Cardinal Health Inc DEF 14A, filed Sep 16, 2024

Cardinal Health Inc (CAH)

DEF 14A 2024-09-16 For: 2024-11-06

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Added on June 12, 2026

About this DEF 14A

Cardinal Health Inc filed this DEF 14A on September 16, 2024.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			LETTER TO CARDINAL HEALTH SHAREHOLDERS			2

			NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			4

			PROXY SUMMARY			5
			About Us			5
			Fiscal 202 4 Performance			5
			Our Strategic Priorities			6
			Our 202 4 Board Nominees			7
			Director Nominee Highlights			8
			Governance and Board Highlights			9
			Shareholder Engagement			10
			Agreement with Elliott			10
			Our Approach to ESG			11
			Virtual Annual Meeting			12
			Roadmap to Voting Matters			12
			How to Vote in Advance of the Annual Meeting			12
			Forward-Looking Statements			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			26
			Our Board’s Primary Role , Responsibilities , and Processes			35
			Shareholder Engagement			40
			Standards of Business Conduct			41
			Related Person Transactions Policy and Process			41
			Director Compensation			42

			EXECUTIVE COMPENSATION			44
			PROPOSAL 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers			45
			Compensation Discussion and Analysis			46
			Human Resources and Compensation Committee Report			62
			Executive Compensation Tables			63
			Pay Ratio Disclosure			76
			Pay Versus Performance			77
			Equity Compensation Plan Information			81

			AUDIT COMMITTEE MATTERS			82
			PROPOSAL 3 — Ratification of Appointment of Ernst & Young LLP as Independent Auditor			82
			Audit Committee Report			82
			Fees Paid to Ernst & Young LLP			83
			Policy on Pre-Approval of Services Provided by Ernst & Young LLP			83

			SHAREHOLDER PROPOSALS			84
			PROPOSAL 4 — Shareholder Proposal to Prohibit the Re-n omination of Any Director Who Fails to Receive a Majority Vote			84

			SHARE OWNERSHIP INFORMATION			86

			OTHER MATTERS			87
			General Information About the Annual Meeting			87
			Communicating with the Board			89
			Shareholder Recommendations for Director Nominees			90
			Submitting Proxy Proposals and Director Nominations for the Next Annual Meeting of Shareholders			90
			Corporate Governance Documents			91
			Transfer Agent			91

			ANNEX A: USE OF NON-GAAP FINANCIAL MEASURES			A-1
			Exclusions from Non-GAAP Financial Measures			A-1
			Fiscal 202 4 GAAP to Non-GAAP Reconciliations			A-2
			Definitions			A-2



1	Build upon the growth and resiliency of Pharmaceutical and Specialty Solutions segment	2	Execute GMPD Improvement Plan initiatives



3	Accelerate growth in key areas	4	Relentless focus on shareholder value creation



Important notice regarding the availability of proxy materials for the Annual Meeting to be held on November 6, 2024: The Notice of Annual Meeting of Shareholders, the accompanying proxy statement, and our 2024 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, 2024.


				Director Since		Committees
Nominee		Age	Occupation		Independent	A(1)	G(1)	H	R(1)
	Robert W. Azelby	56	Former President and CEO, Eliem Therapeutics, Inc.	2024
	Michelle M. Brennan	59	Former Value Creation Leader, Johnson & Johnson	2022
	Sheri H. Edison	67	Former EVP and General Counsel, Amcor plc	2020
	David C. Evans	61	Former EVP and CFO, Scotts Miracle-Gro Company and Battelle Memorial Institute	2020
	Patricia A. Hemingway Hall	71	Former President and CEO, Health Care Service Corporation	2013
	Jason M. Hollar	51	CEO, Cardinal Health, Inc.	2022
	Akhil Johri	63	Operating Advisor to Clayton, Dubilier & Rice; Former EVP and CFO, United Technologies Corporation	2018
	Gregory B. Kenny	71	Former President and CEO, General Cable Corporation	2007
	Nancy Killefer	70	Former Senior Partner, Public Sector Practice, McKinsey & Company, Inc.	2015
	Christine A. Mundkur	55	Former CEO, Impopharma Inc.	2022




TIME AND DATE Wednesday, November 6, 2024 8:00 a.m. Eastern Time	PLACE Virtual Meeting www.virtualshareholdermeeting.com/CAH2024	RECORD DATE September 9, 2024


Proposal	Board Recommendation	Page Reference
PROPOSAL 1: to elect the 10 director nominees named in this proxy statement	FOR each director nominee	14
PROPOSAL 2: to approve, on a non-binding advisory basis, the compensation of our named executive officers	FOR	45
PROPOSAL 3: to ratify the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending June 30, 2025	FOR	82
PROPOSAL 4: shareholder proposal to prohibit the re-nomination of any director who fails to receive a majority vote, if properly presented at the Annual Meeting	AGAINST	84



			THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES LISTED ON PAGES 15 THROUGH 24.



Independent Director Age: 56 Director since: 2024 Board Committees: •Risk Oversight Skills and Experience:									ROBERT W. AZELBY Former President and CEO of Eliem Therapeutics, Inc.


									Director Qualifications: Mr. Azelby brings over 30 years of healthcare experience to the Board. Having served as CEO and in other executive roles at companies in the biopharmaceutical, oncology, and specialty pharmaceutical industries, he has significant experience in the areas of strategy, corporate governance, commercial and manufacturing operations, international markets, finance, human resources, and regulatory compliance. Mr. Azelby also brings to the Board valuable perspectives and insights from his service on the boards of directors of ADC Therapeutics and Autolus Therapeutics.


									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, a multinational biopharmaceutical company (2000 – 2015)



									Other Public Company Directorships (within the past 5 years): •ADC Therapeutics SA (since 2023) •Autolus Therapeutics plc (since January 2024) •Chinook Therapeutics Inc. (2023) •Eliem Therapeutics Inc. (2020 – 2023) •Clovis Oncology Inc. (2018 – 2022) •Immunomedics (2020) •Alder BioPharmaceuticals Inc. (2018 – 2019)



Independent Director Age: 59 Director since: 2022 Board Committees: •Audit •Human Resources and Compensation Skills and Experience:									MICHELLE M. BRENNAN Former Value Creation Leader of Johnson & Johnson


									Director Qualifications: With an extensive career in senior management positions at Johnson & Johnson (“J&J”), Ms. Brennan brings to the Board substantial experience in the areas of healthcare, regulatory compliance, manufacturing operations, product quality, strategy, finance, and international markets. She also brings to the Board valuable perspectives and insights from her service on the Masimo board, including service on its Compensation Committee, and her prior service on the Coupa Software board, including chairing its Nominating and Corporate Governance Committee and serving on its Audit Committee.


									Professional Experience: •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 (within the past 5 years): •Masimo Corporation (since 2023) •Coupa Software Incorporated (2020 – 2023)



Independent Director Age: 67 Director since: 2020 Board Committees: •Audit •Risk Oversight (Chair) Skills and Experience:									SHERI H. EDISON Former Executive Vice President and General Counsel of Amcor plc


									Director Qualifications: Having served in general counsel and other functional leadership roles at publicly traded manufacturing companies in industries such as medical devices and packaging, Ms. Edison brings to the Board substantial experience in the areas of healthcare, legal, regulatory compliance, corporate governance, strategy, and international markets. She also brings prior private legal practice experience as well as broad business experience, which further bolsters her understanding of a dynamic commercial, legal, compliance, and regulatory environment. Ms. Edison draws on her extensive legal, regulatory, and leadership experience in chairing the Risk Oversight Committee. She also brings to the Board valuable perspectives and insights from 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 Benefits Committee) and from her prior service on the board of directors of AK Steel.


									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 (within the past 5 years): •Union Pacific Corporation (since 2021) •AK Steel Holding Corporation (2014 – 2020)



Independent Director Age: 61 Director since: 2020 Board Committees: •Audit •Risk Oversight Skills and Experience:									DAVID C. EVANS Former Executive Vice President and CFO of The Scotts Miracle-Gro Company


									Director Qualifications: Mr. Evans has a deep financial background as the former CFO at The Scotts Miracle-Gro Company and Battelle Memorial Institute. Having spent 25 years in financial leadership positions with these organizations, Mr. Evans brings to the Board substantial experience in the areas of finance and accounting, investor relations, capital markets, strategy, tax, and information technology. He also provides valuable insights in the areas of financial reporting and internal controls. Through his experience with Scotts Miracle-Gro, he provides a deep understanding of the financial aspects of, and capital deployment for, a publicly traded company. His service in an interim executive role at Cardinal Health brings company and industry knowledge to the Board. Mr. Evans also brings valuable perspectives and insights from his service on the board of directors of Scotts Miracle-Gro, where he chairs the Audit Committee.


									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 (2011 – 2013) •Executive Vice President and CFO of Scotts Miracle-Gro (2006 – 2013)


									Other Public Company Directorships (within the past 5 years): •The Scotts Miracle-Gro Company (since 2018)



Independent Director Age: 71 Director since: 2013 Board Committees: •Governance and Sustainability (Chair) •Human Resources and Compensation Skills and Experience:									PATRICIA A. HEMINGWAY HALL Former President and CEO of Health Care Service Corporation


									Director Qualifications: As retired President and CEO of Health Care Service Corporation (“HCSC”), the nation’s largest mutual health insurer in the United States operating Blue Cross and Blue Shield Plans, Ms. Hemingway Hall brings to the Board valuable experience regarding healthcare payment models and the industry’s regulatory environment. Beginning her career as a registered nurse, she later became a leader within the health insurance industry, gaining relevant experience in the areas of healthcare reform, regulatory compliance, government relations, finance, information technology, and human resources. Ms. Hemingway Hall chairs the Board’s Governance and Sustainability Committee and is a member of its Human Resources and Compensation Committee. She also brings valuable perspectives and insights from her service on the board of directors of ManpowerGroup (including service on its Governance and Sustainability and Audit Committees) and her former service on the boards of directors of Celgene 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 (within the past 5 years): •ManpowerGroup, Inc. (since 2011) •Celgene Corporation (2018 – 2019) •Halliburton Company (2019 – 2022)



Age: 51 Director since: 2022 Skills and Experience:									JASON M. HOLLAR CEO of Cardinal Health, Inc.


									Director Qualifications: Having served as CEO of Cardinal Health since September 2022 and as its CFO from May 2020 to August 2022, Mr. Hollar draws on his knowledge of our daily operations and strategy and of our industry, customers, suppliers, employees, and shareholders to provide the Board with a unique and important perspective on our business. He brings to the Board extensive management, operational, and financial expertise, having led financial activities at Cardinal Health and other large public companies spanning financial strategy, capital deployment, treasury, tax, investor relations, risk management, accounting, and financial reporting. Mr. Hollar also brings to the Board substantial experience in capital markets, mergers and acquisitions, information technology, and international markets as well as experience working in manufacturing sites and leading lean, procurement, and inventory management teams. During his tenure at Cardinal Health, he has helped prioritize investments in growth businesses, strengthen the balance sheet, and efficiently return capital to shareholders. Mr. Hollar also brings relevant experience and perspectives to the Board from his service on the board of directors of DaVita Inc., where he chairs the Audit Committee.


									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 (within the past 5 years): •DaVita Inc. (since 2022)



Independent Director Age: 63 Director since: 2018 Board Committees: •Audit (Chair) Skills and Experience:									AKHIL JOHRI Operating Advisor to Clayton, Dubilier & Rice; Executive Vice President and former CFO of United Technologies Corporation


									Director Qualifications: Having spent more than 25 years in financial leadership positions with United Technologies Corporation (“UTC”) and Pall Corporation, Mr. Johri brings to the Board substantial experience in the areas of global finance and accounting, investor relations, capital markets, mergers and acquisitions, tax, information technology, and international markets. He also provides valuable insights in the areas of financial reporting and internal controls. Through his experience in senior leadership roles with UTC’s businesses, he provides a deep understanding of the financial aspects of, and capital deployment for, a publicly traded multinational company. Mr. Johri also brings to the Board valuable perspectives and insights from his service on Boeing’s board of directors, including chairing its Finance Committee and serving on its Audit Committee.


									Professional Experience: •Operating Advisor to Clayton, Dubilier & Rice, 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 (within the past 5 years): •The Boeing Company (since 2020)



Independent Chairman of the Board Age: 71 Director since: 2007 Board Committees: •Governance and Sustainability Skills and Experience:									GREGORY B. KENNY Former President and CEO of General Cable Corporation


									Director Qualifications: Mr. Kenny has been our Chairman of the Board since November 2018 and was independent Lead Director from 2014 to 2018. Having spent 14 years as President and CEO of General Cable Corporation, he brings to the Board significant experience in the areas of corporate governance, manufacturing operations, international markets, finance, and human resources. He also draws upon his board governance and leadership experience previously chairing our Governance and Sustainability and Compensation Committees and chairing Ingredion’s board of directors and its Corporate Governance and Nominating Committee. Both in his current role as Chairman of the Board and his prior role as independent Lead Director, Mr. Kenny has promoted strong independent Board leadership and a robust, deliberative decision-making process among independent directors. Mr. Kenny also brings to the Board valuable perspectives and insights from his former service on the board of directors of AK Steel.


									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 (within the past 5 years): •Ingredion Incorporated (since 2005) •AK Steel Holding Corporation (2016 – 2020)



Independent Director Age: 70 Director since: 2015 Board Committees: •Governance and Sustainability •Human Resources and Compensation (Chair) Skills and Experience:									NANCY KILLEFER Former Senior Partner, Public Sector Practice of McKinsey & Company, Inc.


									Director Qualifications: Having served in key leadership positions in both the public and private sectors and provided strategic counsel to healthcare and consumer-based companies during her 30 years with McKinsey, Ms. Killefer brings to the Board substantial experience in the areas of strategic planning, including healthcare strategy, and marketing and brand-building. Her extensive experience as managing partner of McKinsey’s Public Sector Practice and as a chief financial officer of a government agency provides valuable insights in the areas of government relations, public policy, and finance. Ms. Killefer also brings to the Board valuable perspectives and insights from her service on the boards of directors of Certara (including chairing its Compensation Committee), and Meta Platforms (including chairing its Privacy Committee and serving on its Audit and Risk Oversight Committees), and her prior service on the boards of directors of Avon Products, Natura, and Taubman Centers.


									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 a number of 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 (within the past 5 years): •Certara, Inc. (since 2021) •Meta Platforms, Inc. (since 2020) •Avon Products, Inc. (2013 – 2020) •Natura & Co Holding S.A. (2020 – 2023) •Taubman Centers, Inc. (2019 – 2020)



Independent Director Age: 55 Director since: 2022 Board Committees: •Human Resources and Compensation •Risk Oversight Skills and Experience:									CHRISTINE A. MUNDKUR Former CEO of Impopharma Inc.


									Director Qualifications: Having served in a variety of executive, legal, quality and regulatory compliance, and consulting roles over more than 20 years in the pharmaceutical industry, Ms. Mundkur brings to the Board substantial experience in the areas of healthcare, legal, quality and regulatory compliance, manufacturing operations, strategy, finance, and international markets. She also brings to the Board valuable perspectives and insights from her service on the board of directors of MannKind Corporation, a global biopharmaceutical company focused on treatments for diabetes, and prior service on the board of directors of Lupin Limited, a global biopharmaceutical company listed on the National Stock Exchange of India Ltd.


									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 (within the past 5 years): •MannKind Corporation (since 2018) •Lupin Limited (NSE: LUPIN) (2019 – 2022)


Experience(1)

Board leadership as a board chair, lead director, or committee chair equips directors to lead our Board and its committees											9
Financial expertise as a finance executive or CEO brings valuable experience to the Board and our management team											9
Healthcare expertise as a leader of a healthcare company or a consulting firm with a healthcare practice provides industry experience											8
Operations experience increases the Board’s understanding of our distribution and manufacturing operations											6
Regulatory/legal/public policy experience helps the Board assess and respond to an evolving business and healthcare regulatory environment											6
International experience brings critical insights into the opportunities and risks of our international businesses											7
Information technology/cybersecurity experience contributes to the Board’s understanding of the information technology aspects of our business as well as cybersecurity policy											4
Background
Tenure (years)	<1	2	4	4	11	2	6	17	9	2
Age	56	59	67	61	71	51	63	71	70	55
Gender	M	F	F	M	F	M	M	M	F	F
Race/Ethnicity
African American/Black
Asian
White


1
			Assess The Governance and Sustainability Committee regularly assesses the Board’s composition, including the mix of individual directors on our Board, to: •evaluate the overall Board composition; and •develop criteria for potential candidates that are complimentary and additive to the existing Board composition. In developing these criteria, the Committee considers, among other things: •our strategic priorities; •our directors’ skills, experiences, tenure, and age; and •desired attributes and qualifications our Board identifies through its annual self-evaluation process.

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. The Committee includes, and instructs any search firm to include, women and racially and ethnically diverse candidates in the pool from which candidates are selected.


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 risk; •independence and potential conflicts of interest; and •time availability. Promising candidates interview with the Governance and Sustainability Committee, 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. The composition of our Board reflects the Board’s commitment to identify, evaluate, and nominate candidates who possess personal qualities, qualifications, skills, and diversity of backgrounds, and provide a mix of tenures that, when taken together, best serve our company and our shareholders.



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 business units; •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 events relevant to the company, including areas of emerging risk. Ongoing director education may include: •management presentations on the company’s businesses, services, products, and industry trends; •presentations by outside experts on various topics such as healthcare industry trends, regulatory updates, cybersecurity, and artificial intelligence; and •tours of the company’s facilities. In the past year, we have hosted outside experts to present during Board meetings on topics related to the current macroeconomic environment, healthcare industry trends, the cybersecurity threat environment, trends, and regulatory developments, and artificial intelligence.


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; •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 sponsored by the National Association of Corporate Directors and Tapestry Networks, among others.



41 total Board and committee meetings in 2024						Exceeded 99% overall attendance at Board and committee meetings



Formal Board Evaluation The formal, annual Board evaluation process is developed and administered under the direction of the Governance and Sustainability Committee. The key elements of the process are as follows:


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; •the Board’s performance in oversight of business performance, strategy, succession planning, risk management, and other key areas; and •agenda topics for future meetings.

2
			Conducting the Evaluation The evaluation is conducted by an outside facilitator with corporate governance experience 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 helps the Board identify follow-up action items. The feedback is then aggregated and summarized by the outside facilitator. In 2024, the Board’s evaluation process included individual director performance reviews, which involved the outside facilitator confidentially soliciting feedback from other directors and members of senior management during the interview process. Following interviews, the outside facilitator discussed 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 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 identified.


4			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, throughout the year, directors have regular opportunities to provide input directly to the Chairman, committee chairs, and management on meeting process enhancements, resources, and agenda topics for Board and committee meetings and strategic planning sessions. For example, the Board and each committee meet regularly in executive sessions without management present. Following each executive session, feedback is shared with management and next steps are discussed and determined. This year-round, regular engagement allows for continuous, real-time feedback.



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.


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			•Enhanced discussions about areas of emerging risk at Board and committee meetings, including in-depth reviews of key topics such as risks arising from the macroeconomic environment and technology and cybersecurity risks, including artificial intelligence. •Clarified certain risk oversight responsibilities to better coordinate and enhance Audit Committee and Risk Oversight Committee oversight.


Process			•Enhanced meeting presentations to complement and add insight beyond written meeting materials. •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. •Adapted 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			•Restructured and enhanced meeting materials to better highlight important information (while maintaining completeness) and to better facilitate dialogue between management and directors. •Provided educational opportunities and third-party perspectives on topics where directors have indicated outside expertise is desired, including cybersecurity. Additional information on director continuing education opportunities is discussed earlier in this proxy statement. •Refined the use of pre-read materials by creating a resource separate from presentation materials focusing on background information relevant to those topics that will be discussed during meetings.



Board of Directors


Enterprise risks (including strategic risks)



Management


Identification, assessment, and management of risks through enterprise risk management program


Responsible party			Oversight areas for ESG matters
Board			•ESG strategy and risks (through oversight of strategic risks)
Human Resources and Compensation Committee			•Attracting, developing, retaining, and motivating management and other employees •Workplace safety and culture •Workplace DE&I initiatives •Employee relations
Governance and Sustainability Committee			•Board succession and refreshment •ESG activities, policies, strategy, and reporting and disclosure practices (except to the extent such matters are overseen by another Board committee) •Environmental, social, and political issues and risks •Policies and practices regarding political and lobbying expenditures
Risk Oversight Committee			•Ethics and compliance •Product quality and safety •Compliance with healthcare fraud and abuse, antitrust, and anti-bribery and anti-corruption laws •Data privacy and security


2024			We received approval by the SBTi for our near-term Scope 1 and 2 GHG emissions reduction targets as well as for a new Scope 3 target addressing our suppliers.
			We enhanced our director commitments policy to generally provide that Audit Committee members may not serve on more than two other public company audit committees and require that directors provide notice in advance of accepting any appointment to an audit committee or a board leadership position at another public company.
2023			We baselined our Scope 3 GHG emissions and submitted a science-based target to SBTi for validation that combines our existing public Scope 1 and Scope 2 GHG emission reduction goal with a new Scope 3 target.
2022			We amended our governance documents to provide for an annual review of director capacity and commitments.
			We returned to setting three-year PSU goals with the fiscal 2023 annual grant.
			We formalized the Board’s oversight of ESG activities, policies, strategy, and reporting and disclosure practices in a renamed Governance and Sustainability Committee.
			We enhanced our lobbying disclosure in our Political Activities and Contributions Report.


Compensation Element	Amount before November 15, 2023 ($)	Amount on and after November 15, 2023 ($)
Annual retainer(1)	115,000	120,000
RSUs(2)	185,000	200,000
Committee chair additional annual retainers(1)
Audit Committee	25,000	25,000
Compensation Committee	20,000	20,000
Governance and Sustainability Committee	20,000	20,000
Risk Oversight Committee	20,000	20,000
Non-executive Chairman of the Board compensation
Additional annual retainer(1)	125,000	125,000
Additional RSUs	125,000	125,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)		All Other Compensation ($)(2)	Total ($)
Robert W. Azelby(3)	40,192	142,466	(4)	—	182,658
Steven K. Barg	118,051	200,037		—	318,088
Michelle M. Brennan	118,051	200,037		—	318,088
Sujatha Chandrasekaran	118,051	200,037		2,000	320,088
Carrie S. Cox(5)	50,764	0		2,000	52,764
Bruce L. Downey(5)	43,257	0		—	43,257
Sheri H. Edison	138,051	200,037		—	338,088
David C. Evans	118,051	200,037		2,000	322,088
Patricia A. Hemingway Hall	138,051	200,037		—	338,088
Akhil Johri	143,051	200,037		2,000	345,088
Gregory B. Kenny	243,051	325,047		2,000	570,098
Nancy Killefer	130,572	200,037		—	330,609
Christine A. Mundkur	118,051	200,037		—	318,088



			PROPOSAL 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers			45

			Compensation Discussion and Analysis			46
			Executive Summary			46
			Shareholder Engagement and Consideration of 202 3 Say-on-Pay Vote			48
			Executive Compensation Governance Features			48
			Executive Compensation Philosophy			49
			Primary Elements of Compensation for Executive Officers			49
			Fiscal 2024 Target Total Direct Compensation			50
			Fiscal 202 4 Base Salary			50
			Fiscal 202 4 Annual Incentive Compensation			51
			Fiscal 2024 Long-Term Incentive Targets and Grants			53
			Fiscal 2024-2026 Performance Share Unit Grants			53
			Fiscal 202 2 -202 4 Performance Share Unit Payouts			54
			Other Elements of Compensation			56
			Our Policies, Guidelines, and Practices Related to Executive Compensation			58

			Human Resources and Compensation Committee Report			62

			Executive Compensation Tables			63
			Summary Compensation Table			63
			Supplemental Summary Compensation Table			64
			All Other Compensation			65
			Grants of Plan-Based Awards for Fiscal 202 4			66
			Incentive Plans			67
			Performance Measure Calculations			68
			Outstanding Equity Awards at Fiscal Year-End for Fiscal 202 4			70
			Option Exercises and Stock Vested for Fiscal 202 4			71
			Deferred Compensation			71
			Nonqualified Deferred Compensation in Fiscal 202 4			72
			Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End			73

			Pay Ratio Disclosure			76

			Pay Versus Performance			77
			Most Important Performance Measures			78
			Description of Compensation Actually Paid Versus Company Performance			79

			Equity Compensation Plan Information			81