8-KLeadership ChangesExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Executive Changes (Jun 11, 2014)

Filed June 11, 2014For Securities:CAH

Summary

Cardinal Health, Inc. (CAH) announced on June 11, 2014, that its Chief Financial Officer, Jeffrey W. Henderson, intends to retire in August 2015. This filing details the transition plan and compensation arrangements for Mr. Henderson during his notice period. The company is initiating a search for a successor CFO. Mr. Henderson will remain with the company through his retirement date to ensure a smooth handover. His compensation package for the transition period includes a base salary of $800,000 starting August 2014, eligibility for a 100% target annual cash incentive award for fiscal year 2015, and a restricted share unit grant valued at $1,750,000 with a one-year vesting period, in lieu of standard long-term incentive grants for fiscal year 2015. The agreement also outlines provisions for termination without cause and includes non-competition and non-solicitation clauses.

Key Highlights

  • 1CFO Jeffrey W. Henderson announced his intention to retire in August 2015.
  • 2A search process for a successor CFO is underway.
  • 3Mr. Henderson will remain an employee until August 2015 to facilitate a smooth transition.
  • 4His annual salary will be $800,000 effective August 2014.
  • 5He is eligible for a fiscal year 2015 annual cash incentive award with a 100% target.
  • 6A restricted share unit grant of $1,750,000 with a one-year vesting period is provided as of August 15, 2014.
  • 7The retirement agreement includes non-competition and non-solicitation restrictions for two years post-retirement.

Frequently Asked Questions

This filing is significant as it announces the planned retirement of the Chief Financial Officer, Jeffrey W. Henderson, and outlines the transition plan and compensation details. Investors should monitor the search for a successor and understand the financial implications of Mr. Henderson's departure and exit package.

Mr. Henderson will receive an $800,000 salary from August 2014, is eligible for a 100% target annual cash incentive in FY2015, and will receive a $1.75 million restricted share unit grant vesting over one year. The agreement also covers salary continuation and incentive eligibility if terminated without cause before retirement, along with post-retirement non-compete and non-solicitation clauses.

Mr. Henderson intends to retire in August 2015. He will remain as CFO until a successor is identified, after which he will transition to another role within the company until his retirement date.

Mr. Henderson will receive a grant of restricted share units valued at $1,750,000, which is expected to be granted on August 15, 2014, and will vest over a one-year period.