before, or more than 60 days after, November 12, 2027, 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. In addition to satisfying the deadlines in the advance notice provisions of our Code of Regulations, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required by our Code of Regulations and by Rule 14a-19(b) under the Exchange Act.

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

    | 82 | CARDINAL HEALTH 2026 Proxy Statement |

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

    Corporate Governance Documents