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

Cardinal Health Inc (CAH)

DEF 14A 2026-09-21 For: 2026-11-12

Added on September 21, 2026

About this DEF 14A

Cardinal Health Inc filed this DEF 14A on September 21, 2026.

Cardinal Health is seeking approval of 11 director nominees, named executive officer compensation, and Ernst & Young LLP for the fiscal year ending June 30, 2027. Fiscal 2026 revenue rose 14% to $254.2 billion. AI summary

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			LETTER TO CARDINAL HEALTH SHAREHOLDERS			2

			NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			4

			PROXY SUMMARY			5
			About Us			5
			Executing Strategic Priorities to Drive Long-Term Value Creation			5
			Fiscal 202 6 Performance Highlights			7
			202 6 Board Nominee Highlights			8
			Governance and Board Highlights			9
			Shareholder Engagement			10
			Virtual Annual Meeting			10
			Roadmap to Voting Matters			11
			How to Vote in Advance of the Annual Meeting			11
			Forward-Looking and Cautionary Statements			11

			CORPORATE GOVERNANCE			12
			PROPOSAL 1 — Election of Directors			12
			Board Membership Criteria: What We Look For			12
			Our Director Nominees			13
			Our Board’s Composition and Structure			20
			Our Board’s Primary Role, Responsibilities, and Processes			30
			Shareholder Engagement			35
			Standards of Business Conduct			36
			Related Person Transactions Policy and Process			36
			Director Compensation			37

			EXECUTIVE COMPENSATION			39
			PROPOSAL 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers			40
			Compensation Discussion and Analysis			41
			Human Resources and Compensation Committee Report			57
			Executive Compensation Tables			58
			Pay Ratio Disclosure			69
			Pay Versus Performance			70
			Equity Compensation Plan Information			74

			AUDIT COMMITTEE MATTERS			75
			PROPOSAL 3 — Ratification of Appointment of Ernst & Young LLP as Independent Auditor			75
			Audit Committee Report			75
			Fees Paid to Ernst & Young LLP			76
			Policy on Pre-Approval of Services Provided by Ernst & Young LLP			76

			SHARE OWNERSHIP INFORMATION			77

			OTHER MATTERS			79
			General Information About the Annual Meeting			79
			Communicating with the Board			81
			Shareholder Recommendations for Director Nominees			82
			Submitting Proxy Proposals and Director Nominations for the Next Annual Meeting of Shareholders			82
			Corporate Governance Documents			83
			Transfer Agent			83

			ANNEX A: USE OF NON-GAAP FINANCIAL MEASURES			A-1
			Exclusions from Fiscal 202 6 Non-GAAP Financial Measures			A-1
			Fiscal 202 6 GAAP to Non-GAAP Reconciliations			A-3
			Definitions			A-3


			Elect the 11 director nominees named in the proxy statement;
			Approve, on a non-binding advisory basis, the compensation of our named executive officers;
			Ratify the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending June 30, 2027; and
			Transact such other business as may properly come before the meeting or any adjournment or postponement.



			THURSDAY, NOVEMBER 12, 2026 8:00 a.m. Eastern Time Virtual Meeting www.virtualshareholdermeeting.com/CAH2026



			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 79 for instructions on how to attend and vote your shares


			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.



Important notice regarding the availability of proxy materials for the Annual Meeting to be held on November 12, 2026: The Notice of Annual Meeting of Shareholders, the accompanying proxy statement, and our 2026 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 21, 2026.



			Building Upon the Growth and Resiliency of Pharmaceutical and Specialty Solutions						Fiscal 2026 was marked by the expansion of the company's Specialty platform, including growth across specialty physician services, distribution, commercialization, data and insights, and patient support capabilities. The Board played an active role in overseeing the evaluation of opportunities to further strengthen the company's presence in Specialty, including investments to expand the company’s biopharma solutions capabilities as well as through the continued development of The Specialty Alliance management services organization (“MSO”) platform and the company’s oncology, urology, and gastroenterology offerings. These initiatives included enhancing data and analytics platforms that support both healthcare providers and manufacturer partners and expanding the company's patient access and support offerings. Collectively, these efforts strengthened the company's ability to deliver differentiated solutions across the specialty care continuum, further reinforcing its position as a strategic partner to specialty providers and biopharmaceutical manufacturers.


			Accelerating Growth in the Company’s Other Businesses						The company's Nuclear and Precision Health Solutions, at-Home Solutions, and OptiFreight® Logistics businesses continued to benefit from favorable healthcare trends, strong customer demand, and targeted investments in technology, automation, and capacity expansion. As these businesses generated strong growth, throughout the year, strategic discussions with the Board focused on opportunities to further scale these businesses and deploy capital to support future growth. Key areas of focus included additional acquisitions that expanded the company's home-based care and diabetes platforms, including the July 2026 acquisition of Strive Medical and the announced acquisition of AdaptHealth Corp.’s Diabetes Health business, as well as investments to expand theranostics and radiopharmaceutical manufacturing capabilities. These actions further diversified the company's growth profile and strengthened its ability to capitalize on long-term industry trends.


			Executing the Global Medical Products and Distribution Improvement Plan						GMPD continued to advance its multi-year transformation through operational simplification, Cardinal Health™ Brand growth, and cost optimization initiatives. The Board regularly assessed management's execution against key operational and financial objectives, with a focus on improving efficiency, enhancing customer service levels, strengthening supply chain capabilities, and driving sustainable profitability improvements. These efforts supported continued progress against the GMPD Improvement Plan, reinforcing GMPD's long-term competitiveness and resilience while contributing to the company's broader commitment to operational excellence.


				Director Since		Committees
Nominee		Age	Experience		Independent	A	G	H	R
	Robert W. Azelby	58	Former President and CEO, Eliem Therapeutics, Inc.	2024
	Michelle M. Brennan	61	Former Value Creation Leader, Johnson & Johnson	2022
	Sheri H. Edison	69	Former EVP and General Counsel, Amcor plc	2020
	David C. Evans	63	Former EVP and CFO, The Scotts Miracle-Gro Company	2020
	Patricia A. Hemingway Hall	73	Former President and CEO, Health Care Service Corporation	2013
	Jason M. Hollar	53	CEO, Cardinal Health, Inc.	2022
	Akhil Johri	65	Operating Advisor to CD&R; Former EVP and CFO, United Technologies Corporation	2018
	Nancy Killefer	72	Former Senior Partner, Public Sector Practice, McKinsey & Company, Inc.	2015
	Christine A. Mundkur	57	Former CEO, Impopharma Inc.	2022
	Robert W. Musslewhite	56	Former CEO, Definitive Healthcare Corp.	2025
	Sudhakar Ramakrishna	58	President and CEO, SolarWinds Corporation(1)	2025


			Board Leadership			11/11



			Financial Expertise			10/11



			Healthcare Expertise			9/11


			Operations Experience			7/11



			Regulatory/Legal/Public Policy Experience			7/11


			International Experience			7/11



			Information Technology/Cybersecurity/AI Experience			8/11



						Key Governance Related Topics Discussed •Board leadership, composition, and succession planning •Board effectiveness and governance enhancements •Board oversight of strategy and key risks •Executive compensation




TIME AND DATE Thursday, November 12, 2026 8:00 a.m. Eastern Time	PLACE Virtual Meeting www.virtualshareholdermeeting.com/CAH2026	RECORD DATE September 14, 2026


Proposal	Board Recommendation	Page Reference
PROPOSAL 1: to elect the 11 director nominees named in this proxy statement	FOR each director nominee	12
PROPOSAL 2: to approve, on a non-binding advisory basis, the compensation of our named executive officers	FOR	40
PROPOSAL 3: to ratify the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending June 30, 2027	FOR	75



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


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


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)


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)


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)


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)


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)


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)


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)


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)


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)


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)


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)


1
			Assess The Governance and Sustainability Committee regularly assesses the Board’s composition. Taking a forward-looking view of potential departures, retirements, and leadership transitions, the Committee maintains a multi-year timeline for anticipated refreshment needs and emergency succession plans to ensure the Board sustains the optimal mix of expertise. As part of this process, the Committee evaluates the mix of individual directors on our Board to: •evaluate the overall Board composition; and •develop criteria for potential candidates that are complementary and additive to the existing Board composition. In developing these criteria, the Governance and Sustainability Committee considers, among other things: •our evolving strategic priorities and significant risks; •our directors’ experiences, skillsets, personal characteristics, occupational backgrounds, and tenures; and •desired attributes and qualifications our Board identifies, including through its annual self-evaluation process. The Governance and Sustainability Committee also periodically reviews the Board’s leadership structure and recommends changes as appropriate, including the thoughtful rotation of directors among committees.

2
			Identify The Governance and Sustainability Committee typically retains a third-party search firm to identify potential candidates using the factors and criteria identified during the assessment phase.

3
			Evaluate Once a potential candidate is identified, members of the Governance and Sustainability Committee review the candidate’s: •background and skills, including how the candidate would support the Board’s oversight of our strategy, performance, culture, and risks; •independence and potential conflicts of interest; and •ability to devote sufficient time. Promising candidates interview with the Governance and Sustainability Committee, our Chair, our CEO, other directors, and members of management.

4
			Recommend Following the Governance and Sustainability Committee’s thorough review process, the Committee recommends a candidate to the Board, which, based on this recommendation, elects the individual as a new director.



New Director Orientation			All new directors typically participate in a comprehensive director orientation program, which includes: •presentations by senior management on our business; strategy; significant financial matters; information technology matters, including cybersecurity; legal, quality, and regulatory matters; our ethics and compliance program; and our approach to human capital management; •business reviews by the leaders of our operating segments; •opportunities to learn about our significant risks, regulatory matters, and corporate governance, including the roles and responsibilities of our directors; and •briefings on the responsibilities, duties, and activities of the committees on which the director will initially serve.


Continuing Director Education			We provide additional educational opportunities to our Board and its committees internally throughout the year. Training topics are generally identified either through director or executive feedback or in connection with developments relevant to the company, including areas of emerging risk. Ongoing director education may include: •management presentations on the company’s businesses, services, products, industry trends, regulatory developments, and significant current and emerging risks; •one-on-one meetings with management outside formal Board meetings; •presentations by outside experts on various topics; and •tours of the company’s facilities.


External Director Education			We encourage our directors to attend outside director and other continuing education programs. We make available to directors information on director education programs covering topics such as: •developments in our industry; •risk oversight; •information technology matters, including cybersecurity and AI; •corporate governance practices; •relevant regulatory requirements and expectations; •the macroeconomic environment; and •other matters relevant to their duties as directors. In the past year, our directors have attended programs which were sponsored by the National Association of Corporate Directors and Tapestry Networks, among other organizations.



32 total Board and committee meetings in 2026						99% overall average attendance at Board and committee meetings



Formal Board Evaluation The formal Board evaluation process is developed and overseen by the Governance and Sustainability Committee and is designed to assess the performance and effectiveness of the Board, its committees, and individual directors. Key elements of the process include:


1
			Evaluation Planning Each year, the Governance and Sustainability Committee reviews and determines the focus areas, scope, and format of the formal self-evaluation. Areas of focus are based on the then-current operating environment, areas of focus from prior self-evaluations, and input from directors. The evaluation process includes an assessment of both Board process and substance, including: •the Board’s effectiveness, structure, composition, succession, and culture; •the quality of Board discussions and materials; •the Board’s performance overseeing business performance, strategy, succession planning, risk management, and other key areas; •agenda topics for future meetings; and •Board and committee meeting structure, format, processes, and practices.

2
			Conducting the Evaluation The evaluation is conducted by an experienced outside facilitator and all members of our Board and each of its standing committees participate in the formal evaluation process. Periodically, members of senior management also provide feedback regarding Board and committee effectiveness. The outside facilitator interviews each director individually to obtain anonymous feedback. When senior management participates in the evaluation process, the outside facilitator interviews members of senior management to gather additional perspectives. Feedback is then aggregated and summarized by the outside facilitator. The Board’s evaluation process periodically includes the outside facilitator confidentially soliciting feedback on directors individually from other directors and members of senior management during the interview process. Following interviews, the outside facilitator discusses the feedback received with each individual director. As part of the Board's most recent evaluation cycle, members of senior management participated in the interview process and confidential individual director assessments were conducted.

3
			Board and Committee Review of Results The outside facilitator reviews the results first with the Governance and Sustainability Committee and then with the Board. The Board and each committee discuss the results in executive session without management present. Results are shared with management, as appropriate, to assist the Board and its committees in making enhancements to address opportunities that are identified.

4
			Development of Action Plan In response to input from the formal evaluation process, an action plan is developed. Our Chair, committee chairs, and other directors then work with management to take concrete steps to improve practices, processes, and procedures to enhance the Board’s and committees’ effectiveness. Key actions taken in response to feedback from past Board evaluations and other feedback received are summarized on the following page.



Ongoing Engagement In addition to the formal evaluation, the Board fosters a culture of continuous engagement. Throughout the year, directors have regular opportunities to provide input directly to the Chair, committee chairs, and management on meeting process enhancements, resources, materials, presentations, and agenda topics for Board and committee meetings and strategic planning sessions. For example, the Board and each committee meet regularly in executive session without management present, providing a forum for candid discussion. Feedback from these sessions is shared with management, and appropriate follow-up actions are identified and implemented. This year-round engagement model helps ensure that director insights are continuously integrated into the company’s governance practices and strategic planning, reinforcing the Board’s commitment to high performance and accountability.



Composition			•Continued to support Board leadership succession planning and committee composition decisions to help ensure alignment with the company’s strategy and significant risks. •Over the past year, the Board appointed a new independent, non-executive Chair, a new Compensation Committee Chair, and rotated committee assignments to support leadership succession planning and help ensure that directors’ skills and experience remain aligned with committee oversight responsibilities, the company’s strategy, and areas of significant risks.


Board culture			•Continued to provide opportunities for our Board to interact with senior management and emerging talent, both formally and informally, to strengthen relationships and support the Board’s talent and succession planning responsibilities.


Focus			•Continued to refine Board and committee agendas, focusing on strategic priorities and the oversight of key and emerging risks. Throughout fiscal 2026, the Board and its committees devoted significant time to discussions on strategy and evolving risk areas, including risks arising from the macroeconomic and regulatory environment and from developments in AI. These discussions involved regular management updates, scenario-based analyses, and independent third-party assessments. •Enhanced the Risk Oversight Committee’s role and focus on key and emerging risks, by transitioning oversight of the company's ERM and cybersecurity programs from the Audit Committee to the Risk Oversight Committee, aligning these responsibilities with the committee's broader operational risk oversight role and reinforcing the integration of cybersecurity within the company's overall enterprise risk management approach. In connection with this transition, the Risk Oversight Committee’s charter was also expanded to include oversight of emerging technologies, including AI.


Information and resources			•Continued to enhance Board materials and presentations to improve clarity, focus, and strategic relevance, helping directors concentrate on the matters most important to the company’s long-term success. •Provided directors with targeted educational opportunities on topics identified as important to effective oversight, supporting directors’ ability to oversee the company’s evolving business environment and strategic priorities.



Board of Directors


Overview of enterprise risks (including strategic and operational risks)



Management


Identification, assessment, and management of risks through ERM program Management provides regular updates to the Board and its committees on such risks, the related risk mitigation measures, and the effectiveness of internal controls



						Shareholder Engagement Team •Board Chair •Corporate Secretary’s Office •Human Resources •Investor Relations •Sustainable Business