CARDINAL HEALTH INC appointed Jason M. Hollar as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 


Chief Executive Officer Transition


On August 10, 2022, the Board of Directors (the "Board") of Cardinal Health, Inc. (the "Company") elected Jason M. Hollar, 49, as Chief Executive Officer ("CEO") of the Company, effective September 1, 2022. Mr. Hollar will succeed current CEO Michael C. Kaufmann, who will depart from the Company on September 1, 2022. The Board also elected Mr. Hollar as a director effective August 11, 2022. Mr. Kaufmann will resign as a member of the Board on September 1, 2022.


Mr. Hollar has served as Chief Financial Officer ("CFO") of the Company since May 2020. He previously served as Executive Vice President and CFO of Tenneco Inc. from July 2018 to April 2020. He was Senior Vice President Finance at Tenneco Inc. from June 2017 to June 2018 and CFO of Sears Holding Corporation from October 2016 to April 2017.


In connection with Mr. Hollar assuming the CEO role, the Board's Human Resources and Compensation Committee (the "Compensation Committee") took the following compensation actions with respect to Mr. Hollar: (i) set his base salary at $1,350,000; (ii) set his target annual bonus at 150% of his salary; (iii) set his target long-term incentive at $11,000,000, which will apply to his annual grant to be made on August 15, 2022; (5) approved an alignment grant of $3,000,000, split equally between performance share units ("PSUs") and restricted share units; and (5) authorized $350,000 in personal use of corporate aircraft.


The Board has determined that Mr. Kaufmann's departure from the Company will entitle him to severance benefits under the Cardinal Health, Inc. Senior Executive Severance Plan following his departure date. Receipt of severance benefits is subject to the terms of that plan, including the required execution of a general release and compliance with certain restrictive covenants.


Interim Chief Financial Officer


On August 10, 2022, the Board also elected Patricia M. English, 43, as Interim CFO of the Company, effective September 1, 2022. Ms. English has served as Senior Vice President and Chief Accounting Officer of the Company since September 2020. She previously served as Vice President, Pharmaceutical Segment Accounting from January 2019 to August 2020. She served as Vice President, Medical Segment Accounting from March 2015 to December 2018 and as Director, Pharmaceutical Distribution Accounting from June 2011 to March 2015.


In connection with Ms. English assuming the Interim CFO role, the Compensation Committee took the following compensation actions with respect to Ms. English: (i) set her base salary at $300,000; (ii) approved an additional $250,000 in cash compensation with respect to fiscal 2022 performance; (iii) approved a $250,000 cash retention award payable if she remains employed by the Company through August 31, 2023; and (iv) approved an additional $500,000 in value of PSUs to be granted in her annual grant to be made on August 15, 2022.


For more information regarding the Company's incentive and severance plans, see the Company's Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission on September 23, 2021.


Chief Accounting Officer


On August 10, 2022, the Board also elected Mary C. Scherer, 54, as Senior Vice President and Chief Accounting Officer, effective September 1, 2022. Ms. Scherer has served as Senior Vice President, Internal Audit of the Company since September 2017. Prior to that, she served as Vice President, Internal Audit from February 2014 to September 2017.