Jessica L. Mayer
CARDINAL HEALTHAbout Jessica L. Mayer
Chief Legal and Compliance Officer at Cardinal Health (appointed March 2019) overseeing Legal, Ethics & Compliance, Quality & Regulatory, and Government Relations; tenure 18 years at the company as of fiscal 2025 . Prior roles include corporate secretary and deputy general counsel; earlier litigation practice at Arnold & Porter (pharma product liability) and commercial litigation in the Rocky Mountain region; education: Vassar College (cum laude) and University of Arizona College of Law (summa cum laude) . Company performance during her tenure showed strong execution: fiscal 2024 revenue +11% to $226.8B, non-GAAP operating earnings +16% to $2.4B, operating cash flow $3.8B ; fiscal 2025 non-GAAP diluted EPS +9% to $8.24, operating cash flow $2.4B, significant strategic M&A . Say-on-pay support remained high (92% in 2023; 90% in 2024), reinforcing investor acceptance of the pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardinal Health | Corporate Secretary & Deputy General Counsel | Not disclosed | Led legal department; advised executive team and Board |
| Arnold & Porter LLP (Washington, D.C.) | Attorney (pharma products liability litigation) | Not disclosed | Litigation expertise in pharma risk; regulatory awareness |
| Rocky Mountain region | Commercial Litigation Attorney | Not disclosed | Broadened commercial litigation acumen |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardinal Health PAC | Chairperson of Board | Not disclosed | Political engagement oversight |
| Cardinal Health Foundation | Chair | Not disclosed | Philanthropy and community impact leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 666,918 | 696,038 | 716,932 |
| Stock Awards ($) | 2,918,878 | 3,084,840 | 3,202,943 |
| Non-Equity Incentive ($) | 800,302 | 863,087 | 975,027 |
| All Other Compensation ($) | 13,815 | 13,800 | 30,450 |
| Total ($) | 4,399,913 | 4,657,765 | 4,925,352 |
Performance Compensation
Annual Incentive Program — Metrics, Weighting, Results
| Metric (Corporate function) | Weight | Target mechanics | FY 2024 Result | FY 2025 Result |
|---|---|---|---|---|
| Adjusted non-GAAP operating earnings | 65% | 20%–200% payout range | 106% of target; 74 pp impact | 106% of target; 80 pp impact |
| Operating cash flow / Non-GAAP adjusted free cash flow | 15% (FY24 OCF) | 20%–200% payout range | 188% of target; 30 pp impact | 189% of target; 30 pp impact |
| Cost savings / Strategic business objectives | 10% (FY24 cost savings) | 50%–200% (CS)/SBO | 126% of target; 13 pp impact | 150% of target; 15 pp impact |
| Our Path Forward (training/engagement) | 10% | 50%–150% | 150% of target; 15 pp impact | 150% of target; 15 pp impact |
| Committee discretion | — | — | Corporate payout reduced from 132% to 124% | Corporate payout reduced from 140% to 136% |
Annual Incentive Targets and Payouts — Jessica L. Mayer
| Period | Target (% of Salary) | Target ($) | Actual ($) | Actual (% of Target) |
|---|---|---|---|---|
| FY 2024 | 100% | 696,038 | 863,087 | 124% |
| FY 2025 | Not separately stated; corporate payout applied | 716,932* | 975,027 | 136% |
Long-Term Incentives — Grants and Payouts
| Program | Metric weighting | Grant specifics | Payout outcome |
|---|---|---|---|
| Fiscal 24–26 PSUs | 70% EPS CAGR + dividend yield; 20% operating cash flow; 10% Our Path Forward; ±20% TSR modifier vs S&P 500 Health Care Index | Grant date Aug 16, 2023; Mayer PSUs target 19,912; RSUs 13,274 | Vests Aug 2026 per plan (performance-dependent) |
| Fiscal 25–27 PSUs | 70% EPS CAGR + dividend yield; 20% non-GAAP adjusted free cash flow; 10% Our Path Forward; ±20% TSR modifier | Annual grant (Aug 15, 2024); Mayer PSU target $1,860,000; RSUs $1,240,000 | Performance-dependent; payout in Aug 2027 per plan |
| Fiscal 23–25 PSUs | Sum of EPS CAGR + dividend yield; cost savings; Our Path Forward; ±20% TSR modifier | Mayer target shares 23,582 | Settled at 212%; Mayer earned 49,994 shares |
| Fiscal 2025 Accounting Values — RSUs and PSUs (Mayer) | RSUs Granted ($) | PSUs Target ($) | PSUs Maximum ($) |
|---|---|---|---|
| Fiscal 2025 Annual Grant Accounting Disclosure | 1,239,994 | 1,962,950 | 4,711,102 |
Equity Ownership & Alignment
Beneficial Ownership
| Metric | Sep 2024 | Sep 2025 |
|---|---|---|
| Common shares beneficially owned (#) | 26,049 | 27,162 |
| Additional RSUs and PSUs (within 60 days) (#) | 49,922 | 21,295 |
| Ownership % of class | <1% | <1% |
Stock Ownership Guidelines Compliance
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Required multiple of salary | 3x | 3x |
| Dollar target ($) | 2,100,000 | 2,160,000 |
| Actual multiple | 12x | 10.9x |
| Value of shares held ($) | 8,348,870 | 7,856,482 |
Outstanding Equity Awards (Unvested) — Year-End
| As of | RSUs Unvested (#) | RSUs Market Value ($) | PSUs Unvested (#) | PSUs Market/Payout Value ($) | Stock Options Outstanding |
|---|---|---|---|---|---|
| Jun 30, 2024 | 41,764 | 4,106,236 | 127,589 | 12,544,550 | 3,139 (2016 grant, $83.19, exp. 8/15/2026); 5,534 (2017 grant, $66.43, exp. 8/15/2027) |
| Jun 30, 2025 | 24,906 | 4,184,208 | 124,292 | 20,881,056 | None |
RSU Vesting Schedule (Select future tranches)
| Date | Shares |
|---|---|
| Aug 15, 2025 | 12,969 |
| Aug 15, 2026 | 8,106 |
| Aug 15, 2027 | 3,831 |
Realized Equity — Vesting and Option Exercises
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Options exercised (#) | 2,928 | 8,673 |
| Value realized on option exercise ($) | 60,883 | 294,760 |
| Shares vested (PSUs+RSUs) (#) | 56,171 | 70,129 |
| Value realized on vesting ($) | 5,217,226 | 7,711,714 |
| Deferred shares from vesting (PSUs) (#) | Not disclosed | 13,788 deferred net of withholding |
Deferred Compensation (Alignment and Liquidity Planning)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| DCP — Executive contributions ($) | Not disclosed; aggregate earnings $13,775 | 43,154 |
| DCP — Company contributions ($) | Not disclosed | 4,000 |
| DCP — Aggregate balance at FYE ($) | 260,241 | 321,869 |
| Deferred shares — Exec contributions ($) | — | 1,378,982 |
| Deferred shares — Aggregate earnings ($) | — | 767,890 |
| Deferred shares — Aggregate withdrawals ($) | — | 2,146,872 |
| Deferred shares — Aggregate balance at FYE ($) | — | — |
Policies prohibit pledging or holding in margin accounts, and prohibit hedging transactions for executives and directors . She substantially exceeds stock ownership requirements, signaling alignment; beneficial ownership remains <1% of shares outstanding .
Employment Terms
- No individual employment agreement; severance and equity governed by company plans .
- Severance multiples and triggers:
- Involuntary termination without cause on/before Sep 21, 2025 (non-COC): 1.75x salary + target bonus; prorated annual bonus; prorated vesting of unvested RSUs/PSUs; health premiums up to 18 months; outplacement up to $25k .
- After Sep 21, 2025 (non-COC): 1.5x salary + target bonus; prorated annual bonus; no prorated vesting in Severance Plan (retirement provisions may apply) .
- Change of control (double-trigger within 2 years): 2.0x salary + target bonus; prorated annual bonus based on greater of target/actual; health premiums and outplacement; equity vesting per plan; no excise tax gross-ups (payments cut to avoid parachute tax if beneficial) .
- Non-compete and non-solicit: 2 years post-termination; confidentiality, anti-disparagement, and anti-recruitment obligations; severance conditioned on compliance .
- Clawback: Mandatory recoupment of incentive comp after Oct 2, 2023 if financial restatement; additional fault-based clawbacks in MIP and 2021 LTIP . Application to 2024 accounting revision at at‑Home Solutions required analysis; no recovery was required as payouts used revised results and no misconduct found .
Potential Payments — FY 2025 (as of Jun 30, 2025; share price $168)
| Scenario | Cash Severance ($) | Annual Cash Incentive ($) | LTI Awards ($) | Medical ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary termination (retirement-eligible) | 0 | 716,932 | 17,727,864 | 0 | 0 | 18,444,796 |
| Involuntary termination without cause | 2,520,000 | 716,932 | 17,727,864 | 18,971 | 25,000 | 21,008,767 |
| Death or disability | 0 | 716,932 | 25,065,264 | 0 | 0 | 25,782,196 |
| Qualifying termination following change of control | 2,880,000 | 716,932 | 25,065,264 | 18,971 | 25,000 | 28,706,167 |
Compensation Structure Analysis
- Mix and alignment: Annual bonuses tied to operating earnings, free cash flow, cost savings/strategic objectives, and culture (Our Path Forward); PSUs emphasize EPS CAGR + dividend yield and liquidity, with relative TSR modifier to align with shareholder outcomes .
- Changes in metrics: FY 2025 annual program swapped cost savings for segment-level strategic objectives and shifted PSU liquidity metric to non-GAAP adjusted free cash flow, reflecting portfolio transition (e.g., OptumRx contract expiry impact on working capital) .
- Severance Plan temporary enhancement (through Sep 21, 2025): Increased cash severance multiples and added prorated vesting to ensure management continuity during business review; reverts thereafter .
- Governance features: Double-trigger COC, minimum vesting, clawbacks, no hedging/pledging, no excise tax gross-ups; no option repricing without shareholder approval .
Say-on-Pay & Shareholder Feedback
- Support: 92% approval in 2023; 90% in 2024 .
- Engagement: Continuous outreach; transparency on severance plan amendments and accounting impacts; shareholders remained supportive of structure .
Compensation Peer Group (Benchmarking)
Comparator Group includes Abbott, Baxter, BD, McKesson, CVS, Elevance, J&J, UnitedHealth, FedEx, UPS, Kroger, Sysco, Target, Danaher, Thermo Fisher, Cencora, etc.; revenue top quintile and market cap bottom quintile versus peers .
Risk Indicators & Red Flags
- Restatement addressed under clawback with no recovery; independent analysis supported conclusions .
- Hedging/pledging prohibited; mitigates misalignment risks .
- No employment agreements; severance subject to broad restrictive covenants and clawbacks .
- No excise tax gross-ups; disciplined COC economics .
Equity Ownership & Alignment — Additional Details
| Item | FY 2024 detail | FY 2025 detail |
|---|---|---|
| Option holdings at FYE | 2016: 3,139 @ $83.19 (exp. 8/15/2026); 2017: 5,534 @ $66.43 (exp. 8/15/2027) | None outstanding |
Employment Start & Tenure
Appointment to current role: March 2019; tenure at company 18 years as of fiscal 2025 .
Investment Implications
- Alignment: Mayer far exceeds stock ownership requirements (10.9–12x), owns 26–27k shares, and continues to realize and defer equity, signaling sustained alignment and potential near-term selling pressure around vest dates, but subject to 100% net share retention until guideline compliance and insider trading windows .
- Pay for performance: Annual and PSU programs tie directly to earnings growth, liquidity, and TSR, with strong recent PSU outcomes (212% for FY23–25) and disciplined negative discretion on bonuses; this supports incentive-driven execution and investor confidence .
- Retention risk: Retirement eligibility and substantial unvested equity, combined with temporary severance enhancements through Sep 2025, reduce near-term risk; post-2025 reversion to lower severance multiples and removal of prorated vesting could modestly increase separation friction but maintain shareholder-friendly posture .
- Trading signals: Upcoming RSU tranches (Aug 2025/26/27) and PSU settlements create periodic liquidity events; policies prohibit pledging/hedging, and 100% net share retention until guideline compliance mitigates misalignment risks .