Patricia A. Hemingway Hall
CARDINAL HEALTHAbout Patricia A. Hemingway Hall
Independent director at Cardinal Health (CAH) since 2013; age 72. Former President and CEO of Health Care Service Corporation (HCSC), the largest U.S. mutual health insurer; began her career in nursing and brings deep healthcare delivery, insurance, and policy expertise. Skills include board leadership, financial expertise, healthcare, regulatory/public policy, and information technology/cybersecurity/AI oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Service Corporation (HCSC) | President & CEO | 2008–2016 | Led large multi-state Blue Cross and Blue Shield plans; expertise in payment models, regulatory frameworks, and industry transformation |
| Health Care Service Corporation (HCSC) | President & COO | 2007–2008 | Oversight of operations and strategy |
| Health Care Service Corporation (HCSC) | EVP, Internal Operations | 2006–2007 | Developed expertise in regulatory compliance, finance, IT, and human capital management |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ManpowerGroup, Inc. | Director (Past) | 2011–2025 | Served on Governance & Sustainability and Audit Committees |
| Halliburton Company | Director (Past) | 2019–2022 | Board service disclosed; committee detail not provided in CAH proxy |
Board Governance
- Committee assignments: member, Governance & Sustainability Committee; member, Human Resources and Compensation Committee .
- Independence: Board determined Ms. Hemingway Hall is independent under NYSE standards, including for committee service .
- Attendance: Board held 7 meetings in FY2025; 31 total Board and committee meetings. Each director attended ≥75% of meetings; overall average attendance exceeded 96% .
- Committee dynamics and chairs (context): Governance & Sustainability chaired by Michelle M. Brennan; Human Resources and Compensation chaired by Nancy Killefer; Audit chaired by David C. Evans; Risk Oversight chaired by Sheri H. Edison .
- Executive sessions: Independent directors meet in executive session regularly without CEO or management present .
Fixed Compensation
| Component (Fiscal 2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $140,000 |
| Stock Awards ($) | $199,953 (RSUs under 2021 LTIP) |
| All Other Compensation ($) | $2,000 (matching gift program) |
| Total ($) | $341,953 |
Program structure (for non-management directors):
- Annual cash retainer: $120,000 before Nov 15, 2025; $125,000 on/after Nov 15, 2025 .
- Annual RSUs: $200,000 before Nov 15, 2025; $210,000 on/after Nov 15, 2025; RSUs vest one year from grant or by next annual meeting and settle in common shares; dividend equivalents accrue and pay on vest .
- Committee chair retainers (cash): Audit $25,000→$30,000; Compensation $20,000→$25,000; Governance & Sustainability $20,000→$25,000; Risk Oversight $20,000→$25,000 (effective Nov 15, 2025) .
- Deferrals: Directors may defer cash retainers (DCP) and defer receipt of vested RSU shares until termination from Board service .
Performance Compensation
| Equity Award Terms (Director RSUs) | Detail |
|---|---|
| FY2025 Stock Awards (RSUs, fair value) | $199,953 |
| Unvested RSUs (as of June 30, 2025) | 1,730 shares |
| Vesting schedule | RSUs vest in one year or at next annual meeting; settle in common shares |
| Dividend equivalents | Accrue and paid upon vest |
| Change-of-control | Unvested RSUs fully vest upon change-of-control unless director continues on surviving entity’s board with qualifying replacement award |
| Deferral elections | Cash retainers and RSU share settlement may be deferred per DCP/equity plan |
Other Directorships & Interlocks
- Compensation Committee interlocks: Ms. Hemingway Hall served on CAH’s Compensation Committee in FY2025. The company disclosed no related relationships requiring Item 404 disclosure for Compensation Committee members in FY2025, other than interim employment of Michelle Brennan at Masimo (not related to Ms. Hemingway Hall) .
- Related-party transactions: Since July 1, 2024, no transactions >$120,000 involving related persons were disclosed for Ms. Hemingway Hall; Audit Committee oversight applies per policy .
Expertise & Qualifications
- Board leadership and governance experience; financial expertise; healthcare sector leadership; regulatory/public policy experience; IT/cybersecurity/AI oversight .
- CAH Board skills matrix shows strong coverage across Board in these areas .
Equity Ownership
| Ownership (as of Sept 8, 2025) | Detail |
|---|---|
| Common shares beneficially owned | 28,585; includes RSUs that may settle within 60 days per SEC rules |
| Ownership % of outstanding shares | Less than 1% (‘*’ in table) |
| Additional RSUs/PSUs (not settling within 60 days) | 2,612 |
| RSUs counted in beneficial ownership within 60 days | Included pursuant to SEC rules (Board-wide footnote) |
Stock ownership policies:
- CAH maintains stock ownership guidelines for directors and executive officers; hedging/pledging of company stock by directors and executive officers is prohibited .
Governance Assessment
- Independence and attendance: Clear independence determination and strong attendance culture (≥75% for each director; 96% average), reducing governance risk .
- Committee engagement: Active roles on Governance & Sustainability and Compensation—committees central to board composition, succession, ESG oversight, executive pay, and human capital management .
- Conflicts and related-party exposure: No related-person transactions disclosed for Ms. Hemingway Hall; Compensation Committee interlocks disclosure raises no red flags for her .
- Director pay alignment: Balanced cash retainer and annual RSUs; policy features include clawbacks for executives, no hedging/pledging, and no excise tax gross-ups upon change of control (executive program), supporting shareholder-friendly governance. Directors may defer compensation, and RSUs vest on a one-year cycle; change-of-control protections are conditioned on continued service at surviving entity .
- Shareholder oversight signals: Say-on-pay support at 90% in 2024 indicates investor endorsement of compensation practices overseen by the Compensation Committee . Board conducts third-party facilitated annual evaluations and rotates committee leadership, strengthening board effectiveness .
- Refreshment: Mandatory retirement age of 75 and ongoing refreshment strategy; Ms. Hemingway Hall is age 72, suggesting succession planning considerations in medium term .
RED FLAGS: None disclosed specific to Ms. Hemingway Hall (no pledging, no related-party transactions, no attendance concerns) .