Gregory B. Kenny
CARDINAL HEALTHAbout Gregory B. Kenny
Independent, non-executive Chairman of the Board at Cardinal Health since November 2018; director since 2007. Age 72. Former President & CEO of General Cable, with deep expertise in corporate governance, global manufacturing, finance, operations, and international markets. Former Lead Independent Director (2014–2018). Current skills emphasis: Board Leadership, Financial Expertise, Operations Experience, International Experience. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Cable Corporation | President & CEO | 2001–2015 | Led global manufacturer; governance, operations, international expansion |
| General Cable Corporation | President & COO | 1999–2001 | Operational leadership |
| General Cable Corporation | EVP & COO | 1997–1999 | Operational leadership |
| Penn Central Corporation | Executive-level positions | Not disclosed | Corporate strategy responsibilities |
| U.S. Department of State | Foreign Service Officer | Not disclosed | International experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Ingredion Incorporated | Director; Chair of the Board and Chair, Corporate Governance & Nominating Committee | Since 2005 | Board Chair; CG&N Chair |
Board Governance
- Independent, non-executive Chairman; separate CEO; all standing committee members are independent. Kenny has been independent Chairman since 2018.
- Current committee membership: Governance & Sustainability (member).
- Compensation Committee service: Kenny served on the Compensation Committee during fiscal 2025 (membership later refreshed; not listed as of Sep 15, 2025 composition). No interlocking relationships required disclosure under Item 404.
- Chairman responsibilities include agenda-setting, materials review, executive sessions, CEO evaluation participation, succession planning input, director recruitment oversight, and investor governance engagement.
- Independence affirmed by the Board under NYSE standards.
- Attendance: Board held 7 meetings in fiscal 2025; each director attended ≥75% of meetings; overall average attendance exceeded 96%; all then-current directors attended last year’s annual meeting.
- Outside board service limits: Non-executive directors generally capped at three other public boards; audit committee service limits enforced; annual review of outside commitments confirms compliance for 2025 nominees.
- Executive sessions: independent directors meet regularly without management.
- Shareholder engagement: Summer 2025 outreach contacted 50% of outstanding shares, engaged 32%; Chairman participated in meetings with shareholders representing 30% of outstanding shares.
Fixed Compensation
| Compensation Element | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer (before Nov 15, 2025) | $120,000 | Paid quarterly |
| Annual RSU grant (before Nov 15, 2025) | $200,000 | Vests ~1 year; dividend equivalents accrue, paid on vest |
| Non-executive Chairman additional cash retainer | $125,000 | Paid quarterly |
| Non-executive Chairman additional RSUs | $125,000 | Same vesting mechanics |
| Committee chair retainers (if applicable) | $20,000–$30,000 (depends on committee) | Not applicable to Kenny in current composition |
| Director deferral options | Cash retainers and RSU settlement can be deferred (DCP) | Lump sum or installment payouts on termination; RSUs can be deferred to termination |
| Change-of-control treatment | Unvested RSUs fully vest on change of control unless continued service with qualifying replacement award | Standard director equity terms |
Director-level FY2025 actuals (mix signal):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Gregory B. Kenny | 245,000 | 325,011 | — | 570,011 |
Performance Compensation
| Element | Structure | Metrics | FY2025 Notes |
|---|---|---|---|
| Director equity | Time-based RSUs | None (no performance targets) | RSUs vest after ~1 year; dividend equivalents paid on vest |
Directors do not receive options or PSUs; no performance-based pay applies to non-management directors.
Other Directorships & Interlocks
| Company | Relationship to CAH | Interlock/Conflict Notes |
|---|---|---|
| Ingredion Incorporated | No related-person transactions disclosed with CAH | Kenny’s external chair role disclosed; no Item 404 related-party transactions with Kenny reported. |
| CAH Compensation Committee (FY2025) | Member during FY2025 | Committee interlocks: none; no CAH execs served on other cos’ comp committees where an exec served on CAH Board; no Item 404 relationships for Comp Committee members. |
Expertise & Qualifications
- Board leadership and governance; prior service as Lead Director and as Chair of Governance & Sustainability and Compensation Committees.
- Financial expertise; operational leadership in global manufacturing; international market experience.
- Chairman duties emphasize agenda control, materials quality, executive sessions, succession planning, director recruitment and governance investor outreach—supports board effectiveness and independence.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Additional RSUs/PSUs (not settle within 60 days) |
|---|---|---|---|
| Gregory B. Kenny | 42,908 | <1% | 19,584 |
Additional RSU detail:
| Director | Unvested RSUs (as of Jun 30, 2025) |
|---|---|
| Gregory B. Kenny | 2,812 |
Policy alignment:
- Director stock ownership guideline: 5× cash retainer; directors must retain 100% of net-after-tax shares until meeting guideline. (Company-wide policy disclosure; individual director compliance not enumerated.)
- Hedging and pledging of company stock by directors prohibited.
Governance Assessment
- Board effectiveness: Independent Chair structure, independent committees, and robust chairman responsibilities enhance oversight quality; formal annual board/committee/individual evaluations with outside facilitator drive process improvements.
- Independence/attendance: Kenny is independent; attendance levels strong (overall >96%), signaling engagement.
- Compensation alignment: Director pay is balanced between cash and time-based RSUs; no options or performance-linked awards—reduces risk of short-termism; change-of-control vesting is standard but mitigated by replacement award condition.
- Ownership alignment: Meaningful share ownership plus RSUs; policy requires 5× cash retainer and 100% retention of net shares until compliance; hedging/pledging banned—positive alignment signals.
- Conflicts/related parties: No related-person transactions involving Kenny disclosed; Compensation Committee interlocks clean; governance review of outside commitments affirms capacity compliance.
- Investor confidence signals: Strong say‑on‑pay support in 2024 (90%); extensive summer 2025 shareholder engagement with direct Chairman participation.
- Company performance context under board oversight: FY2025 non‑GAAP diluted EPS $8.24 (+9%), 1‑yr TSR +74.0% and 3‑yr TSR +235.5% through June 30, 2025; PSU cycle FY23–25 paid at 212% with +20% TSR modifier—reflects strong shareholder returns; while not attributable to any single director, sustained performance supports confidence in board oversight.
RED FLAGS: None disclosed for Kenny (no related-party transactions; no hedging/pledging; strong attendance). Change-of-control RSU acceleration is typical for directors and is conditioned by replacement awards.