8-KLeadership ChangesRegulation FDExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Executive Changes (Nov 6, 2017)

Filed November 6, 2017For Securities:CAH

Summary

This 8-K filing by Cardinal Health Inc. (CAH) announces significant leadership transitions effective January 1, 2018. Michael C. Kaufmann will be promoted to Chief Executive Officer (CEO), succeeding George S. Barrett, who will transition to Executive Chairman until his retirement at the 2018 Annual Meeting of Shareholders. Jorge M. Gomez has been appointed as the new Chief Financial Officer (CFO). These changes are accompanied by adjustments to the compensation packages for both Mr. Kaufmann and Mr. Gomez, reflecting their new roles and responsibilities. Mr. Barrett's transition to Executive Chairman will see his salary and bonus opportunity remain unchanged, with specific terms outlined for his eventual retirement, including continued benefits and eligibility for incentive plans. The Board of Directors has also been expanded to accommodate the new CEO. These announcements signal a planned succession and a focus on continuity within the company's top leadership.

Key Highlights

  • 1Michael C. Kaufmann appointed Chief Executive Officer (CEO) effective January 1, 2018, succeeding George S. Barrett.
  • 2George S. Barrett to transition to Executive Chairman through the 2018 Annual Meeting of Shareholders, followed by retirement.
  • 3Jorge M. Gomez appointed Chief Financial Officer (CFO) effective January 1, 2018.
  • 4Michael C. Kaufmann's compensation package adjusted to include a base salary of $1,150,000, target bonus of 150%, target long-term incentive of $8,000,000, and $3,000,000 in RSUs.
  • 5Jorge M. Gomez's compensation package adjusted to include a base salary of $550,000, target bonus of 100%, target long-term incentive of $1,750,000, and $1,000,000 in RSUs.
  • 6George S. Barrett will remain Executive Chairman with unchanged base salary and annual bonus opportunity, with specific retirement terms outlined.
  • 7The Board of Directors size increased to 12 members, with Mr. Kaufmann elected to the Board effective January 1, 2018.

Frequently Asked Questions

Cardinal Health announced that Michael C. Kaufmann will become the new Chief Executive Officer (CEO) effective January 1, 2018. George S. Barrett will transition from CEO to Executive Chairman until his retirement at the 2018 Annual Meeting of Shareholders. Jorge M. Gomez has been appointed as the new Chief Financial Officer (CFO), also effective January 1, 2018.

Mr. Barrett will step down as CEO and assume the role of Executive Chairman of the Board. He will continue in this capacity until the 2018 Annual Meeting of Shareholders, after which he will retire. His base salary and annual bonus opportunity will remain unchanged during his tenure as Executive Chairman.

For the incoming CEO, Michael C. Kaufmann, his base salary is increased to $1,150,000, his target annual bonus is set at 150% of salary, his target long-term incentive is $8,000,000, and he will receive $3,000,000 in restricted share units (RSUs) vesting over three years. For the new CFO, Jorge M. Gomez, his base salary is increased to $550,000, his target annual bonus is 100% of salary, his target long-term incentive is $1,750,000, and he will receive $1,000,000 in RSUs vesting over three years.

According to the Letter Agreement, Mr. Barrett's retirement at the Scheduled End Date will not trigger severance rights or benefits, other than the right to a pro-rated bonus for fiscal year 2019 and continued medical and dental benefits for two years post-retirement. He will also be eligible for retirement treatment under the Company's incentive plans.