David C. Evans
CARDINAL HEALTHAbout David C. Evans
Independent director of Cardinal Health (CAH) since 2020; age 62. Evans is Audit Committee Chair and a member of the Human Resources & Compensation Committee, designated by the Board as an “audit committee financial expert.” He brings 25+ years of CFO-level finance and controls leadership, including CFO roles at Scotts Miracle-Gro and Battelle, and interim CFO stints at Cardinal Health (2019–2020) and Scotts (Aug–Dec 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Scotts Miracle-Gro Company | Interim CFO | Aug 2022 – Dec 2022 | Reinforced capital markets and reporting leadership during transition |
| Cardinal Health, Inc. | Interim CFO | Sep 2019 – May 2020 | Company-specific finance, controls, and investor engagement experience |
| Battelle Memorial Institute | EVP & CFO | 2013 – 2018 | Led finance, internal controls, and strategy execution |
| Scotts Miracle-Gro | EVP, Strategy & Business Development | 2011 – 2013 | Corporate strategy and capital deployment |
| Scotts Miracle-Gro | EVP & CFO | 2006 – 2013 | Public-company CFO; financial reporting and control environment |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Scotts Miracle-Gro Company | Director | Since 2018 | Audit Committee Chair; Finance Committee member |
Board Governance
- Committees: Audit Committee (Chair, as of Sept. 15, 2025) and Human Resources & Compensation Committee; Audit met 6 times, HRC met 6 times in fiscal 2025 .
- Attendance/engagement: Board held 7 meetings; each director attended ≥75% of Board/committee meetings; overall average attendance exceeded 96%; all then-current directors attended the annual shareholder meeting .
- Independence: Board determined Evans is independent (including for committee service) under NYSE rules .
- Executive sessions: Independent directors meet in executive session regularly without management present .
- Cybersecurity/AI oversight: Audit Committee oversees cybersecurity and major IT risks with quarterly updates from CIO/CISO; directors receive ongoing education in cyber/AI governance .
Fixed Compensation
| Element | Fiscal 2025 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 120,000 | Paid in quarterly installments |
| Audit Committee Chair retainer | 25,000 (pre‑Nov. 15, 2025); 30,000 (on/after Nov. 15, 2025) | Board approved increases effective Nov. 15, 2025 |
| HRC Chair retainer (not applicable to Evans) | 20,000 (pre); 25,000 (post) | Reference for structure |
| Additional fees | As assigned for duties beyond ordinary scope | Program allows additional fees if needed |
| Cash deferral election | Available via Deferred Compensation Plan | Option to defer cash retainers |
Director compensation structure targeting median of comparator group; increases approved for cash retainer ($125k) and RSUs ($210k) effective Nov. 15, 2025 .
Performance Compensation
| Grant Type | Fiscal 2025 Grant Value ($) | Vesting | Dividend Equivalents | Change‑of‑Control Treatment |
|---|---|---|---|---|
| RSUs (annual grant) | 199,953 | Vest one year from grant date (or by next annual meeting, if earlier) | Accrued and payable upon vesting | Unvested RSUs fully vest upon change of control unless continued service with qualifying replacement award |
No performance metrics (TSR/revenue/EBITDA) apply to director equity; director RSUs are time-based. Directors may elect to defer receipt of common shares upon RSU vesting until termination from Board service .
Director Compensation (Fiscal 2025 Actuals)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| David C. Evans | 120,000 | 199,953 | 2,000 | 321,953 |
All other compensation reflects matching gift program contributions; perquisites < $10,000 not reported .
Other Directorships & Interlocks
| External Company | Relationship to CAH | Exposure/Interlock Assessment |
|---|---|---|
| Scotts Miracle-Gro (SMG) | Director; Audit Chair; Finance Committee member | No CAH‑SMG related person transactions disclosed; CAH guidelines require pre‑clearance of outside board roles; Governance Committee reviewed director capacity and confirmed compliance with outside commitments for 2025 nominees . |
Expertise & Qualifications
- Designated Audit Committee financial expert; deep experience in financial reporting, internal controls, capital markets, tax, and IT; healthcare industry familiarity via CAH role .
- Skills matrix: Board leadership; Financial expertise; Healthcare expertise; Information technology/cybersecurity/AI experience .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Additional RSUs/PSUs | Unvested RSUs (as of 6/30/2025) |
|---|---|---|---|---|
| David C. Evans | 14,306 | <1% | 0 | 1,730 |
Policy signals:
- Ownership guideline: Directors must own 5x cash retainer; retainer increased from $120,000 to $125,000 effective Nov. 15, 2025 (implies $600k → $625k guideline) .
- Hedging/pledging: Prohibited for directors; no margin accounts or pledging allowed .
- Retention: Directors must retain 100% of net after‑tax shares from equity awards until ownership requirement met .
Governance Assessment
- Strengths
- Independent director; Audit Chair as of Sept. 15, 2025; designated audit financial expert; committee scope includes cybersecurity and major IT/AI risks .
- High engagement environment: Board/committee attendance ≥75% for each director and >96% average; annual meeting attendance by all directors .
- No related person transactions involving Evans; robust Related Person Transactions policy requires Audit Committee review/approval; only disclosed transaction involved another director (Masimo) and was arm’s‑length and approved .
- Shareholder alignment mechanisms: director ownership guidelines (5x retainer), anti‑hedging/pledging policy, and equity grants that settle in shares; compensation targeted at median peer level .
- Watch items
- Chair rotation timing: Audit Committee report for FY2025 signed by Akhil Johri as Chairman on Aug. 5, 2025; composition reflects Evans as Chair as of Sept. 15, 2025—monitor transition execution and continuity of oversight .
- Dual audit chair roles (CAH and SMG) increase time demands; CAH governance guidelines require pre‑clearance and annual capacity review, and 2025 review affirmed compliance—continue to monitor for capacity constraints .
- Broader governance signals
- Say‑on‑pay support: 90% approval in 2024; ongoing shareholder engagement including independent director participation .
RED FLAGS: None disclosed specific to Evans (no related party transactions; independence affirmed; hedging/pledging prohibited) .