Jason M. Hollar
CARDINAL HEALTHAbout Jason M. Hollar
Jason M. Hollar is Chief Executive Officer of Cardinal Health (since September 2022) and a director of the company (director since 2022; age 52) with prior CFO experience at Cardinal Health and Tenneco, and senior finance roles at Sears and Delphi . Under his leadership, PSU payouts for the fiscal 2023–2025 cycle were 212% driven by adjusted non-GAAP diluted EPS CAGR of 17.6% plus average annual dividend yield of 2.9%, and a 20% TSR modifier with three-year TSR of 235.5% vs 9.4% for the S&P 500 Health Care Index, signaling strong value creation during the period . He serves on DaVita Inc.’s board and chairs its Audit Committee, adding financial oversight depth to his governance profile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardinal Health | CEO | 2022–present | Prioritized investments in growth, strengthened balance sheet, and returned capital to shareholders . |
| Cardinal Health | CFO | 2020–2022 | Led financial strategy, capital deployment, investor relations, and reporting . |
| Tenneco Inc. | EVP & CFO | 2018–2020 | Oversaw global finance and operations at a large auto products company . |
| Tenneco Inc. | SVP Finance | 2017–2018 | Senior finance leadership for international operations . |
| Sears Holdings | CFO | 2016–2017 | Retail holding company; note Sears filed Chapter 11 in Oct-2018 (post-tenure) . |
| Delphi | Corporate Controller & VP Finance | Not disclosed | Corporate finance and control experience at global supplier . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DaVita Inc. | Director; Audit Committee Chair | Not disclosed | Provides financial oversight and governance expertise; cross-industry board exposure . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary (Paid) ($) | 1,245,534 | 1,434,153 | 1,492,329 |
| Base Salary (Annualized Rate) ($) | 1,450,000 | 1,450,000 | 1,500,000 |
| Annual Incentive Target (% of Salary) | 175% | 175% | 175% |
| Annual Incentive Target ($) | Not disclosed | Not disclosed | 2,625,000 |
| Annual Incentive Paid ($) | 2,383,757 | 3,112,112 | 3,551,742 |
| All Other Compensation ($) | 328,288 | 464,032 | 500,683 |
| Perquisites Detail | Aircraft personal use included | Not detailed | Aircraft personal use $445,557; car service; home security; allowance up to $450,000; no tax gross-up |
Performance Compensation
Annual Incentive Program – FY2025 Metrics and Payouts (Corporate Function)
| Metric | Weight | Target | Actual | Payout contribution |
|---|---|---|---|---|
| Adjusted non-GAAP operating earnings | Not explicitly stated (contributes 80 pp) | Company target set in plan | 106% of target | 80 percentage points |
| Non-GAAP adjusted free cash flow | Not explicitly stated (contributes 30 pp) | $1,405M target (Board-approved) | 189% of target | 30 percentage points |
| Strategic business objectives | Not explicitly stated | Segment-average performance objectives | 150% of target | 15 percentage points |
| Our Path Forward (training completion) | Not explicitly stated | 97.0%–98.5% completion for target | 150% of target | 15 percentage points |
| Total calculated payout | — | — | — | 140% before discretion; final 136% |
Notes: Committee applied negative discretion to fund broad-based bonus; CEO’s payout finalized at 136% of target .
Long-Term Incentives – Grants and Structure
| Item | FY 2025 Annual Grant (8/15/2024) | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Grant-date fair value; shares) | $5,199,967; 48,188 shares | Ratable over 3 years | Time-based; accrue cash dividend equivalents payable only upon vesting |
| PSUs (Target shares; maximum shares; fair value) | 72,282 target; 173,477 max; $8,231,474 fair value | 3-year performance period | Fiscal 25–27 PSUs: 70% EPS CAGR + avg dividend yield; 20% non-GAAP adjusted FCF; 10% Our Path Forward; TSR modifier ±20% vs S&P 500 Health Care Index; dividend equivalents payable only upon vesting |
PSU Outcomes – Fiscal 2023–2025 Cycle
| Metric | Weighting | Target/Definition | Actual | Result |
|---|---|---|---|---|
| Sum of EPS CAGR + avg dividend yield | Not explicitly stated (major component) | 3-year compounded EPS growth + dividend yield | EPS CAGR 17.6%; dividend yield 2.9% | 205% of target; 140 pp contribution |
| Cost savings | Not disclosed | Plan-defined savings over cycle | Achieved | 137% of target; 27 pp contribution |
| Our Path Forward (DEI/representation progress) | Not disclosed | Progress vs aspirational management representation goals | Achieved | 96% of target; 10 pp contribution |
| Relative TSR modifier | ±20% vs S&P 500 Health Care Index | Index percentile threshold | 100th percentile | +20% modifier |
| Final Payout | — | — | — | 212% of target |
| Shares Earned (Hollar) | — | Target 115,764 | Earned 245,420 | Settlement at 212% |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 53,948 shares; <1% of class |
| Additional RSUs and PSUs (as defined) | 146,052 |
| Stock ownership guideline (CEO) | 6x base salary ($9,000,000) |
| Actual ownership vs guideline | 18.2x; $27,345,146 value (90-day average price methodology) |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Retention policy | Must retain 100% of net after-tax shares until guideline met |
| Options outstanding | None (as of 6/30/2025) |
Vested vs Unvested and Vesting Schedule (As of June 30, 2025; price $168)
| Award Type | Unvested/Unearned (#) | Market/Payout Value ($) | Vesting Detail |
|---|---|---|---|
| RSUs | 111,694 | 18,764,592 | 61,869 vests 8/15/2025; 33,762 vests 8/15/2026; 16,063 vests 8/15/2027 |
| PSUs (23–25; 24–26; 25–27) | 549,276 | 92,278,368 | 23–25 settled Aug 2025; 24–26 assumed at max; 25–27 assumed at max per SEC rules; future payouts in Aug 2025/2026/2027 if earned |
Implication: Large scheduled vesting blocks each August create potential supply and insider selling pressure windows around settlement dates; hedging/pledging bans mitigate alignment risks .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | None for executive team |
| Severance Plan (no change of control) | CEO receives cash severance and equity treatment per plan; restrictive covenants apply; example as of 6/30/2025 involuntary termination without cause: Cash severance $9,281,250; Annual cash incentive $2,611,575; Equity $80,667,720; Medical $27,098; Outplacement $25,000; Total $92,612,643 (using $168 share price) |
| Change of Control (double trigger) | If terminated within 2 years or no qualifying replacement awards: Cash severance 2.5x (base + target bonus) payable over 24–30 months; prorated annual incentive based on greater of target or actual; up to 18 months health premiums; up to 12 months outplacement ($25k cap); no excise tax gross-ups; equity vests per rules |
| Example CoC payments (as of 6/30/2025) | Cash severance $10,312,500; Annual cash incentive $2,611,575; Equity $111,042,960; Medical $27,098; Outplacement $25,000; Total $124,019,133 |
| Restrictive covenants | 2-year non-compete against certain competitors; non-solicit of customers; confidentiality; non-disparagement; no recruitment of employees; clawbacks/forfeitures apply |
| Clawbacks | Compensation clawback policies for incentive plans |
| Pensions | No executive pensions |
| Deferred compensation | DCP participation; FY2025 company DCP contribution $4,000; 401(k) contribution $14,000 |
| Perquisites | Personal aircraft use allowance up to $450,000; FY2025 incremental cost $445,557; car service; home security; no tax reimbursement on imputed income; time-sharing reimbursements excluded from allowance |
Board Governance
- Board service: Director since 2022; listed as CEO among director nominees; entry shows skill matrix, not labeled “Independent,” indicating management director status; no CAH committee roles disclosed for Hollar in the proxy’s nominee snapshot .
- Dual-role implications:
- As CEO and director, independence concerns are mitigated by strong shareholder oversight and committee structures; proxy highlights governance features including clawbacks, minimum vesting, no hedging/pledging, and annual say-on-pay to reinforce accountability .
- External board: DaVita Inc., Audit Committee Chair, adding independent financial oversight experience and network breadth .
Performance & Track Record
- Fiscal 2023–2025 PSU cycle paid out at 212% with EPS CAGR 17.6% plus dividend yield 2.9% and TSR at 100th percentile vs S&P 500 Health Care Index; three-year TSR was 235.5% vs 9.4% for the index, evidencing strong value creation .
- FY2025 annual incentive finalized at 136% for CEO after committee discretion to fund broad-based bonuses; free cash flow target set at $1,405M due to OptumRx contract expiration unwind and calendar effect, with actual performance at 189% of target .
- Governance and shareholder sentiment: 2024 say-on-pay approval at 90%, with continued engagement and support for program structure .
- Prior roles: Deep finance/operations background across CAH, Tenneco, Sears, Delphi; note Sears later filed Chapter 11 in Oct-2018 (post-tenure), an informational context point for risk assessment .
Compensation Structure Analysis
- Mix: Significant at-risk pay via annual incentive and PSUs; long-term incentives weighted 60% PSUs / 40% RSUs; minimum vesting periods in LTIP .
- Metric shifts: Fiscal 25–27 PSUs replaced operating cash flow with non-GAAP adjusted free cash flow to align with capital deployment priorities .
- Discretion: Committee applied negative discretion to annual incentive funding in FY2025 to reward broader employee base, showing stakeholder alignment .
- Award modifications: FY2024 “Stock Awards” column included incremental accounting expense due to Severance Plan amendment affecting unvested awards (Hollar $8,301,653), a technical accounting modification disclosed transparently .
Equity Ownership & Director Compensation Context
- Ownership: CEO exceeds guideline at 18.2x salary ($27.345M value) vs 6x requirement; policy requires retention of net after-tax shares until compliance; no hedging/pledging .
- Director compensation: Not applicable for management director; proxy focuses executive pay; annual director retainer and fees disclosed elsewhere, not tied to Hollar’s executive compensation in the cited sections.
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces misalignment risk .
- Excise tax gross-ups: None on CoC—shareholder friendly .
- Perquisite magnitude: High aircraft personal use ($445,557) may attract scrutiny; no tax gross-up; allowance capped at $450,000 .
- Pay ratio: CEO to median employee compensation 261:1 for FY2025; potential social/ESG investor sensitivity .
- Equity supply windows: Significant RSU/PSU settlements each August could create selling pressure; monitor Form 4s around vesting .
Compensation & Ownership Tables (Multi-Year)
Summary Compensation (CEO)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 1,245,534 | 1,434,153 | 1,492,329 |
| Stock Awards ($) | 14,828,888 | 20,640,912 (includes modified awards expense) | 13,431,441 |
| Non-Equity Incentive ($) | 2,383,757 | 3,112,112 | 3,551,742 |
| All Other Compensation ($) | 328,288 | 464,032 | 500,683 |
| Total ($) | 18,786,467 | 25,651,209 | 18,976,195 |
FY2025 Grants of Plan-Based Awards (CEO)
| Award Type | Grant Date | Target/Threshold/Max | Shares (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Annual Incentive | — | Target $2,611,575; Threshold $522,315; Max $5,092,572 | — | — |
| PSUs | 8/15/2024 | Target shares 72,282; Max 173,477 | 72,282 / 173,477 | 8,231,474 |
| RSUs | 8/15/2024 | N/A | 48,188 | 5,199,967 |
Say-on-Pay & Peer Benchmarking Highlights
- 2024 say-on-pay support: 90% approval; continued shareholder engagement with support for program structure .
- Market positioning: FY2025 target total direct compensation set with reference to Comparator Group median and internal pay equity; CEO targets: salary $1.5M; annual incentive target $2.625M; LTI target $13.0M; total $17.125M .
Employment & Contracts Snapshot
- Severance multiples: CEO 2.5x base + target bonus upon CoC qualifying termination; structured installments; equity treatment per LTIP (double trigger) .
- Non-compete/non-solicit: 2-year duration; confidentiality and non-disparagement; clawbacks apply .
- No single-trigger CoC; minimum vesting; no option repricing without shareholder approval .
Investment Implications
- Alignment: Strong pay-for-performance linkage via EPS/FCF/TSR metrics; outsized PSU payout and three-year TSR outperformance underscore execution efficacy .
- Retention risk: Low near-term given sizable unvested RSUs/PSUs and ownership exceeding guidelines; restrictive covenants and clawbacks further reduce turnover risk .
- Trading signals: Monitor August vesting dates (RSUs/PSUs) for potential supply; track Form 4s around settlements; aircraft perquisite magnitude may draw governance attention but absence of hedging/pledging and tax gross-ups is favorable .
- Structural changes: Shift to adjusted FCF in PSUs aligns with capital deployment focus; committee discretion in annual incentives to fund broad employee bonuses suggests stakeholder orientation and could support say-on-pay outcomes .