Michelle M. Brennan
CARDINAL HEALTHAbout Michelle M. Brennan
Independent director at Cardinal Health (CAH) since 2022; age 60. Former senior executive at Johnson & Johnson with deep healthcare, regulatory, manufacturing, product quality, strategy, finance, and global market experience. Currently Chair of CAH’s Governance & Sustainability Committee and member of the Human Resources & Compensation Committee; served as interim CEO of Masimo from September 24, 2024 to February 12, 2025, and is a current director and board chair at Masimo. Determined independent; Board considered her Masimo role and related-party exposure and affirmed independence following the end of her Masimo employment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Global Value Creation Leader | 2019–2020 | Led value creation initiatives across J&J businesses |
| Johnson & Johnson (EMEA) | Company Group Chair, Medical Devices | 2015–2018 | Senior leadership across EMEA; operations, quality, regulatory |
| Johnson & Johnson | President, Enterprise Standards & Productivity | 2014–2015 | Enterprise process/standards, productivity |
| Johnson & Johnson | Worldwide President, Ethicon Energy | 2012–2014 | Surgical energy product leadership |
| Johnson & Johnson (EMEA, Mediterranean, Iberia) | Regional President, Ethicon Endo Surgery | 2010–2012 | Regional operations leadership |
| Johnson & Johnson | WW VP, Business Development & Strategy, Ethicon Endo Surgery | 2007–2009 | Corporate development and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masimo Corporation | Board Chair; Interim CEO (Sep 24, 2024–Feb 12, 2025) | Director since 2023 | Chairs Nominating, Compliance & Corporate Governance Committee; executive leadership during interim CEO period |
| Coupa Software Incorporated | Director | 2020–2023 | Chair, Nominating & Corporate Governance; Audit Committee member |
Board Governance
- Committee assignments and leadership:
- Governance & Sustainability Committee: Chair; 5 meetings in FY2025
- Human Resources & Compensation Committee: Member; 6 meetings in FY2025
- Board attendance: Seven Board meetings in FY2025; each director attended ≥75% of Board/committee meetings; overall average attendance >96% across 31 total Board and committee meetings .
- Independence: Board determined Brennan is independent under NYSE standards; independence reaffirmed after her Masimo employment ended (see conflicts section) .
- Board leadership: Independent Chairman, independent committee chairs; governance refreshment and rotating chairs; Brennan appointed Governance & Sustainability Committee Chair in 2025 .
Fixed Compensation
| Compensation Element | Amount (Pre-Nov 15, 2025) | Amount (On/After Nov 15, 2025) | Notes |
|---|---|---|---|
| Annual cash retainer | $120,000 | $125,000 | Paid quarterly in cash |
| Annual RSU grant (non-management directors) | $200,000 | $210,000 | RSUs vest in ~1 year; dividend equivalents accrue and pay on vesting; settle in shares; full vesting upon change of control unless continuing service with qualifying replacement award |
| Committee chair retainers (Gov & Sustainability) | $20,000 | $25,000 | Audit +$25k→$30k; Comp +$20k→$25k; Risk +$20k→$25k |
| Non-executive Board Chair additional retainer | $125,000 | $125,000 | Plus additional RSUs $125,000 |
| Deferred compensation election (director DCP) | Available | Available | May defer cash retainers and RSU settlements; paid in cash per election upon termination |
Director-level FY2025 actual compensation for Brennan:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Michelle M. Brennan | 120,000 | 199,953 | — | 319,953 |
Performance Compensation
Company executive incentive metrics overseen by the Compensation Committee (Brennan member; not serving during interim Masimo CEO period):
Annual cash incentive (FY2025) program structure:
| Metric | Weight | FY2025 Notes |
|---|---|---|
| Adjusted non-GAAP operating earnings (enterprise) or segment profit (for segment CEOs) | 65% | Segment CEOs weighted 80% segment profit/20% enterprise earnings |
| Non-GAAP adjusted free cash flow | 15% | Target $1,405M; lower than FY2024 due to OptumRx unwind and extra Monday (disbursement impact) |
| Strategic business objectives | 10% | Quantitative segment/enterprise objectives |
| Our Path Forward (leader capability trainings) | 10% | Target completion 97.0%–98.5% |
FY2025 annual incentive outcomes (illustrative corporate/segment results):
| Group | Calculated Payout (% of Target) | Final Payout (% of Target) |
|---|---|---|
| Corporate function (CEO, CFO, CLO) | 140% | 136% (negative discretion to fund broad bonus pool) |
| GMPD segment | 83% | 80% (negative discretion) |
| Pharma segment | 134% | 130% (negative discretion) |
Long-term PSUs (Fiscal 2025–2027 grant metrics and weights):
| Metric | Weight | Modifier |
|---|---|---|
| Sum of adjusted non-GAAP diluted EPS CAGR + average annual dividend yield | 70% | — |
| Non-GAAP adjusted free cash flow | 20% | — |
| Our Path Forward (engagement scores) | 10% | — |
| Relative TSR vs S&P 500 Health Care Index | — | ±20% (no upward adj if absolute TSR negative) |
PSU performance (Fiscal 2023–2025 cycle certified in Aug 2025):
| Component | Actual Performance | Weighted Impact |
|---|---|---|
| EPS CAGR + Dividend Yield | EPS CAGR 17.6%; dividend yield 2.9% | 140 pp (205% of target) |
| Cost savings | 137% of target | 27 pp |
| Our Path Forward | 96% of target | 10 pp |
| Payout before TSR modifier | 177% | — |
| Relative TSR modifier | 100th percentile vs S&P 500 Health Care Index (+20%) | — |
| Final PSU payout | 212% of target | — |
Say-on-Pay support: 90% votes cast “FOR” in 2024; shareholder outreach in Summer 2025 affirmed support for program design .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Transaction Detail |
|---|---|---|---|
| Masimo Corporation | Chair of Board; Interim CEO (9/24/2024–2/12/2025) | Chairs Nominating, Compliance & Corporate Governance | CAH purchases Masimo products under pre-existing, arm’s-length contract; payments ~$76M from 7/1/2024 through 2/12/2025; approved under CAH Related Person Transactions Policy; Brennan was not involved in commercial discussions; independence affirmed after her Masimo employment ended |
| Coupa Software Incorporated | Former Director | Chair, Nominating & Corporate Governance; Audit Committee | No related-party transactions disclosed with CAH |
Expertise & Qualifications
- Board leadership, financial expertise, healthcare expertise, operations, regulatory/legal/public policy, international experience (as mapped in nominee skills) .
- Brings senior leadership credentials from J&J across compliance, manufacturing operations, product quality, strategy, finance, and global markets; governance insights from Masimo (chair) and prior Coupa board/audit roles .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Common shares beneficially owned | 7,019 | As of September 8, 2025 |
| RSUs counted within “beneficially owned” (may settle within 60 days) | 1,730 | For non-management directors, outstanding RSUs within 60 days are included; Brennan 1,730 |
| Unvested RSUs (aggregate shares underlying unvested RSUs) | 1,730 | As of June 30, 2025 |
| Additional RSUs/PSUs not settling within 60 days | 0 | As of September 8, 2025 |
Stock ownership guidelines: Directors required to own 5× cash retainer; dividend equivalents accrue and pay on vesting for RSUs; hedging/pledging prohibited for directors and officers under CAH insider trading policy .
Board Governance
| Committee | Role | Meetings (FY2025) | Key Oversight Areas |
|---|---|---|---|
| Governance & Sustainability | Chair | 5 | Board composition/succession; governance practices; sustainability strategy/disclosures; political/lobbying oversight; annual Board evaluation |
| Human Resources & Compensation | Member | 6 | CEO/exec pay; succession; equity/incentive plans; HCM strategy; risk assessment; consultant oversight |
| Board Attendance | — | 7 Board meetings | Each director ≥75%; overall average >96%; total Board+committee meetings 31 |
| Independence | — | — | Brennan independent (NYSE); Board considered Masimo role and affirmed independence post-employment |
| Shareholder engagement | — | — | Chairman and management engaged holders representing 32% of shares; director participation 30% |
Compensation Committee Analysis
- Composition (as of FY2025): Brennan (member except during Masimo interim CEO), Killefer (Chair), Hemingway Hall, Kenny, Mundkur, Musslewhite; no interlocks requiring disclosure beyond Brennan’s temporary Masimo CEO service (with recusal from committee) .
- Independent consultant: Korn Ferry; fees $298,000 for executive/director comp consulting; additional services to management $450,317; Committee determined Korn Ferry independent and without conflicts .
- Comparator group: Broad healthcare, logistics, and retail peers (e.g., McKesson, CVS, UnitedHealth, UPS, FedEx, Thermo Fisher); CAH revenue top quintile; market cap bottom quintile .
- Clawbacks and policies: Dodd-Frank compliant clawback policy; additional plan clawbacks for misconduct; insider trading policy prohibits hedging/pledging .
Related Party Transactions (Conflict Risk)
- CAH–Masimo commercial relationship: ~$76M product purchases (7/1/2024–2/12/2025), ordinary course, arm’s-length; Audit Committee approval per policy; Brennan not involved; independence affirmed post-interim CEO period .
- Related Person Transactions Policy: Audit Committee pre-approves/ratifies transactions >$120,000 involving related persons; considers materiality, significance, and independence impacts .
Director Compensation Structure: Year-over-Year and Mix
| Year/Effective Date | Cash Retainer ($) | RSU Grant ($) | Committee Chair Add’l ($) | Notes |
|---|---|---|---|---|
| FY2025 actual (Brennan) | 120,000 | 199,953 | — (no chair fees reflected in FY2025 table) | Governance chair role appointed in 2025; composition as of Sep 15, 2025 shows Brennan as Chair |
| Effective Nov 15, 2025 | 125,000 | 210,000 | Governance Chair: 25,000 | Program adjusted to median of comparator group |
Say‑On‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 90% “FOR” .
- Summer 2025 outreach: Discussed strategy, governance, compensation, sustainability; director participation 30% of outstanding shares engaged .
Risk Indicators & Red Flags
- Potential conflict: Interim CEO at Masimo while CAH was a significant distributor of Masimo products; mitigants include Audit Committee approval, recusal from commercial matters, and independence determination after employment ended (monitor ongoing arm’s‑length terms) .
- Director capacity: Governance Committee annually reviews outside commitments; 2025 nominees compliant with CAH guidelines limiting outside boards; Brennan chairs Governance at CAH and at Masimo (watch load, but affirmed compliant) .
- Alignment policies: No hedging/pledging; RSUs time-vested; director ownership guideline 5× retainer (disclosure of individual compliance not provided) .
Governance Assessment
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Strengths:
- Chair of Governance & Sustainability; proactive refreshment, Board evaluations with third‑party facilitation; rotating committee chairs; robust shareholder engagement .
- Independent status affirmed; clear related‑party review and controls; compensation program with rigorous performance metrics and clawbacks; strong say‑on‑pay support .
- Attendance strong across Board/committees; comprehensive oversight of risk (Audit and Risk Oversight coordination) .
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Watch‑outs:
- Masimo interlock given CAH’s distribution relationship (ensure continued Audit Committee oversight; monitor any changes in commercial terms and Brennan’s ongoing recusal from related discussions at either company) .
- Director stock ownership guideline compliance not individually disclosed; beneficial ownership modest in absolute shares (context: RSUs included within 60-day count), but policy emphasizes alignment; confirm ongoing accumulation vs guideline benchmark in future proxies .
-
Overall read‑through:
- Brennan’s governance leadership and healthcare operating pedigree strengthen Board effectiveness and oversight of sustainability and strategy; the Masimo interlock was handled with formal controls and independence re‑affirmation, reducing conflict risk though still meriting monitoring by investors.