Nancy Killefer
CARDINAL HEALTHAbout Nancy Killefer
Independent director since 2015; age 71. Former Senior Partner at McKinsey & Company (Public Sector Practice), and former Assistant Secretary for Management, CFO, and COO at the U.S. Department of Treasury. Currently chairs Cardinal Health’s Human Resources & Compensation Committee and serves on the Governance & Sustainability Committee; the Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company, Inc. | Senior Partner; Founder and Managing Partner, Public Sector Practice; member of firm’s governing board | 1992–2013; Public Sector Practice 2007–2013 | Advised healthcare and consumer organizations on strategy, marketing, brand; leadership roles and governance experience |
| U.S. Department of Treasury | Assistant Secretary for Management; CFO; COO | 1997–2000 | Financial oversight and public policy expertise |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Certara, Inc. | Director | Since 2021 | Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee |
| Meta Platforms, Inc. | Director | Since 2020 | Chair, Audit and Privacy Committee |
| Natura &Co Holding S.A. | Director (Past) | 2020–2023 | Not disclosed |
Board Governance
- Committee assignments: Chair, Human Resources & Compensation Committee; Member, Governance & Sustainability Committee .
- Committee activity: Compensation Committee met 6 times; Governance & Sustainability met 5 times in fiscal 2025 .
- Attendance: Board held 7 meetings; each director attended ≥75% of Board and committee meetings; overall average attendance >96% across 31 total meetings. All then-current directors attended the annual meeting of shareholders .
- Independence: Board determined Ms. Killefer is independent under NYSE standards and committee service rules .
- Engagement and evaluation: Board and committees meet regularly in executive session; annual formal Board evaluation facilitated by an outside party; ongoing feedback process throughout the year .
Fixed Compensation
| Fiscal 2025 Director Pay (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $140,000 |
| Stock Awards (RSUs grant-date fair value) | $199,953 |
| All Other Compensation | $0 |
| Total | $339,953 |
| Compensation Elements | Amount before Nov 15, 2025 | Amount on/after Nov 15, 2025 |
|---|---|---|
| Annual cash retainer | $120,000 | $125,000 |
| Annual RSUs (grant-date value) | $200,000 | $210,000 |
| Committee chair additional annual retainer – Compensation Committee | $20,000 | $25,000 |
- RSU vesting and features: Director RSUs vest one year from grant (or next annual meeting, if earlier); dividend equivalents accrue and are payable upon vesting; unvested director RSUs fully vest upon change of control unless the director continues on the surviving entity’s board with a qualifying replacement award; directors may defer cash retainers (DCP) and defer receipt of RSU shares until termination from Board service .
Performance Compensation
| Program Element | Metric | Weight | Notes |
|---|---|---|---|
| Fiscal 2025–2027 PSUs (executive program overseen by Comp Committee) | Sum of adjusted non-GAAP diluted EPS CAGR + average annual dividend yield | 70% | Company-level PSUs under 2021 LTIP; settle in shares post-performance period |
| Fiscal 2025–2027 PSUs | Non-GAAP adjusted free cash flow | 20% | Cash flow performance measure |
| Fiscal 2025–2027 PSUs | “Our Path Forward” goals | 10% | Strategic/employee engagement goals |
| Modifier | TSR vs S&P 500 Health Care Index | ± | Relative TSR modifier applied to PSU payout |
- Equity grant practices: Annual equity awards approved around August; no backdating; grants not timed with disclosures; no new stock options or option-like instruments granted currently; FY2025 equity run rate 0.39% .
- Pay-for-performance signal: FY23–25 PSUs settled at 212% based on over-performance of financial goals, with a +20% TSR modifier for 100th percentile TSR vs S&P 500 Health Care Index; three-year TSR 235.5% vs 9.4% for the index; 2024 say-on-pay approval 90% .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None. During FY2025, no CAH executive served as a director or comp committee member of another entity where an executive of that entity served on CAH’s Board or Compensation Committee. Note: Michelle Brennan served as interim CEO of Masimo from Sept 24, 2024 to Feb 12, 2025 and did not serve on the Compensation Committee during that period; CAH notes ordinary-course transactions with Masimo in “Related Person Transactions” .
- Independence: Board annually assesses independence; Ms. Killefer determined independent for Board and committee service .
Expertise & Qualifications
- Board Leadership; Financial Expertise; Healthcare Expertise; Regulatory/Legal/Public Policy experience, based on >30 years of strategic leadership in public and private sectors (McKinsey Public Sector Practice leadership; U.S. Treasury CFO/COO) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Additional RSUs/PSUs |
|---|---|---|---|
| Nancy Killefer | 26,557 | <1%* | 0 |
- Unvested RSUs held as of June 30, 2025: 1,730 shares .
- Ownership guidelines: Directors must own 5x their cash retainer; counted shares include common, unvested RSUs, and vested but deferred RSUs/PSUs; must retain 100% of net after-tax shares from equity awards until compliant .
- Hedging/pledging: Policy prohibits hedging or pledging by directors and executive officers .
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee with clear oversight of performance-based pay structures and clawback policy; strong Board/committee attendance; robust governance practices including outside-facilitated evaluations; prohibition on hedging/pledging; “double trigger” change-of-control provisions and minimum vesting under 2021 LTIP; director equity grants as RSUs aligning with shareholder interests .
- Alignment signals: Director pay mix includes meaningful equity ($199,953 RSUs in FY2025); stock ownership guidelines strengthen alignment; no option grants for directors; company TSR outperformance and 90% say-on-pay support signal investor confidence during her committee leadership period .
- Watch items: Modest increases to director cash retainer, RSU grant values, and committee chair fees effective Nov 15, 2025 reflect market adjustments; Governance & Sustainability Committee annually reviews outside board commitments and confirms compliance, mitigating overboarding risk .
- RED FLAGS: None identified for Ms. Killefer in FY2025—no related-person transactions disclosed for her; independence affirmed; attendance strong at the aggregate level; company policies prohibit hedging/pledging and excise tax gross-ups; no repricing of underwater options .