Robert W. Azelby
CARDINAL HEALTHAbout Robert W. Azelby
Independent director of Cardinal Health since 2024; age 57. Former President & CEO of Eliem Therapeutics (2020–2023), with 30+ years of biopharma leadership across Amgen, Juno, Alder, and Eliem. Education: BA in Economics and Religious Studies (University of Virginia) and MBA (Harvard Business School). Initial CAH board service effective March 1, 2024; independence determined under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eliem Therapeutics, Inc. | President & CEO | 2020–2023 | Led biotech focused on neuronal excitability disorders; corporate governance, operations, finance, and regulatory compliance experience. |
| Alder BioPharmaceuticals, Inc. | President & CEO | 2018–2019 | CEO of clinical-stage biopharma in migraine prevention. |
| Juno Therapeutics, Inc. | EVP & Chief Commercial Officer | 2015–2018 | Commercial leadership at cell therapy company. |
| Amgen Inc. | Senior commercial roles | 2000–2015 | 15 years in various commercial roles at global biopharma. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| ADC Therapeutics SA | Director | Since 2023 | Audit; Compensation. |
| Autolus Therapeutics plc | Director | Since 2024 | Audit; Nominating & Governance. |
| Terns Pharmaceuticals, Inc. | Director | Since Feb 2025 | Compensation. |
| Chinook Therapeutics, Inc. | Former Director | 2023 | — (past role) |
| Immunomedics, Inc. | Former Director | 2020 | — (past role) |
| Clovis Oncology, Inc. | Former Director | 2018–2022 | — (past role) |
| Eliem Therapeutics, Inc. | Former Director | 2020–2023 | — (past role) |
Board Governance
- Committee assignments: Audit Committee member; Risk Oversight Committee member (2025). Risk Oversight Committee member since joining the board (2024).
- Independence: Board determined Mr. Azelby is independent; also affirmatively determined at appointment.
- Attendance: Board held 7 meetings in FY2025; each director attended ≥75% of Board/committee meetings; average attendance >96%. FY2024 had 41 Board/committee meetings; overall attendance exceeded 99%.
| Committee | Role | FY2024 | FY2025 |
|---|---|---|---|
| Audit | Member | — | Member; 6 meetings. |
| Risk Oversight | Member | Member | Member; 5 meetings. |
Fixed Compensation
- CAH director program (effective Nov 15, 2025): Annual cash retainer $125,000 (prior $120,000); annual RSUs $210,000 (prior $200,000). Committee chair retainers increased to $25,000–$30,000; non-executive Chair additional $125,000 cash + $125,000 RSUs. RSUs vest in one year; dividend equivalents accrue and pay at vest; change-of-control vesting accelerates unless qualifying replacement award is granted.
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $40,192 | $120,000 |
| Stock Awards ($) | $142,466 | $199,953 |
| All Other Compensation ($) | — | $2,000 (matching gift) |
| Total ($) | $182,658 | $321,953 |
Performance Compensation
- CAH non-management directors do not receive performance-based equity; awards are time-based RSUs.
- Executive PSU program context (pay-for-performance signal):
- PSU cycle FY2022–FY2024 payout 144% after +20% TSR modifier (92nd percentile vs S&P 500 Health Care Index).
- PSU cycle FY2023–FY2025 payout 212% after +20% TSR modifier (TSR finished in 100th percentile).
| PSU Cycle | Payout (% of Target) | TSR Modifier/Percentile |
|---|---|---|
| FY2022–FY2024 | 144% | +20% at 92nd percentile |
| FY2023–FY2025 | 212% | +20%; 100th percentile |
Other Directorships & Interlocks
- Current public boards: ADC Therapeutics (Audit; Compensation), Autolus Therapeutics (Audit; Nominating & Governance), Terns Pharmaceuticals (Compensation).
- CAH policy limits Audit Committee members to service on ≤2 other public company audit committees unless the Governance & Sustainability Committee determines no impairment; 2025 director capacity review affirmed compliance for nominees.
Expertise & Qualifications
- Financial expertise; healthcare expertise; operations; regulatory/legal/public policy; international experience.
- Brings executive leadership across biopharma and specialty pharma; board service adds governance and strategic oversight depth.
Equity Ownership
- Unvested RSUs outstanding as of June 30, 2025: 1,730 shares.
- Director stock ownership guidelines: 5x annual cash retainer; directors must retain 100% of net after-tax shares until guidelines met.
- Hedging/pledging: Prohibited for directors and executives.
Governance Assessment
- Strengths: Independent status; dual service on Audit and Risk Oversight enhances financial and compliance oversight; attendance standards met; director comp mix emphasizes equity retainer with one-year vesting; ownership guidelines and anti-hedging/pledging policy support alignment.
- Watchpoints: Concurrent service on two external audit committees while on CAH’s Audit Committee is at CAH’s policy limit; Governance & Sustainability Committee annually reviews capacity and affirmed compliance for 2025 nominees.
- Related-party exposure: No related person transactions disclosed for Mr. Azelby at appointment; 2024 proxy reported no related person transactions since July 1, 2023 (Masimo transactions pertain to another director).
- Shareholder signaling: Strong say-on-pay support (90% in 2024) and robust PSU outcomes indicate constructive pay-for-performance environment under the Compensation Committee’s oversight.