Cardinal Health Inc DEF 14A, filed Sep 16, 2025

Cardinal Health Inc (CAH)

DEF 14A 2025-09-16 For: 2025-11-05

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Added on June 12, 2026

About this DEF 14A

Cardinal Health Inc filed this DEF 14A on September 16, 2025.

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☐			Soliciting Material under §240.14a-12


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			LETTER TO CARDINAL HEALTH SHAREHOLDERS			2

			NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			4

			PROXY SUMMARY			5
			About Us			5
			Driving Future Value Creation Through Strategic Execution			5
			Fiscal 2025 Performance Highlights			6
			202 5 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			31
			Shareholder Engagement			36
			Standards of Business Conduct			37
			Related Person Transactions Policy and Process			37
			Director Compensation			38

			EXECUTIVE COMPENSATION			40
			PROPOSAL 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers			41
			Compensation Discussion and Analysis			42
			Human Resources and Compensation Committee Report			58
			Executive Compensation Tables			59
			Pay Ratio Disclosure			70
			Pay Versus Performance			71
			Equity Compensation Plan Information			75

			AUDIT COMMITTEE MATTERS			76
			PROPOSAL 3 — Ratification of Appointment of Ernst & Young LLP as Independent Auditor			76
			Audit Committee Report			76
			Fees Paid to Ernst & Young LLP			77
			Policy on Pre-Approval of Services Provided by Ernst & Young LLP			77

			SHARE OWNERSHIP INFORMATION			78

			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 2025 Non-GAAP Financial Measures			A-1
			Fiscal 202 5 GAAP to Non-GAAP Reconciliations			A-2
			Definitions			A-2


			Elect the 12 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, 2026; and
			Transact such other business as may properly come before the meeting or any adjournment or postponement.



			WEDNESDAY, NOVEMBER 5, 2025 8:00 a.m. Eastern Time Virtual Meeting www.virtualshareholdermeeting.com/CAH2025



			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 5, 2025: The Notice of Annual Meeting of Shareholders, the accompanying proxy statement, and our 2025 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 16, 2025.



			Building Upon the Growth and Resiliency of Pharmaceutical and Specialty Solutions						In fiscal 2025, the Board provided strategic oversight of several acquisitions that expanded Cardinal Health’s presence in Specialty, specifically in gastroenterology, urology, and oncology. The acquisitions of Integrated Oncology Network (“ION”), GI Alliance, and Urology America laid the foundation for the launch of The Specialty Alliance multi-specialty management services organization (“MSO”) platform and strengthened the company’s Navista oncology practice alliance. These investments meaningfully enhanced the company’s focus on multiple specialties and our ability to provide a broad suite of services supporting specialty physicians. The Board evaluated each initiative for strategic and cultural fit and financial return as well as for its implications on long-term term shareholder value creation and enterprise resilience.


			Accelerating Growth in the Company’s Other Businesses						Cardinal Health’s growth businesses, Nuclear and Precision Health Solutions, at-Home Solutions, and OptiFreight® Logistics — collectively reported in “Other” — delivered strong fiscal 2025 growth. Accelerating this momentum was the acquisition of Advanced Diabetes Supply Group, one of the country’s leading diabetic medical supplies providers, which expanded the company’s reach in diabetes care. Strategic investments in automation and digital platforms further enhanced operational efficiency and customer experience. These businesses, recognized as leaders within their respective areas of healthcare, were a focal point of the Board’s capital deployment decisions and strategic planning given their alignment with key secular trends, positive long-term outlook, and higher-margin opportunities.


			Executing the Global Medical Products and Distribution Improvement Plan						The GMPD segment continued its multi-year transformation, growing segment profit by 47% in fiscal 2025 after returning the business to profitability in fiscal 2024. The Board oversaw and monitored execution of GMPD Improvement Plan initiatives, including cost optimization and Cardinal Health™ Brand growth strategies.


				Director Since		Committees
Nominee		Age	Experience		Independent	A	G	H	R
	Robert W. Azelby	57	Former President and CEO, Eliem Therapeutics, Inc.	2024
	Michelle M. Brennan	60	Former Value Creation Leader, Johnson & Johnson	2022
	Sheri H. Edison	68	Former EVP and General Counsel, Amcor plc	2020
	David C. Evans	62	Former EVP and CFO, The Scotts Miracle-Gro Company	2020
	Patricia A. Hemingway Hall	72	Former President and CEO, Health Care Service Corporation	2013
	Jason M. Hollar	52	CEO, Cardinal Health, Inc.	2022
	Akhil Johri	64	Operating Advisor to CD&R; Former EVP and CFO, United Technologies Corporation	2018
	Gregory B. Kenny	72	Former President and CEO, General Cable Corporation	2007
	Nancy Killefer	71	Former Senior Partner, Public Sector Practice, McKinsey & Company, Inc.	2015
	Christine A. Mundkur	56	Former CEO, Impopharma Inc.	2022
	Robert W. Musslewhite	55	Former CEO, Definitive Healthcare Corp.	2025
	Sudhakar Ramakrishna	57	President and CEO, SolarWinds Corporation	2025


			Board Leadership			10/12



			Financial Expertise			11/12



			Healthcare Expertise			9/12


			Operations Experience			8/12



			Regulatory/Legal/Public Policy Experience			7/12


			International Experience			8/12



			Information Technology/Cybersecurity/AI Experience			7/12



						Shareholder Engagement Team •Board Chairman •Corporate Secretary’s Office •ESG •Human Resources •Investor Relations



						Governance Related Topics Discussed •Board composition, skills, and experience •Board oversight of risk •Board refreshment and succession planning •Executive compensation •Sustainability initiatives




TIME AND DATE Wednesday, November 5, 2025 8:00 a.m. Eastern Time	PLACE Virtual Meeting www.virtualshareholdermeeting.com/CAH2025	RECORD DATE September 8, 2025



			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																																										10
Financial expertise as a finance executive or CEO brings valuable experience to the Board and our management team																																										11
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																																										8
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																																										8
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																																										7


Proposal	Board Recommendation	Page Reference
PROPOSAL 1: to elect the 12 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	41
PROPOSAL 3: to ratify the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending June 30, 2026	FOR	76


DIRECTOR QUALIFICATIONS: Mr. Azelby brings extensive executive leadership experience across the biopharmaceutical, oncology, and specialty pharmaceutical sectors. His background includes strategic oversight and operational leadership in areas such as corporate governance, commercial and manufacturing operations, international markets, finance, human resources, and regulatory compliance. In addition to his executive leadership experience, Mr. Azelby contributes valuable insights to the Board gained through his service on the boards of several public biopharmaceutical companies. He currently serves on the Audit and Compensation Committees of ADC Therapeutics, the Audit and Nominating and Governance Committees of Autolus Therapeutics, and the Compensation Committee of Terns Pharmaceuticals.			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), Terns Pharmaceuticals, Inc. (since February 2025) Past: Chinook Therapeutics, Inc. (2023), Eliem Therapeutics, Inc. (2020 – 2023), Clovis Oncology, Inc. (2018 – 2022), Immunomedics, Inc. (2020)


DIRECTOR QUALIFICATIONS: Ms. Brennan brings to the Board a wealth of experience gained through a distinguished career in senior management roles at Johnson & Johnson (“J&J”), where she developed deep expertise in healthcare, regulatory compliance, manufacturing operations, product quality, strategic planning, finance, and global markets. In addition to her executive experience, Ms. Brennan contributes valuable governance insights gained through her role as Chairman of the Board at Masimo, where she also chairs the Nominating, Compliance and Corporate Governance Committee. Her prior board service at Coupa Software further enhances her qualifications, including her service as Chair of the Nominating and Corporate Governance Committee and her service on the Audit Committee.			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: Current: Masimo Corporation (since 2023) Past: 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 Chief Financial Officer 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 and is a member of the Finance 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 is the retired President and Chief Executive Officer 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 Chief Executive Officer of Cardinal Health since September 2022, following his tenure as Chief Financial Officer 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 several large public companies. 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 and Vice President of Finance for Delphi Automotive’s 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: Mr. Kenny has served as Chairman of the Board since November 2018, following his tenure as independent Lead Director from 2014 to 2018. He brings to the Board extensive leadership experience, having served for 14 years as President and Chief Executive Officer of General Cable. He brings to the Board deep expertise in corporate governance, global manufacturing operations, international markets, finance, and human capital management. Mr. Kenny has demonstrated strong board leadership through his prior service as Chair of the Board’s Governance and Sustainability and Compensation Committees. He also contributes valuable governance insight gained from his roles chairing the board of Ingredion and its Corporate Governance and Nominating Committee. In both his current role as Chairman of the Board and his previous role as Lead Director, Mr. Kenny has been a driving force in fostering independent Board leadership and promoting a rigorous, deliberative decision-making process among independent directors.			PROFESSIONAL EXPERIENCE: •President and CEO of General Cable Corporation, a global manufacturer of aluminum, copper, and fiber-optic wire and cable products (2001 – 2015) •President and Chief Operating Officer of General Cable (1999 – 2001) •Executive Vice President and Chief Operating Officer of General Cable (1997 – 1999) •Served in executive level positions at Penn Central Corporation, where he was responsible for corporate business strategy •Earlier in his career, served as Foreign Service Officer of the U.S. Department of State
OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Ingredion Incorporated (since 2005)


DIRECTOR QUALIFICATIONS: Ms. Killefer brings over 30 years of strategic leadership experience across both public and private sectors. During her tenure at McKinsey, she advised healthcare and consumer-focused organizations on strategic planning, healthcare strategy, marketing, and brand development. As the former Managing Partner of McKinsey’s Public Sector Practice and a former Chief Financial Officer of a U.S. government agency, she offers the Board deep expertise in government relations, public policy, and financial oversight. Ms. Killefer currently serves on the boards of Certara, where she chairs the Compensation Committee and is a member of the Nominating and Corporate Governance Committee, and Meta Platforms, where she chairs the Audit and Privacy Committee. She previously served on the board of Natura. Her broad governance experience provides valuable insights into corporate strategy, risk management, and regulatory compliance.			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 leadership experience in the pharmaceutical industry, having held executive roles across legal, quality and regulatory compliance, manufacturing operations, and strategic consulting. Her broad expertise spans healthcare, corporate governance, international markets, and finance. Ms. Mundkur currently serves on the board of directors of MannKind, where she is a member of both the Audit Committee and the Nominating and Corporate Governance Committee. She previously served on the board of directors of Lupin Limited. Her diverse background and board experience provide the company with valuable insights into regulatory strategy, operational excellence, and global market dynamics.			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 background includes senior roles in corporate strategy, product scaling, and operational leadership at both public and private companies. He most recently served as CEO of Definitive Healthcare, where he led the company following its initial public offering and oversaw its growth strategy. Prior to that, he held multiple CEO roles within UnitedHealth Group’s Optum division and served as Chairman and CEO of The Advisory Board Company. Mr. Musslewhite currently serves on the board of directors of CoStar Group, where he chairs its Compensation Committee and serves on its Capital Allocation Committee. He previously served on the boards of Definitive Healthcare and The Advisory Board. His extensive leadership and board experience provide the company with valuable insights into healthcare innovation, data-driven strategy, public company governance, finance, human capital management, and regulatory compliance.			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 leadership experience in the technology sector, with deep expertise in cybersecurity, enterprise software, and IT infrastructure. As CEO of SolarWinds since 2021, he has led the company through significant technology, business model, and cybersecurity transformations. His prior executive roles include serving as CEO of Pulse Secure and holding senior leadership positions at Citrix Systems, Polycom, Motorola, and 3COM, where he was responsible for driving innovation across cloud, networking, and mobile platforms. In these roles, he also gained extensive experience overseeing global IT operations, including infrastructure modernization, systems integration, and operational resilience. Other than SolarWinds, Mr. Ramakrishna previously served on the public company boards of Enterprise 4.0 Technology Acquisition Corp. and SailPoint Technologies. He is also an advisory partner at Benhamou Global Ventures. His extensive operating and governance experience provides the Board with valuable insights into cybersecurity, digital transformation, and strategic risk oversight as well as with public company finance, human capital management, mergers and acquisitions, and regulatory compliance experience.			PROFESSIONAL EXPERIENCE: •President and CEO of SolarWinds Corporation, a software development company (since 2021) •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: 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 and leadership transitions, the Committee maintains a multi-year timeline for anticipated refreshment needs 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 to support effective oversight and long-term strategic alignment. This includes the thoughtful rotation of directors among committees, taking into account each director’s experience, skillsets, and background to ensure optimal committee composition. As part of its responsibilities, the Committee oversees succession planning for key Board leadership roles, including the Chairman and committee chairs, and recommends candidates for these positions. This proactive approach helps ensure leadership continuity, fosters diverse perspectives, and supports the Board’s ability to respond to evolving business needs and governance expectations.

2
			Identify The Governance and Sustainability Committee usually 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 •time availability. Promising candidates interview with the Governance and Sustainability Committee, our Chairman, 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 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 and security matters, 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, 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. More recently, we have hosted outside experts to present during Board meetings on topics related to the current macroeconomic and political environment, healthcare industry trends and opportunities, and cybersecurity matters.


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 artificial intelligence; •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 on the topics noted above which were sponsored by the National Association of Corporate Directors and Tapestry Networks, among other organizations.



31 total Board and committee meetings in 2025						Exceeded 96% 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 years’ 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 in oversight of 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. The outside facilitator interviews each director individually to obtain anonymous feedback, which 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.

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.

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			Development of Action Plan In response to input from the formal evaluation process, an action plan is developed. Our Chairman, 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 Chairman, 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 directors’ discussion and decision-making on Board succession planning and committee membership, including a focus on the future needs and alignment with the company’s strategy and significant risks. •Over the past year, the Board rotated committee assignments that included the appointment of two new committee chairs. Additionally, two new directors were appointed to the Board, bringing additional expertise in healthcare, regulatory and legal affairs, information technology (including cybersecurity), executive leadership, and corporate governance. These changes were made to help ensure that the Board’s composition continues to align with the company’s evolving needs, fresh perspectives are introduced, and succession planning is supported.


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 enhance their discussions about areas of emerging risks through focused discussions and in-depth reviews of key topics. In fiscal 2025, this included expanded attention to risks arising from the macroeconomic and political environment as well as technology-related matters such as cybersecurity and artificial intelligence. These discussions were informed by updates from management and outside experts, and included scenario-based analyses and third-party assessments.


Process			•Further enhanced the structure of strategic planning sessions to facilitate directors’ and management’s thorough review and discussion of the company’s strategy and address topics identified by directors as desired areas of increased focus. •Continued to adapt Board and committee meeting structure, process, practices, and agendas to enhance our directors’ ability to perform their oversight responsibilities by providing ample time during Board and committee meetings for discussion, in-depth reviews, questions, and executive sessions.


Information and resources			•Over the past year, the company’s outside facilitator conducted a comprehensive “deep dive” assessment of Board and committee meeting materials to identify opportunities for continued enhancement. Following this assessment, specific areas of improvement were identified and meeting materials were enhanced, enabling directors to focus on the most critical issues. These efforts reflect the Board’s ongoing commitment to ensuring that materials are clear, concise, and strategically focused, and that directors are well-positioned to provide informed oversight and guidance. •Provided educational opportunities and third-party perspectives on topics for which directors have indicated outside expertise is desired, including cybersecurity and political risks, aligning with political activities and the company’s strategy. Additional information on director continuing education opportunities is discussed earlier in this proxy statement.