Log in
Log in
Or log in with
GoogleGoogle
Twitter Twitter
Facebook Facebook
Apple Apple     
Sign up
Or log in with
GoogleGoogle
Twitter Twitter
Facebook Facebook
Apple Apple     

CARDINAL HEALTH, INC.

(CAH)
  Report
Delayed Nyse  -  01:00 2022-11-25 pm EST
78.95 USD   +0.65%
11/23Fitch Affirms Medline's Rating at 'B+'; Outlook Remains Negative
AQ
11/22Factbox-Pharmacies, drug companies settle lawsuits over U.S. opioid crisis
RE
11/22Credit Suisse Lifts Cardinal Health's Price Target to $79 From $64, Keeps Neutral Rating
MT
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisionsFunds 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

Cardinal Health : 2022 Proxy Statement

09/28/2022 | 05:36pm EST

Proxy Statement

Notice of Annual Meeting of Shareholders

TABLE OF CONTENTS

LETTER TO CARDINAL HEALTH

SHAREHOLDERS

3

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS

5

PROXY SUMMARY

6

ABOUT US

6

FISCAL 2022 PERFORMANCE

6

CEO TRANSITION

7

AGREEMENT WITH ELLIOTT

7

OUR 2022 BOARD NOMINEES

8

GOVERNANCE AND BOARD HIGHLIGHTS

9

ADDRESSING THE OPIOID EPIDEMIC

9

APPROACH TO ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

("ESG")

11

VIRTUAL ANNUAL MEETING

13

ROADMAP TO VOTING MATTERS

13

HOW TO VOTE IN ADVANCE OF THE ANNUAL MEETING

13

CORPORATE GOVERNANCE

14

PROPOSAL 1 - ELECTION OF DIRECTORS

14

BOARD MEMBERSHIP CRITERIA: WHAT WE LOOK FOR

14

OUR DIRECTOR NOMINEES

15

OUR BOARD'S COMPOSITION AND STRUCTURE

23

OUR BOARD'S PRIMARY ROLE AND RESPONSIBILITIES AND

PROCESSES

28

STANDARDS OF BUSINESS CONDUCT

33

RELATED PERSON TRANSACTIONS POLICY AND PROCESS

33

SHAREHOLDER ENGAGEMENT

34

DIRECTOR COMPENSATION

36

AUDIT COMMITTEE MATTERS

38

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF ERNST &

YOUNG LLP AS INDEPENDENT AUDITOR

38

AUDIT COMMITTEE REPORT

38

FEES PAID TO ERNST & YOUNG LLP

39

POLICY ON PRE-APPROVAL OF SERVICES PROVIDED BY ERNST &

YOUNG LLP

39

EXECUTIVE COMPENSATION

40

PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

41

COMPENSATION DISCUSSION AND ANALYSIS

42

HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT

57

EXECUTIVE COMPENSATION TABLES

57

PAY RATIO DISCLOSURE

70

EQUITY COMPENSATION PLAN INFORMATION

70

SHARE OWNERSHIP INFORMATION

71

BENEFICIAL OWNERSHIP

71

DELINQUENT SECTION 16(a) REPORTS

72

OTHER MATTERS

73

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

73

COMMUNICATING WITH THE BOARD

75

SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

75

SUBMITTING PROXY PROPOSALS AND DIRECTOR NOMINATIONS

FOR THE NEXT ANNUAL MEETING OF SHAREHOLDERS

76

CORPORATE GOVERNANCE DOCUMENTS

77

TRANSFER AGENT

77

ANNEX A:

USE OF NON-GAAP FINANCIAL MEASURES

A-1

EXCLUSIONS FROM NON-GAAP FINANCIAL MEASURES

A-1

FISCAL 2022 GAAP TO NON-GAAP RECONCILIATIONS

A-2

DEFINITIONS

A-3

GREGORY B. KENNY

Chairman of the Board

September 28, 2022

+12%

REVENUE GROWTH

IN FY 2022 VS FY 2021

+29%

OPERATING CASH FLOW GROWTH FY 2022 VS FY 2021

LETTER TO CARDINAL HEALTH SHAREHOLDERS

Over the past year, the Board and management have remained focused on disciplined execution of our strategic priorities to drive long-term value in the face of global economic headwinds. Although performance fell short of our stated goals, the company demonstrated resilience in the face of unprecedented inflation and supply chain constraints and laid the groundwork for a clear path forward.

In August, we announced that Jason Hollar would become our next Chief Executive Officer, effective September 1. Jason served as our Chief Financial Officer beginning in May 2020 and brings a wealth of experience, including expertise in leading in dynamic and challenging environments. We look forward to leveraging Jason's experience and are confident in his ability to lead Cardinal Health on a path to long-term growth. We are grateful for all that Mike Kaufmann contributed to our company over his nearly 32 years of service.

In September, Cardinal Health entered into a cooperation agreement with Elliott Associates, L.P. and Elliott International, L.P. that included the addition of four new members to our Board and the formation of a new Business Review Committee to review the company's business, operations, and capital allocation policy. Cardinal Health and Elliott are aligned in our objective to create value for all shareholders, and I am pleased to welcome the new members to our Board who bring considerable experience and skills in areas like healthcare and technology.

In addition, Dean Scarborough and John Weiland will be leaving the Board following the annual meeting of shareholders. On behalf of the Board, I would like to thank Dean and John for their valuable contributions.

These changes will bring the total number of directors to thirteen, twelve of whom are independent and eight of whom are gender or racially or ethnically diverse.

FISCAL 2022 PERFORMANCE

In fiscal 2022, we grew revenue and operating cash flow, and continued to streamline our cost structure, once again surpassing our enterprise cost savings target. Fiscal year 2022 revenue was $181.4 billion, a 12% increase from the prior fiscal year, and we returned $1.6 billion to our shareholders through share repurchases and dividends. While our Pharmaceutical segment profit grew 5%, our Medical segment faced challenges primarily due to inflationary impacts and global supply chain constraints. Following the fiscal year-end, we announced a detailed Medical Improvement Plan that targets Medical segment profit of at least $650 million by fiscal 2025.

CardinalHealth / 2022 PROXY STATEMENT

3

LETTER TO CARDINAL HEALTH SHAREHOLDERS

FINALIZING THE NATIONAL OPIOID SETTLEMENT

In February, we announced that we and the two other national distributors would proceed with a comprehensive agreement to settle the vast majority of opioid-related lawsuits filed by state and local government entities. This is a significant achievement and will provide meaningful relief to communities across the United States impacted by the opioid epidemic. Following these developments, we recently made the decision to wind down the Board's Ad Hoc Committee assisting the Board in its oversight of opioid-related matters. The Ad Hoc Committee will meet again in November and will then transition its responsibilities, including overseeing compliance with the national settlement, to the Board's Risk Oversight Committee.

OPERATING SUSTAINABLY

In recognition of the Board's increasing focus on oversight of sustainability matters, we updated the Nominating and Governance Committee's Charter in May to formalize its oversight of environmental, social, and governance (ESG) activities, policy, strategy, and reporting and disclosure practices and renamed the committee the Governance and Sustainability Committee.

Last August, we announced a comprehensive talent strategy to increase representation of diverse employees at the manager level and above by 2030. This strategy is aimed at increasing the company's leadership representation of women globally and African American and Black and other ethnically diverse employees in the United States. To ensure these important strategic efforts are closely aligned to our management incentive structure, the Board's Human Resources and Compensation Committee approved expanding diversity, equity, and inclusion (DE&I) metrics in the company's fiscal 2022 annual and long-term incentive programs.

Last September, we announced a goal to reduce our Scope 1 and 2 greenhouse gas (GHG) emissions by 50% by fiscal 2030, compared to a fiscal 2019 base year. We plan to set a science-based target for GHG emission reductions and are assessing our Scope 3 supply chain emissions to set a Scope 3 reduction goal.

SHAREHOLDER ENGAGEMENT

During the past year, our Board and management team continued its long-standing and robust shareholder engagement program. Over the course of the year, the company contacted shareholders representing 61% of our outstanding shares and met with shareholders representing 36% of outstanding shares. Along with our Human Resource and Compensation Committee Chair Carrie Cox, I participated in meetings with shareholders representing 23% of outstanding shares. In those meetings, we discussed updates on board composition, the national opioid settlement, our executive compensation practices, and our increased prioritization of ESG matters, including DE&I. These are important conversations, and we greatly value the insights our shareholders provide.

LOOKING FORWARD

Our success would not be possible without the commitment of our more than 46,500 employees. Throughout the challenges of this past year, our employees remained focused on our mission to improve the lives of people every day. They continued to deliver for our customers, and they are foundational to our success.

On behalf of our Board, I thank you for your share ownership and for your continued support of Cardinal Health. With a new Chief Executive Officer and a clear path forward that has the full confidence of the Board, we look forward to working with you and all our partners to ensure that Cardinal Health continues to perform our essential role in healthcare.

Sincerely,

Gregory B. Kenny

Chairman of the Board

4

CardinalHealth / 2022 PROXY STATEMENT

NOTICE

OF ANNUAL MEETING

OF SHAREHOLDERS

September 28, 2022

This year's annual meeting of shareholders (the "Annual Meeting") will be conducted exclusively online without an option for physical attendance. You will be able to participate in the virtual meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CAH2022. We aim to offer shareholders rights and participation opportunities during the virtual meeting that are comparable to those at an in-person annual meeting of shareholders.

VIRTUAL MEETING

The Annual Meeting is a virtual shareholder meeting at

www.virtualshareholdermeeting.com/CAH2022.

RECORD DATE

September 20, 2022. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

PROXY VOTING

Please vote your shares promptly to ensure the presence of a quorum during the Annual Meeting. Voting your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form will save the expense of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope with postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option. We are requesting your vote to:

WEDNESDAY, NOVEMBER 9, 2022

8:00 a.m. Eastern Time

Virtual Meeting www.virtualshareholdermeeting.com/CAH2022

VOTE IN ADVANCE OF THE MEETING IN ONE OF FOUR WAYS:

INTERNET

Visit 24/7

www.proxyvote.com

BY TELEPHONE

Call the toll-free number 1-800-690-6903 within the United States, U.S. territories, or Canada

BY MAIL

Mark, sign, and date proxy card and return by mail in enclosed postage-paid envelope

Virtual Meeting

See page 73 for instructions on how to attend

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.

ITEMS OF BUSINESS

  1. Elect the 13 director nominees named in the proxy statement;
  2. Ratify the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending June 30, 2023;
  3. Approve, on a non-binding advisory basis, the compensation of our named executive officers; and
  4. Transact such other business as may properly come before the meeting or any adjournment or postponement.

MEETING DETAILS

See "Proxy Summary" and "Other Matters" for details.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on November 9, 2022: The Notice of Annual Meeting of Shareholders, the accompanying proxy statement, and our 2022 Annual Report to Shareholders are available at www.proxyvote.com. These proxy materials are first being sent or made available to shareholders commencing on September 28, 2022.

By Order of the Board of Directors.

Patrick C. Pope

Senior Vice President, Deputy General Counsel and Secretary

CardinalHealth / 2022 PROXY STATEMENT

5

Disclaimer

Cardinal Health Inc. published this content on 27 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2022 21:35:02 UTC.


ę Publicnow 2022
All news about CARDINAL HEALTH, INC.
11/23Fitch Affirms Medline's Rating at 'B+'; Outlook Remains Negative
AQ
11/22Factbox-Pharmacies, drug companies settle lawsuits over U.S. opioid crisis
RE
11/22Credit Suisse Lifts Cardinal Health's Price Target to $79 From $64, Keeps Neutral Ratin..
MT
11/15Cardinal Health brings hospital-level care to the home with new supply chain solution
PR
11/15Cardinal Health Announces the Launch of Velocare
CI
11/14Elliott raises stake in Pinterest; adds Clarivate, Cardinal Health to portfolio
RE
11/14Mizuho Securities Raises Price Target on Cardinal Health to $74 From $66, Maintains Neu..
MT
11/10Transaction Data Systems Adds Cardinal Health’s Outcomes Platform to Enable Greate..
CI
11/10Cardinal Health Inc : Submission of Matters to a Vote of Security Holders (form 8-K)
AQ
11/09Insider Sell: Cardinal Health
MT
More news
Analyst Recommendations on CARDINAL HEALTH, INC.
More recommendations
Financials (USD)
Sales 2023 199 B - -
Net income 2023 1 176 M - -
Net Debt 2023 1 198 M - -
P/E ratio 2023 18,2x
Yield 2023 2,52%
Capitalization 20 695 M 20 695 M -
EV / Sales 2023 0,11x
EV / Sales 2024 0,10x
Nbr of Employees 46 035
Free-Float 79,8%
Chart CARDINAL HEALTH, INC.
Duration : Period :
Cardinal Health, Inc. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends CARDINAL HEALTH, INC.
Short TermMid-TermLong Term
TrendsNeutralBullishBullish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 15
Last Close Price 78,95 $
Average target price 77,62 $
Spread / Average Target -1,69%
EPS Revisions
Managers and Directors
Jason M. Hollar Chief Executive Officer & Director
Patricia M. English Chief Financial Officer
Gregory B. Kenny Independent Non-Executive Chairman
Michelle D. Greene Chief Information Officer
Jessica L. Mayer Vice President-Managing Counsel
Sector and Competitors