Robert W. Musslewhite
CARDINAL HEALTHAbout Robert W. Musslewhite
Robert W. Musslewhite (age 55) is an independent director of Cardinal Health, elected March 7, 2025, with deep healthcare technology, data analytics, and strategic consulting experience; he holds an Economics degree from Princeton and a J.D. from Harvard Law School . He joined the Board in 2025 and brings CEO-level operating experience across Optum (UnitedHealth Group), The Advisory Board Company, and Definitive Healthcare, along with public-company board governance expertise at CoStar Group (Compensation Committee Chair; Capital Allocation Committee member) . The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Definitive Healthcare Corp. | Chief Executive Officer | 2022–2024 | Led post-IPO growth strategy and healthcare commercial intelligence scaling |
| OptumInsight / Optum360 / Optum Analytics (UnitedHealth Group) | Chief Executive Officer | 2017–2021 | Led healthcare technology divisions; operational leadership and data-driven strategy |
| The Advisory Board Company | Chairman & Chief Executive Officer | 2008–2017 | Led healthcare consulting; public company governance experience |
| McKinsey & Company | Associate Principal | Prior to Advisory Board (dates not disclosed) | Corporate strategy and operations background |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CoStar Group, Inc. | Director | Since 2020 | Chair – Compensation Committee; Member – Capital Allocation Committee |
| Private Equity Firm (unnamed) | Advisor | Current | Advisory role (no committee disclosures) |
| Prior: Definitive Healthcare Corp. | Director | 2021–2024 | Board service (past) |
| Prior: The Advisory Board Company | Director | Tenure not separately disclosed | Board service (past) |
| Prior: Evolent Health, Inc. | Director | Past (dates not specified) | Board service (past) |
Board Governance
- Committee assignments (current as of Sept 15, 2025): Human Resources & Compensation Committee (member); Risk Oversight Committee (member). Initially appointed to Audit and Human Resources & Compensation Committees upon election (March 7, 2025) .
- Committee meeting cadence FY2025: Audit (6); Human Resources & Compensation (6); Governance & Sustainability (5); Risk Oversight (5) .
- Independence: Board determined Mr. Musslewhite is independent under NYSE and Exchange Act rules .
- Attendance and engagement: The Board held seven meetings in FY2025; each director attended at least 75% of Board and committee meetings; average attendance exceeded 96% and all then-current directors attended the prior annual meeting .
- Board evaluation and executive sessions: Formal annual external facilitator-led evaluations; Board and committees meet regularly in executive session without management .
Fixed Compensation
| Compensation Element | Amount before Nov 15, 2025 ($) | Amount on and after Nov 15, 2025 ($) |
|---|---|---|
| Annual cash retainer | 120,000 | 125,000 |
| RSUs (annual grant value) | 200,000 | 210,000 |
| Committee chair additional retainers – Audit | 25,000 | 30,000 |
| Committee chair additional retainers – Compensation | 20,000 | 25,000 |
| Committee chair additional retainers – Governance & Sustainability | 20,000 | 25,000 |
| Committee chair additional retainers – Risk Oversight | 20,000 | 25,000 |
| Non-executive Chairman – additional cash retainer | 125,000 | 125,000 |
| Non-executive Chairman – additional RSUs | 125,000 | 125,000 |
Director Compensation – FY2025 (Musslewhite):
| Item | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 38,219 | Prorated; joined March 7, 2025 |
| Stock awards (RSUs) | 134,272 | Includes initial RSU grant made March 15, 2025 |
| All other compensation | — | — |
| Total | 172,491 | — |
Program features:
- RSUs vest one year from grant (or on next annual meeting date, if earlier); dividend equivalents accrue and pay on vest; directors may defer cash retainers and/or RSU settlement; unvested RSUs vest on change-of-control unless director continues with qualifying replacement award .
Performance Compensation
| Award Type | Grant Date | Shares | Vesting | Fair Value / Source |
|---|---|---|---|---|
| Initial RSU | Mar 15, 2025 | 1,049 | One year from grant per director RSU terms | Included in FY2025 stock awards $134,272 |
| Annual RSU (post-joining) | Nov 5, 2025 | 1,067 | One year from grant per director RSU terms | Form 4 (non-open market award); value not disclosed in Form 4 |
Notes: Director equity awards are time-based RSUs; no performance metrics are tied to director compensation. Vested shares must be retained until stock ownership guidelines are met .
Other Directorships & Interlocks
| Company | Relationship to CAH | Interlock / Related Party Exposure |
|---|---|---|
| CoStar Group, Inc. | No disclosed business with CAH | No related person transactions requiring disclosure for Musslewhite; broadly, Compensation Committee interlocks disclosed none for FY2025 (except Brennan’s temporary role at Masimo) |
| Prior boards (Definitive Healthcare; The Advisory Board; Evolent Health) | Historical; no current CAH transactions disclosed | No CAH-related transactions noted for Musslewhite at time of appointment |
Expertise & Qualifications
- Board-relevant skills: Financial expertise; healthcare expertise; operations; regulatory/legal/public policy; IT/cybersecurity/AI; board leadership .
- Education: Economics (Princeton); J.D. (Harvard Law School) .
- CEO-level operating background with data-driven strategy and product scaling in healthcare technology .
Equity Ownership
| Holder | Common Shares Beneficially Owned (as of Sept 8, 2025) | Percent of Class | Additional RSUs/PSUs |
|---|---|---|---|
| Robert W. Musslewhite | 0 | * | 1,049 |
Policies and alignment:
- Stock ownership guidelines: Directors are required to own five times the annual cash retainer; counted holdings include common shares, unvested RSUs, vested deferred RSUs/PSUs; executives and directors must retain 100% of net after-tax shares until compliant .
- Hedging/pledging: Prohibited for directors and executive officers; no margin or pledging of company stock .
Insider transactions (Form 4):
| Date | Type | Shares | Source |
|---|---|---|---|
| Mar 15, 2025 | Stock award (RSU grant) | 1,049 | SEC Form 4 index |
| Nov 5, 2025 | Stock award (RSU grant) | 1,067 | SEC Form 4 XML and summary |
Governance Assessment
- Committee fit and expertise: Musslewhite’s healthcare data/analytics background and CEO experience align with Human Resources & Compensation oversight and risk/compliance focus in Risk Oversight; initial Audit appointment underscores financial oversight capability, though final FY2025 committee composition reflects HR & Compensation and Risk Oversight memberships .
- Independence and attendance: Independent under NYSE/SEC; FY2025 Board/committee attendance strong (each director ≥75%; average >96%), supporting investor confidence in oversight discipline .
- Compensation mix and alignment: Director pay structure is balanced between fixed cash retainers and equity RSUs; 2025 increases to retainers and RSU values took effect November 15, 2025, targeted to median peers; RSU vesting and ownership-retention requirements promote alignment; no meeting fees; change-of-control treatment includes vesting protections with replacement award condition .
- Ownership and trading signals: As a new director, holdings are primarily unvested RSUs; two Form 4 stock awards in 2025 (initial and annual) indicate ongoing equity alignment; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts and interlocks: Company disclosed no related person transactions for Musslewhite at appointment; Compensation Committee interlocks in FY2025 did not include Cardinal Health executives serving reciprocally on other entities’ boards/comp committees, mitigating conflict risk .
- Shareholder signals: Strong historical say‑on‑pay support (92% in 2023; 90% in 2024) and proactive engagement reflect constructive governance posture, indirectly supportive of board effectiveness .
RED FLAGS: None disclosed for Musslewhite specifically—no related party transactions; independence affirmed; attendance thresholds met; hedging/pledging prohibited. Monitor evolving committee roles and any future external engagements per CAH’s capacity guidelines .