Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 13, 2020, the Board of Directors of Cardinal Health, Inc. (the
"Company") elected Jason M. Hollar, 46, as Chief Financial Officer ("CFO") of
the Company, effective May 12, 2020. Mr. Hollar will succeed David C. Evans, who
will continue to serve as CFO through May 11, 2020.
Mr. Hollar has been Executive Vice President and CFO of Tenneco Inc.
("Tenneco"), a company that designs, manufactures, markets and sells products
and services for light vehicle, commercial truck, off-highway, industrial and
after-market customers, since July 2018. He joined Tenneco as Senior Vice
President Finance and served in that role from June 2017 to June 2018. Prior to
joining Tenneco, Mr. Hollar was CFO of Sears Holdings Corporation ("Sears"), an
integrated retailer, from October 2016 to April 2017 and prior to that served as
Senior Vice President, Finance of Sears since October 2014.
Pursuant to the terms of Mr. Hollar's offer letter with the Company, he will
receive a base salary of $700,000, target annual bonus at 100% of his salary and
target long-term incentive awards of $2,500,000. To address compensation
forfeited at his former employer, Mr. Hollar will receive (i) a cash sign-on
bonus of $1,550,000 and (ii) initial grants of restricted share units with a
grant value of $1,000,000 that vest ratably over three years and performance
share units with a grant value of $1,000,000 that vest based on performance over
a three-year performance period. He will also receive a $200,000 lump sum
payment for relocation in lieu of eligibility for the Company's executive
relocation program. A copy of the offer letter is attached hereto as Exhibit
10.1. For more information regarding the Company's annual bonus and long-term
incentive award programs, see the Company's Definitive Proxy Statement for the
2019 Annual Meeting of Shareholders filed with the Securities and Exchange
Commission on September 20, 2019.
The Company also entered into its standard form of executive Confidentiality and
Business Protection Agreement with Mr. Hollar, which is attached hereto as
Exhibit 10.2.
Item 7.01. Regulation FD Disclosure.
The Company issued a news release on March 19, 2020 announcing the appointment
of Mr. Hollar as CFO, which is being furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Offer Letter
10.2 Confidentiality and Business Protection Agreement
99.1 News release furnished with this Form 8-K
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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