CARDINAL HEALTH INC, DEF 14A filed on 9/16/2025
Proxy Statement (definitive)
v3.25.2
Cover
 12 Months Ended
Jun. 30, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Cardinal Health, Inc.
Entity Central Index Key 0000721371
v3.25.2
Pay vs Performance Disclosure
 12 Months Ended
Jun. 30, 2025
USD ($)
$ / shares
Jun. 30, 2024
USD ($)
$ / shares
Jun. 30, 2023
USD ($)
$ / shares
Jun. 30, 2022
USD ($)
$ / shares
Jun. 30, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary Compensation
Table Total for PEO(1)
Compensation Actually
Paid to PEO(2)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)(1)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)(2)
Value of Initial Fixed $100
Investment Based On:
Net
Income
($ millions)
Company
Selected
Measure:
Non-GAAP Diluted
EPS
($)(4)
Year
Hollar
($)
Kaufmann
($)
Hollar
($)
Kaufmann
($)
Total
Shareholder
Return
($)(3)
Peer Group
Total
Shareholder
Return
($)(3)
202518,976,195 N/A72,784,925 N/A5,347,072 19,819,300 371 134 1,569 8.24 
202425,651,209 N/A28,304,507 N/A5,981,832 7,969,614 213 145 853 7.53 
202318,786,467 3,528,968 40,796,971 12,948,517 4,154,565 9,212,666 202 132 331 5.85 
2022N/A13,463,557 N/A3,175,014 4,110,560 2,918,363 109 127 (937)5.07 
2021N/A12,482,378 N/A9,686,761 3,715,505 4,121,383 115 125 612 5.57 
        
Company Selected Measure Name non-GAAP diluted EPS        
Named Executive Officers, Footnote The PEO for fiscal 2025 and 2024 was Mr. Hollar. The PEOs for fiscal 2023 were Mr. Hollar and Michael C. Kaufmann. The PEO for fiscal 2022 and 2021 was Mr. Kaufmann. The Non-PEO NEOs for fiscal 2025 and 2024 were Mses. Mayer and Weitzman and Messrs. Alt and Mason. The Non-PEO NEOs for fiscal 2023 were Mses. Patricia M. English, Mayer, and Weitzman and Messrs. Alt, Victor L. Crawford, and Mason. The Non-PEO NEOs for fiscal 2022 and 2021 were Ms. Mayer and Messrs. Crawford, Hollar, and Mason. Amounts set forth in the table for the PEO do not include Mr. Hollar’s compensation for years in which he did not serve as PEO. Where applicable, such amounts are included in the Non-PEO NEO amounts.        
Peer Group Issuers, Footnote Pursuant to the SEC rules, TSR measures the cumulative value of an initial investment of $100 on June 30, 2020, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which TSR is calculated, or June 30, 2021, June 30, 2022, June 30, 2023, June 30, 2024, and June 30, 2025, respectively. As permitted by the SEC rules, the peer group referenced for purpose of the TSR comparison is the S&P 500 Health Care Index, which is the industry peer group used by the company for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described in the CD&A beginning on page 42.        
Adjustment To PEO Compensation, Footnote The following tables show the adjustments, each of which is prescribed by the SEC rules, made to calculate the CAP amounts from the Summary Compensation Table (“SCT”) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K. Pursuant to the applicable rules, the amounts reported in the “Stock Awards” column from the SCT are subtracted from the SCT amounts and the values reflected in the table below are added or subtracted as applicable:
PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation
20252024202320222021
PEO
Hollar
($)
Hollar
($)
Hollar
($)
Kaufmann
($)
Kaufmann
($)
Kaufmann
($)
SCT total compensation 18,976,195 25,651,209 18,786,467 3,528,968 13,463,557 12,482,378 
Adjustments for stock awards
Stock award values reported in SCT for the covered fiscal year (13,431,441)(20,640,912)(14,828,888)0 (11,051,066)(10,197,832)
Fair value of stock awards granted in
the covered fiscal year — value at fiscal-year-end 		25,060,892 20,398,094 29,849,423 0 10,213,707 10,748,666 
Change in fair value from end of prior fiscal year to vesting date for stock awards granted in prior fiscal years that vested during the covered fiscal year 1,748,061 (329,335)460,516 2,703,218 (4,290,114)(4,389,981)
Change in fair value from end of prior fiscal year to end of the covered fiscal year for stock awards granted in prior fiscal years that were unvested at the end of the covered fiscal year39,015,871 2,379,497 5,649,120 5,791,292 (6,590,127)(482,158)
Change in dividends accrued 1,415,347 845,955 880,332 925,040 1,429,057 1,525,687 
Compensation actually paid (as calculated) 72,784,925 28,304,507 40,796,971 12,948,517 3,175,014 9,686,761 
        
Non-PEO NEO Average Total Compensation Amount $ 5,347,072 $ 5,981,832 $ 4,154,565 $ 4,110,560 $ 3,715,505
Non-PEO NEO Average Compensation Actually Paid Amount $ 19,819,300 7,969,614 9,212,666 2,918,363 4,121,383
Adjustment to Non-PEO NEO Compensation Footnote The following tables show the adjustments, each of which is prescribed by the SEC rules, made to calculate the CAP amounts from the Summary Compensation Table (“SCT”) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K. Pursuant to the applicable rules, the amounts reported in the “Stock Awards” column from the SCT are subtracted from the SCT amounts and the values reflected in the table below are added or subtracted as applicable:
Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation    
2025
($)*
2024
($)*
2023
($)*
2022
($)*
2021
($)*
SCT total compensation 5,347,072 5,981,832 4,154,565 4,110,560 3,715,505 
Adjustments for stock awards
Stock award values reported in SCT for the covered fiscal year (3,577,473)(4,370,314)(2,764,459)(3,137,498)(2,447,474)
Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end 7,243,294 5,630,751 4,439,800 2,948,596 2,579,674 
Change in fair value from end of prior fiscal year to vesting date for stock awards granted in prior fiscal years that vested during the covered fiscal year 899,559 (105,237)464,885 (138,220)25,940 
Change in fair value from end of prior fiscal year to end of the covered fiscal year for stock awards granted in prior fiscal years that were unvested at the end of the covered fiscal year9,539,342 567,703 2,636,182 (1,185,583)(30,365)
Change in dividends accrued 367,506 264,879 281,692 320,508 278,103 
Compensation actually paid (as calculated)19,819,300 7,969,614 9,212,666 2,918,363 4,121,383 
*    Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year.
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Company and Total Shareholder Return
03 PRO013910_bar_PVP_capvstsr.jpg
04_432963-1_gfx_legend_compactpaidtoHollar.jpg
Compensation Actually Paid to Hollar
02_432963-1_bar-legend_lg.ai.jpg
Average Compensation Actually Paid to Non-PEO NEOs
02_432963-1_bar-legend_dg.ai.jpg
Compensation Actually Paid to Kaufmann
04_432963-1_gfx_legend_linecardinalhealthtsr.jpg
Cardinal Health TSR
04_432963-1_gfx_legend_lines&p500health.jpg
S&P500 Health Care Index TSR
        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income
03 PRO013910_bar_PVP_capvsnet.jpg
04_432963-1_gfx_legend_compactpaidtoHollar.jpg
Compensation Actually Paid to Hollar
02_432963-1_bar-legend_lg.ai.jpg
Average Compensation Actually Paid to Non-PEO NEOs
02_432963-1_bar-legend_dg.ai.jpg
Compensation Actually Paid to Kaufmann
04_432963-1_gfx_legend_linecardinalhealthtsr.jpg
GAAP Net Income/(Loss)
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. Non-GAAP EPS
03 PRO013910_bar_PVP_capvsnon-gaap.jpg
04_432963-1_gfx_legend_compactpaidtoHollar.jpg
Compensation Actually Paid to Hollar
02_432963-1_bar-legend_lg.ai.jpg
Average Compensation Actually Paid to Non-PEO NEOs
02_432963-1_bar-legend_dg.ai.jpg
Compensation Actually Paid to Kaufmann
04_432963-1_gfx_legend_linecardinalhealthtsr.jpg
Non-GAAP EPS
        
Total Shareholder Return Vs Peer Group
Compensation Actually Paid vs. Company and Total Shareholder Return
03 PRO013910_bar_PVP_capvstsr.jpg
04_432963-1_gfx_legend_compactpaidtoHollar.jpg
Compensation Actually Paid to Hollar
02_432963-1_bar-legend_lg.ai.jpg
Average Compensation Actually Paid to Non-PEO NEOs
02_432963-1_bar-legend_dg.ai.jpg
Compensation Actually Paid to Kaufmann
04_432963-1_gfx_legend_linecardinalhealthtsr.jpg
Cardinal Health TSR
04_432963-1_gfx_legend_lines&p500health.jpg
S&P500 Health Care Index TSR
        
Tabular List, Table
Non-GAAP diluted EPS
Non-GAAP operating earnings
Segment profit
Non-GAAP adjusted free cash flow
Annual dividend yield
        
Total Shareholder Return Amount $ 371 213 202 109 115
Peer Group Total Shareholder Return Amount 134 145 132 127 125
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 1,569,000,000 $ 853,000,000 $ 331,000,000 $ (937,000,000) $ 612,000,000
Company Selected Measure Amount | $ / shares 8.24 7.53 5.85 5.07 5.57
Additional 402(v) Disclosure The primary financial metric for our PSU program is adjusted non-GAAP diluted EPS, which is defined under “Performance Measure Calculations” beginning on page 63. See Annex A for a reconciliation to the comparable financial measure prepared in accordance with GAAP and the reasons why we use non-GAAP financial measures.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Non-GAAP diluted EPS        
Measure:: 2          
Pay vs Performance Disclosure          
Name Non-GAAP operating earnings        
Measure:: 3          
Pay vs Performance Disclosure          
Name Segment profit        
Measure:: 4          
Pay vs Performance Disclosure          
Name Non-GAAP adjusted free cash flow        
Measure:: 5          
Pay vs Performance Disclosure          
Name Annual dividend yield        
Hollar [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 18,976,195 $ 25,651,209 $ 18,786,467    
PEO Actually Paid Compensation Amount 72,784,925 28,304,507 40,796,971    
Kaufmann [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     3,528,968 $ 13,463,557 $ 12,482,378
PEO Actually Paid Compensation Amount     12,948,517 3,175,014 9,686,761
PEO | Hollar [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (13,431,441) (20,640,912) (14,828,888)    
PEO | Hollar [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 25,060,892 20,398,094 29,849,423    
PEO | Hollar [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 39,015,871 2,379,497 5,649,120    
PEO | Hollar [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,748,061 (329,335) 460,516    
PEO | Hollar [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,415,347 845,955 880,332    
PEO | Kaufmann [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 (11,051,066) (10,197,832)
PEO | Kaufmann [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 10,213,707 10,748,666
PEO | Kaufmann [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     5,791,292 (6,590,127) (482,158)
PEO | Kaufmann [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     2,703,218 (4,290,114) (4,389,981)
PEO | Kaufmann [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     925,040 1,429,057 1,525,687
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,577,473) (4,370,314) (2,764,459) (3,137,498) (2,447,474)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,243,294 5,630,751 4,439,800 2,948,596 2,579,674
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,539,342 567,703 2,636,182 (1,185,583) (30,365)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 899,559 (105,237) 464,885 (138,220) 25,940
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 367,506 $ 264,879 $ 281,692 $ 320,508 $ 278,103
v3.25.2
Award Timing Disclosure
 12 Months Ended
Jun. 30, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We have adopted an insider trading policy that governs the purchase, sale, and other disposition of our securities by our employees, directors, and officers. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations as well as with NYSE listing standards. Our insider trading policy prohibits our employees, directors, officers, and consultants from trading in our securities while in possession of material nonpublic information, among other things.
The insider trading policy also prohibits all employees (including officers) and directors from entering into short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, or derivative transactions relating to our securities. It also prohibits our executive officers and directors from holding our securities in margin accounts or pledging our securities as collateral for a loan.
In addition, with regard to the company’s trading in its own securities, it is the company’s policy to comply with applicable securities laws.
The foregoing summary of our insider trading policy does not purport to be complete and is qualified by reference to the Restrictions on buying and selling stock and securities (Insider trading) policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K.
Equity Grant Practices
The Compensation Committee reviews and approves annual equity awards to named executives and other eligible employees on or before the grant date in August of each year. We also may make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion, because of an acquisition, or for retention purposes. The Compensation Committee has delegated authority to our CEO and Chief Human Resources Officer to approve grants to employees who are not designated as Section 16 officers. These awards are generally granted on the 15th day of a month. The Compensation Committee must approve any equity awards to our Section 16 officers, including the named executives.
We do not backdate or retroactively grant PSUs or RSUs. We generally schedule Board and Compensation Committee meetings at least a year in advance and the grant date for annual equity awards to our employees is generally the same each year following the release of earnings for the prior fiscal year. We do not time the disclosure of earnings or other major announcements for purposes of affecting the value of executive compensation.
We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.
Award Timing Method
The Compensation Committee reviews and approves annual equity awards to named executives and other eligible employees on or before the grant date in August of each year. We also may make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion, because of an acquisition, or for retention purposes. The Compensation Committee has delegated authority to our CEO and Chief Human Resources Officer to approve grants to employees who are not designated as Section 16 officers. These awards are generally granted on the 15th day of a month. The Compensation Committee must approve any equity awards to our Section 16 officers, including the named executives.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Our insider trading policy prohibits our employees, directors, officers, and consultants from trading in our securities while in possession of material nonpublic information, among other things.
The insider trading policy also prohibits all employees (including officers) and directors from entering into short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, or derivative transactions relating to our securities. It also prohibits our executive officers and directors from holding our securities in margin accounts or pledging our securities as collateral for a loan.
In addition, with regard to the company’s trading in its own securities, it is the company’s policy to comply with applicable securities laws.
MNPI Disclosure Timed for Compensation Value false
v3.25.2
Insider Trading Policies and Procedures
 12 Months Ended
Jun. 30, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true