Akhil Johri
CARDINAL HEALTHAbout Akhil Johri
Independent director of Cardinal Health (CAH) since 2018; age 64. Former EVP & CFO of United Technologies Corporation (UTC) and CFO/Chief Accounting Officer of Pall Corporation; currently Operating Advisor to Clayton, Dubilier & Rice (CD&R). Serves on CAH’s Audit Committee and Risk Oversight Committee; designated by the Board as an “audit committee financial expert.” Determined independent under NYSE standards; Board-wide attendance in FY2025 exceeded 96% across 31 Board and committee meetings, with all directors meeting at least 75% attendance and attending last year’s annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies Corporation (UTC) | EVP & CFO | 2015–2019 | Led global finance, capital markets, M&A, tax, reporting, internal controls; senior leadership across multinational operations supports CAH’s financial oversight needs. |
| Pall Corporation | CFO & Chief Accounting Officer | 2013–2014 | Enhanced financial reporting and controls in a complex manufacturing context. |
| UTC Propulsion & Aerospace Systems (incl. Pratt & Whitney and UTC Aerospace Systems) | VP Finance & CFO | 2011–2013 | Deep experience aligning finance with large-scale operations and capital deployment. |
| UTC (earlier career) | Investor Relations and senior finance roles in global business units | Various | Strengthens investor communication and strategic finance capabilities at CAH. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Director; Chair, Finance Committee; Member, Audit Committee | Since 2020 | Provides significant governance leadership and complex capital oversight experience; augments CAH’s audit/finance rigor. |
| Clayton, Dubilier & Rice (CD&R) | Operating Advisor | Since 2021 | Private equity operating advisory role offers strategic, operational, and value-creation insights; monitor for potential related-party exposures (none disclosed at CAH). |
Board Governance
- Committee assignments: Audit Committee (member; served as Chair through August 5, 2025) and Risk Oversight Committee (member). The Audit Committee Chair was subsequently rotated to David C. Evans as of September 15, 2025; membership includes Evans (Chair), Azelby, Johri, Mundkur, and Ramakrishna.
- Independence: Affirmed independent under NYSE standards; all standing committees (Audit, Governance & Sustainability, Human Resources & Compensation, Risk Oversight) comprise independent directors.
- Financial expertise: Board designated Johri as an “audit committee financial expert” under SEC rules, reinforcing credibility in financial reporting and controls oversight.
- Engagement and attendance: FY2025 featured seven Board meetings and 31 Board/committee meetings; overall attendance exceeded 96%, with every director ≥75%; all then-current directors attended last year’s annual meeting.
- Executive sessions and oversight: Independent directors meet regularly without management; Board integrates oversight of strategy, capital deployment, ERM, and cybersecurity (Audit Committee receives quarterly CIO/CISO updates).
Fixed Compensation
| Element | Amount (FY2025) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 145,000 | Reflects base retainer plus committee/chair retainers in effect during FY2025. |
| Stock Awards ($) | 199,953 | RSUs under 2021 LTIP; annual RSU grant value targeted at $200,000 pre-11/15/2025; RSUs vest in one year; dividend equivalents accrue and pay upon vesting. |
| All Other Compensation ($) | 2,000 | Company matching gift program; perquisites < $10,000. |
| Total ($) | 346,953 |
Director compensation structure and recent changes:
- Pre-11/15/2025: Annual cash retainer $120,000; RSUs $200,000; committee chair retainers: Audit $25,000; Compensation/Governance/Risk $20,000.
- On/after 11/15/2025: Annual cash retainer $125,000; RSUs $210,000; chair retainers increased (Audit $30,000; Compensation/Governance/Risk $25,000).
- Change-of-control: Director RSUs fully vest upon change of control unless continuing service with qualifying replacement award; directors may defer cash retainers and RSU settlement via DCP.
Performance Compensation
- Directors do not receive performance-based equity or cash tied to operational metrics; RSUs are time-based. No director performance metric disclosures apply.
Other Directorships & Interlocks
| Company | Role | Overlap with CAH Stakeholders | Potential Conflict Noted |
|---|---|---|---|
| The Boeing Company | Director; Chair Finance; Audit member | Aerospace company; no CAH-reported related transactions | None disclosed; independence affirmed. |
| CD&R (private equity) | Operating Advisor | PE portfolio could have healthcare exposure; monitor | No related person transactions disclosed at CAH since 7/1/2024. |
- Related-person transactions: None involving Johri; FY2025 disclosure focused on Masimo (Michelle Brennan) purchases (~$76M) approved by Audit Committee; Johri not implicated.
Expertise & Qualifications
- Core credentials: 25+ years in global finance/accounting, investor relations, capital markets, M&A, tax, IT, and international operations from UTC and Pall.
- Governance depth: Chairing Boeing’s Finance Committee and prior chairmanship of CAH’s Audit Committee evidences robust oversight experience.
- Skills alignment: Board skills matrix highlights Financial Expertise among 11/12 nominees; Johri tagged for Board Leadership, Financial Expertise, International, and IT/Cyber/AI experience.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Additional RSUs/PSUs (not settling within 60 days) |
|---|---|---|---|
| Akhil Johri | 21,801 | <1% | 0 |
Ownership alignment and policies:
- Director stock ownership guideline: 5x cash retainer; counts common shares, unvested RSUs, and vested deferred RSUs/PSUs; must retain 100% of net after-tax shares until guideline met; compliance reviewed annually.
- Hedging/pledging: Prohibited for directors; no margin accounts or pledging of CAH securities.
Governance Assessment
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Strengths:
- Deep financial and audit expertise; designated “audit committee financial expert”; prior Audit Committee Chair and current Audit and Risk Oversight membership—supports high-quality oversight of reporting, controls, cyber, and operational compliance.
- Independent status; robust board processes (executive sessions, third-party evaluations) and committee rotations; reinforces board effectiveness and challenge function.
- External governance leadership at Boeing (Finance Chair, Audit member) enhances capital allocation and audit rigor at CAH.
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Potential watch-outs:
- External commitments: Significant Boeing committee leadership plus CD&R advisory role—Governance & Sustainability Committee annually reviews director capacity; 2025 affirmations state compliance with outside commitments. Continued monitoring advisable given CAH’s active M&A and integration pace.
- Committee chair transition: Audit Chair shifted from Johri (as of Aug 5, 2025 report) to Evans (as of Sep 15, 2025); ensure continuity and effective handoff of audit/cyber oversight amid technology and acquisition integration risks.
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Alignment signals:
- Director pay mix anchored in equity RSUs; one-year vesting; ownership guideline (5x retainer) and share retention requirements; hedging/pledging prohibitions—supports long-term alignment.
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Red flags: None disclosed for Johri regarding related-party transactions, hedging/pledging, attendance shortfalls, or tax gross-ups.