Christine A. Mundkur
CARDINAL HEALTHAbout Christine A. Mundkur
Independent director of Cardinal Health since 2022 (age 56), with 20+ years of pharmaceutical leadership spanning legal, quality and regulatory compliance, manufacturing operations, and strategy. Current CAH committee assignments: Audit and Risk Oversight; she also served on the Human Resources & Compensation Committee during fiscal 2025. External public directorships include MannKind (Audit; Nominating & Corporate Governance) and prior service at Lupin Limited. The Board affirms her independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impopharma Inc. | CEO and non‑voting Chair | 2013–2017 | Led generic inhalation development; regulatory and operations oversight |
| CM Strategic Advisors | President | 2011–2013 | Global pharma strategy consulting |
| Sandoz (Novartis Group) | President & CEO U.S. Division; Head of Commercial Ops North America | 2009–2010 | P&L leadership in generics/biosimilars |
| Barr Laboratories / Barr Pharmaceuticals | Associate Counsel; roles of increasing responsibility in quality & regulatory; later CEO of subsidiary | 1993–2008 | Built deep regulatory/quality expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| MannKind Corporation | Director | Since 2018 | Audit; Nominating & Corporate Governance |
| Lupin Limited (NSE: LUPIN) | Director (prior) | 2019–2022 | Not disclosed |
Board Governance
- Current CAH committee assignments: Audit (6 meetings FY25) and Risk Oversight (5 meetings FY25); previously served on Compensation Committee during FY25 rotations.
- Attendance/engagement: Board held 7 meetings in FY25; each director attended ≥75% of Board/committee meetings, with overall average attendance exceeding 96%; independent directors meet regularly in executive session.
- Independence: Board determined Mundkur is independent for Board and committee service under NYSE standards.
- Board refreshment: CAH proactively rotates committee chairs/assignments; FY25 changes reinforced independent oversight and skills alignment.
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Cash annual retainer | $120,000 | Paid quarterly; increased to $125,000 effective Nov 15, 2025 |
| Equity (RSUs) | $199,953 | Annual RSUs valued at grant-date close; vest after ~1 year; dividend equivalents accrued and paid upon vesting |
| Committee chair fees | $0 | Audit: $25k → $30k; HRC/G&S/Risk: $20k → $25k (effective Nov 15, 2025); she is not chair |
| All other compensation | $0 | Matching gift program available; additional fees possible for duties beyond ordinary scope |
| Change-of-control treatment | N/A (structure) | Director RSUs are double-trigger; accelerated vesting only if no qualifying replacement award or if service not continued post-transaction |
| Deferral options | Available | May defer cash retainers via DCP and receipt of common shares from RSUs until termination of Board service |
Performance Compensation
- CAH does not use performance-linked equity for non-management directors; director equity is time-based RSUs with ~1-year vesting (no TSR/financial metrics).
Other Directorships & Interlocks
- Compensation Committee interlocks: Mundkur served on CAH’s Compensation Committee during fiscal 2025; the company disclosed no relationships requiring Item 404 disclosure for Compensation Committee members (other than Ms. Brennan’s interim CEO role at Masimo, which did not involve Mundkur).
Expertise & Qualifications
- Skills: Board leadership; financial expertise; healthcare; operations; regulatory/legal/public policy; international experience—aligned with CAH’s risk, compliance, and supply chain-intensive businesses.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 6,469 common shares; <1% of class (includes RSUs that may settle within 60 days) |
| Unvested RSUs (6/30/25) | 1,730 shares |
| Recent Form 4 | 1,067 RSUs granted on Nov 5, 2025; vest on Nov 5, 2026 or 2026 annual meeting date if earlier; post-grant beneficial ownership 7,536 shares. |
| Hedging/pledging | Prohibited for directors and executives (short sales, options, swaps; pledging/margin accounts barred). |
| Ownership guidelines | Directors required to own 5× cash retainer; compliance status for individual directors not disclosed. |
Recent Insider Transactions
| Date | Type | Amount | Price | Post-transaction holdings |
|---|---|---|---|---|
| Nov 5, 2025 | RSU grant (Form 4) | 1,067 | $0.00 | 7,536 common shares |
Governance Assessment
- Board effectiveness: Mundkur’s dual service on Audit and Risk Oversight aligns with her regulatory/quality background, supporting oversight of financial reporting, IT/cyber risks, and compliance programs (including controlled substance monitoring). No attendance or independence concerns disclosed.
- Alignment and incentives: Director pay mix is cash plus time-based RSUs with prudent double-trigger CoC protection and deferral choices; no performance equity for directors, limiting pay-for-performance but standard in market; director compensation targeted at Comparator Group median.
- Ownership and conduct: Beneficial holdings and ongoing RSU grants, plus strict anti-hedging/pledging policy and ownership guidelines, reinforce alignment; no shares pledged.
- Conflicts/related-party: No related-person transactions involving Mundkur disclosed; CAH audits such transactions via the Audit Committee under a formal policy.
- Shareholder confidence signals: Strong say-on-pay approvals—90% in 2025 and 92% in 2024—suggest investor support for CAH’s compensation governance; independent directors regularly participate in governance-focused shareholder engagement.
RED FLAGS: None disclosed for Mundkur—no related-party dealings, no hedging/pledging, no attendance shortfall, and no compensation interlocks issues tied to her.