Deborah L. Weitzman
CARDINAL HEALTHAbout Deborah L. Weitzman
Deborah L. Weitzman is Cardinal Health’s Chief Executive Officer, Pharmaceutical and Specialty Solutions segment, appointed in September 2022, with 19 years at the company; she is 59 . She holds a BA from Dartmouth and an MBA from Northwestern’s Kellogg School of Management, and previously led Pharmaceutical Distribution and Cardinal Health Puerto Rico . Under her leadership, Pharma segment profit grew 12% YoY in fiscal 2025 and 7% in fiscal 2024, while company TSR reached +74.0% (1-year) and +235.5% (3-year) through June 30, 2025; fiscal 2025 revenue was $222.6B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardinal Health | President, Pharmaceutical Distribution | 2017–2022 | Led distribution to pharmacies across care settings; launched Outcomes ecosystem |
| Cardinal Health Puerto Rico | SVP & GM | Not disclosed | Ran pharma and med-surg distribution and logistics in Puerto Rico/LatAm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Chain Drug Stores (NACDS) | Board of Directors | Not disclosed | Industry leadership |
| National Association of Wholesalers | Delegate | Not disclosed | Sector engagement |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary (Annualized) ($) | $625,000 | $725,000 | $745,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Annual Bonus Paid ($) | $773,979 | $758,794 | $964,511 |
| Long-Term Incentive Target ($) | $2,500,000 | $3,500,000 | $3,650,000 |
Performance Compensation
FY 2025 Annual Incentive (Pharma segment CEO)
| Metric | Weighting | Target | Actual | Payout (Weighted Impact) | Vesting |
|---|---|---|---|---|---|
| Pharma Adjusted Segment Profit (within earnings goal) | 52% (80% of 65%) | $2,114M | 105% of target | 63 pp | n/a |
| Adjusted Non-GAAP Operating Earnings (enterprise) | 13% (20% of 65%) | $2,593M | 106% of target | 16 pp | n/a |
| Non-GAAP Adjusted Free Cash Flow | 15% | $1,405M | 189% of target | 30 pp | n/a |
| Strategic Business Objectives | 10% | Onboarding new strategic customers; retention; unified oncology strategy | 100% | 10 pp | n/a |
| Our Path Forward (Leader training) | 10% | 97.0%–98.5% completion | 150% | 15 pp | n/a |
| Total (pre-discretion) | 100% | — | — | 134% | n/a |
| Final payout after negative discretion | — | — | — | 130% | n/a |
PSUs – Fiscal 2023–2025 Payout (companywide design; individual earned shares)
| Metric | Weighting | Target/Threshold | Actual | Payout |
|---|---|---|---|---|
| Sum of Adjusted Non-GAAP Diluted EPS CAGR + Avg Annual Dividend Yield | 70% | — | EPS CAGR 17.6%, Dividend Yield 2.9% | 205% contribution |
| Cost Savings | 20% (for 23–25 cycle) | — | 137% | 27% contribution |
| Our Path Forward (engagement favorability) | 10% | — | 96% | 10% contribution |
| Relative TSR Modifier | ±20% | — | 100th percentile vs S&P 500 Health Care | +20% |
| Final PSU Payout | — | — | — | 212% |
| Weitzman PSU Shares – Target vs Earned | — | 18,443 target | 39,100 earned | Settles Aug 2025 |
FY 2024 Annual Incentive (reference)
| Metric | Enterprise Funding | CFO/Corp % Applied | Pharma Segment % Applied |
|---|---|---|---|
| Enterprise funding (pre-discretion) | 132% | Reduced to 124% | Weitzman payout 107% (segment basis) |
Equity Ownership & Alignment
- Beneficial ownership: 28,745 common shares; “Additional RSUs and PSUs” 24,683; <1% of outstanding (denoted by *) .
- Stock ownership guideline: 4x salary required; Weitzman at 9.4x and $7,003,830 value (90-day average) as of June 30, 2025 .
- RSU vesting schedule outstanding (as of 6/30/2025): 14,966 on Aug 15, 2025; 9,479 on Aug 15, 2026; 4,510 on Aug 15, 2027 .
- PSUs outstanding (as of 6/30/2025): 39,100 (23–25 earned), 46,460 (24–26 assumed max for SEC purposes), 40,590 (25–27 assumed max) .
- Hedging/pledging: Prohibited for executives and directors; no margin accounts or pledges allowed .
- Rule 10b5-1 selling plan: Adopted Aug 28, 2023 to sell up to 9,000 shares and exercise options with sale of up to 27,642 shares through Nov 15, 2024; adopted in open window under company policy .
- Option awards: Company does not currently grant new stock options; legacy options existed historically (see Form 3) .
Employment Terms
- Severance (Senior Executive Severance Plan):
- Without cause on/before Sept 21, 2025 (and outside a COC period): 1.75x salary+target bonus; prorated annual bonus (actual performance); prorated vesting of unvested RSUs/PSUs (PSUs remain performance-based); up to 18 months medical, up to 12 months outplacement .
- After Sept 21, 2025 (outside COC period): 1.5x salary+target bonus; prorated annual bonus; benefits as above .
- Qualifying termination within 2 years after change of control (double trigger): 2.0x salary+target bonus; prorated annual bonus (greater of target or actual); benefits as above; equity vesting per plan .
- Restrictive covenants: Payment conditioned on compliance, including 2-year non-compete and non-solicit, confidentiality, and non-disparagement .
- Clawbacks: Dodd-Frank-compliant policy (effective Oct 2, 2023) mandates recovery of erroneously awarded incentive comp after restatements; separate plan-based clawbacks for misconduct and standards violations .
- Insider trading policy: Prohibits short sales, derivatives, hedging; margin/pledging prohibited .
- Confidentiality & Business Protection Agreement: Effective Sept 19, 2022 (Deborah L. Weitzman) .
- Deferred compensation: FY2025 DCP contributions — executive $460,949; company $4,200; aggregate balance $5,461,190 .
Investment Implications
- Pay-for-performance alignment: Strong linkage via multi-metric annual bonus (segment profit weighting for segment CEOs) and 3-year PSUs focused on EPS CAGR+dividend yield, FCF, engagement, with TSR modifier; PSU payout at 212% reflects superior TSR and EPS performance .
- Retention risk mitigants: Elevated ownership (9.4x guideline), double-trigger COC protections, temporary 1.75x severance and prorated equity vesting (through Sept 21, 2025) reduce volatility of separation outcomes; retirement-eligibility references in plan design further cushion transitions .
- Selling pressure: A Rule 10b5-1 plan adopted in 2023 authorizing limited sales and option exercises through Nov 2024 signals pre-planned disposals but within policy; hedging/pledging prohibitions and high ownership multiple maintain alignment .
- Governance and shareholder support: Say-on-pay remained strong — 91% (2022 vote referenced in 2023 proxy), 92% (2023), 90% (2024) — supporting program stability while the Compensation Committee uses Korn Ferry and a broad healthcare/logistics comparator group to target competitive pay .