Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 16, 2022, the Board of Directors of Cardinal Health, Inc. (the
"Company") elected Aaron E. Alt, 51, as Chief Financial Officer ("CFO") of the
Company, effective February 10, 2023. Mr. Alt will succeed Patricia M. English,
who will continue to serve as interim CFO until February 10, 2023.
Mr. Alt has served as Executive Vice President and Chief Financial Officer of
Sysco Corporation, a foodservice distribution company, since December 2020.
Prior to that, Mr. Alt served as Senior Vice President and Chief Financial
Officer of Sally Beauty Holdings, Inc., an international specialty retailer and
distributor of professional beauty supplies, and President of Sally Beauty
Supply from October 2018 to November 2020. Prior to that, Mr. Alt was Sally
Beauty Holdings' Senior Vice President, Chief Financial Officer, and Chief
Administrative Officer from May 2018 to October 2018. Prior to joining Sally
Beauty Holdings, Mr. Alt held various senior operational and financial roles at
Target Corporation, a general merchandise retailer, including Senior Vice
President, Operations from March 2017 to May 2018. Prior to joining Target, Mr.
Alt held several senior level positions with Sara Lee Corporation and was a
partner at the law firm of Kirkland & Ellis in London.
Pursuant to the terms of Mr. Alt's offer letter with the Company, he will
receive an annual base salary at the rate of $825,000, a target annual bonus at
110% of his salary, and target long-term incentive awards of $3,500,000. To
address compensation forfeited at his former employer, Mr. Alt will receive (i)
a cash sign-on bonus of $1,000,000, (ii) an initial grant of performance share
units with a grant value of $2,500,000 that are eligible to vest based on
performance over a three-year performance period, and (iii) an initial grant of
time-vesting restricted shares units with a grant value of $1,000,000 that vest
ratably over three years. He will also receive a $250,000 lump sum payment for
relocation in lieu of eligibility for the Company's executive relocation
program. A copy of the offer letter is attached hereto as Exhibit 10.1 and is
incorporated herein by reference, and the description above is qualified in its
entirety by reference thereto. For more information regarding the Company's
annual bonus and long-term incentive award programs, see the Company's
Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders filed
with the Securities and Exchange Commission on September 28, 2022.
The Company also entered into its standard form of executive Confidentiality and
Business Protection Agreement with Mr. Alt, which is attached hereto as Exhibit
10.2 and is incorporated herein by reference.
Item 7.01. Regulation FD
The Company issued a news release on December 19, 2022 announcing the
appointment of Mr. Alt as CFO, which is being furnished as Exhibit 99.1 to this
Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Offer Letter
10.2 Confidentiality and Business Protection Agreement
99.1 News release furnished with this Form 8-K
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