8-KLeadership ChangesMaterial AgreementsRegulation FD+1

CARDINAL HEALTH INC 8-K Report, Material Agreement (Apr 15, 2005)

Filed April 15, 2005For Securities:CAH

Summary

Cardinal Health, Inc. (CAH) filed an 8-K on April 15, 2005, to announce a significant change in its executive leadership. Effective May 15, 2005, Jeffrey W. Henderson has been appointed as the company's new Chief Financial Officer (CFO), succeeding J. Michael Losh, who will transition out of his executive role but remain a director. Mr. Henderson brings substantial experience from Eli Lilly and Company, where he held several senior finance positions. This appointment signals a strategic move for Cardinal Health as it brings in new financial leadership. The filing details Mr. Henderson's comprehensive compensation package, including a substantial base salary, performance-based incentives, a sign-on bonus, and significant equity awards in the form of stock options and Restricted Share Units (RSUs). The terms also include provisions for severance and potential early vesting of equity under specific conditions, indicating a robust package designed to attract and retain key executive talent.

Key Highlights

  • 1Appointment of Jeffrey W. Henderson as the new Chief Financial Officer (CFO), effective May 15, 2005.
  • 2Mr. Henderson joins Cardinal Health from Eli Lilly and Company with extensive experience in finance and leadership roles.
  • 3The current interim CFO, J. Michael Losh, will continue until May 15, 2005, and remain on the Board of Directors.
  • 4Mr. Henderson's compensation package includes a base salary of $550,000, a guaranteed incentive target of 100% of base salary for fiscal year 2005.
  • 5Significant equity awards include stock options and Restricted Share Units (RSUs) with staggered vesting schedules.
  • 6The offer letter includes provisions for severance benefits and potential enhanced compensation upon voluntary resignation under specific conditions.
  • 7The company also issued a press release on April 14, 2005, related to this executive appointment, filed as an exhibit.

Frequently Asked Questions

Jeffrey W. Henderson has been appointed as the new CFO of Cardinal Health, effective May 15, 2005. He will join the company as Executive Vice President on April 18, 2005.

Mr. Henderson, age 40, has a strong background from Eli Lilly and Company, where he served in various leadership roles including President and General Manager of Eli Lilly Canada, Vice President and Corporate Controller, and Vice President and Corporate Treasurer.

Mr. Henderson will receive an annual base salary of $550,000, a cash sign-on bonus tied to company shares, eligibility for the Management Incentive Program with a 100% target, and significant equity awards including stock options and Restricted Share Units (RSUs).

J. Michael Losh will continue to serve as CFO until May 15, 2005. After that date, he will no longer be an executive officer but will continue to serve as a director of the company.