8-KLeadership ChangesRegulation FDExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Executive Changes (Dec 7, 2018)

Filed December 7, 2018For Securities:CAH

Summary

Cardinal Health, Inc. (CAH) announced a significant governance change with the election of J. Michael Losh to its Board of Directors, effective December 5, 2018. Mr. Losh, a seasoned executive with extensive experience as the retired Chief Financial Officer of General Motors Corporation and a former member of Cardinal Health's board, has also been appointed as the chair of the Audit Committee. This appointment is particularly noteworthy given his prior interim CFO role at the company and his current directorships at other major public companies. This strategic addition to the Board, especially to lead the Audit Committee, signals a continued focus on financial oversight and governance for Cardinal Health. Mr. Losh's independence has been affirmed by the Board and he meets the criteria of an "audit committee financial expert" as defined by the SEC. His compensation will align with the company's non-management director arrangements, including a prorated grant of restricted stock units (RSUs) reflecting his service period, demonstrating a commitment to aligning director interests with shareholder value.

Key Highlights

  • 1J. Michael Losh elected to the Board of Directors, effective immediately.
  • 2Mr. Losh appointed as the Chair of the Audit Committee.
  • 3Mr. Losh brings extensive financial expertise, having served as CFO of General Motors.
  • 4This marks Mr. Losh's return to Cardinal Health's Board, where he previously served from 1996-2009.
  • 5He also previously served as Cardinal Health's interim Chief Financial Officer (July 2004 - May 2005).
  • 6Mr. Losh has been deemed independent by the Board and meets the SEC's 'audit committee financial expert' criteria.
  • 7He will receive a prorated grant of $161,465 in restricted stock units (RSUs) as compensation.

Frequently Asked Questions

J. Michael Losh is a retired executive, most notably serving as the Chief Financial Officer of General Motors Corporation. He has a prior history with Cardinal Health, having been on its Board of Directors from 1996 to 2009 and serving as interim CFO from July 2004 to May 2005. He also sits on the boards of other major public companies.

Appointing an experienced executive like Mr. Losh, who is recognized as an 'audit committee financial expert,' to lead the Audit Committee is a strong signal of the company's commitment to robust financial oversight and governance. His expertise is crucial for the committee's responsibilities, which include overseeing financial reporting, internal controls, and audit processes.

Mr. Losh will be compensated according to Cardinal Health's standard arrangements for non-management directors. This includes a prorated initial grant of restricted stock units (RSUs) valued at $161,465, reflecting his period of service on the board.

Yes, the Board of Directors has determined that Mr. Losh is independent, meeting the standards set by the New York Stock Exchange and the Company's Corporate Governance Guidelines.