Sheri H. Edison
CARDINAL HEALTHAbout Sheri H. Edison
Sheri H. Edison, 68, is an independent director of Cardinal Health and has served on the Board since 2020. She chairs the Risk Oversight Committee and serves on the Governance and Sustainability Committee; her background includes senior legal and operating roles in medical devices and packaging (Amcor, Bemis, Hill‑Rom), with board‑relevant strengths in legal/regulatory compliance, enterprise risk management, IT/cyber/AI oversight, and international operations; she also serves on Union Pacific’s board (Chair of Corporate Governance/Nominating/Sustainability and member of Compensation & Talent) . The Board classifies her as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Amcor plc | EVP & General Counsel | 2019 – 2021 | Global packaging; strategic and operational legal leadership |
| Bemis Company, Inc. | SVP, Chief Legal Officer & Secretary | 2017 – 2019 | Global packaging; transition through Amcor acquisition |
| Bemis Company, Inc. | VP, General Counsel & Secretary | 2010 – 2016 | Enterprise legal, governance and compliance leadership |
| Hill‑Rom Holdings Inc. | SVP & Chief Administrative Officer | 2007 – 2010 | Medical device operations and corporate functions |
| Hill‑Rom Holdings Inc. | VP, General Counsel & Secretary | 2004 – 2007 | Legal, regulatory and governance leadership |
| Private legal practice | Attorney | Early career | Foundation in commercial and regulatory matters |
External Roles
| Organization | Role | Committees | Tenure |
|---|---|---|---|
| Union Pacific Corporation | Independent Director | Chair: Corporate Governance, Nominating & Sustainability; Member: Compensation & Talent | Since 2021 |
Board Governance
| Committee | Role | FY2025 Meetings | Primary Oversight Focus |
|---|---|---|---|
| Risk Oversight | Chair | 5 | Ethics & compliance; product quality & safety; legal/regulatory compliance; anti‑bribery/anti‑corruption; data privacy/security; coordinates with Audit on compliance delineation |
| Governance & Sustainability | Member | 5 | Board succession, composition and evaluations; governance practices; sustainability strategy & disclosure; political/lobbying oversight |
| Audit | (See note) | 6 | Financial reporting, internal controls, auditor oversight, IT & cybersecurity risk oversight; committee “financial experts” designated (Evans, Johri) . Note: Audit Committee Report lists Edison among members during FY2025 (submitted Aug 5, 2025), indicating service during the year; composition as of Sept 15, 2025 does not include her . |
| Attribute | Disclosure |
|---|---|
| Independence | Board determined Edison is independent under NYSE standards (including committee independence) |
| Attendance | Each director attended ≥75% of Board/committee meetings; overall average attendance >96% across 31 total meetings in FY2025 |
| Years of service | Director since 2020 |
| Engagement expectations | Board annually reviews outside commitments; 2025 nominees affirmed compliant with outside board guidelines |
Fixed Compensation
| Program Element | Amount before Nov 15, 2025 ($) | Amount on/after Nov 15, 2025 ($) |
|---|---|---|
| Annual cash retainer (non‑employee directors) | 120,000 | 125,000 |
| RSU grant value (annual) | 200,000 | 210,000 |
| Committee Chair additional cash retainers – Audit | 25,000 | 30,000 |
| Committee Chair additional cash retainers – Compensation | 20,000 | 25,000 |
| Committee Chair additional cash retainers – Governance & Sustainability | 20,000 | 25,000 |
| Committee Chair additional cash retainers – Risk Oversight | 20,000 | 25,000 |
| Non‑exec Chairman: additional cash retainer | 125,000 | 125,000 |
| Non‑exec Chairman: additional RSUs | 125,000 | 125,000 |
| FY2025 Director Compensation – Sheri H. Edison | Amount ($) |
|---|---|
| Fees earned/paid in cash | 140,000 |
| Stock awards (RSUs) – grant date fair value | 199,953 |
| All other compensation | — |
| Total | 339,953 |
Directors may defer cash retainers and RSU settlement under the Deferred Compensation Plan; matching gift program available (not included unless ≥$10,000) .
Performance Compensation
| Element | Value/Amount | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant (FY2025) | 199,953 | RSUs vest in one year from grant (or by next annual meeting date if earlier); settle in shares; dividend equivalents accrue | |
| Unvested RSUs held (as of 6/30/2025) | 1,730 shares | Time‑based | Aggregate unvested for Edison as disclosed |
| Change of control | — | All unvested director RSUs fully vest upon change of control unless director continues on successor board and receives qualifying replacement award |
| Performance Metrics tied to Director Equity | Detail |
|---|---|
| None (time‑based RSUs only) | No performance metrics disclosed for director equity; company does not currently grant options/SARs |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict with CAH |
|---|---|---|
| Union Pacific Corporation | Independent Director; Chair CGNS; Member Compensation & Talent | No related‑party transactions disclosed involving Edison; Board independence affirmed |
Related‑party review: Company reports no related‑person transactions since July 1, 2024 except a pre‑existing commercial relationship with Masimo (tied to another director), approved by Audit Committee; none involve Edison .
Expertise & Qualifications
- Board leadership; healthcare industry expertise; operations; regulatory/legal/public policy; international; IT/cybersecurity/AI experience .
- Prior executive leadership and general counsel roles across medical devices/packaging; private practice experience .
Equity Ownership
| Security/Measure | Amount | As‑of Date | Notes |
|---|---|---|---|
| Common shares beneficially owned | 13,781 | Sept 8, 2025 | Less than 1% of class |
| Additional RSUs/PSUs (table column) | 0 | Sept 8, 2025 | As shown in ownership table column |
| RSUs included within beneficial ownership (settle ≤60 days) | 9,712 shares | Sept 8, 2025 | Included in “beneficially owned” per footnote |
| Unvested RSUs outstanding | 1,730 shares | June 30, 2025 | As of fiscal year‑end |
Policies and alignment:
- Stock ownership guidelines require directors to own five times their cash retainer; directors must retain 100% of net shares from equity until in compliance .
- Insider trading policy prohibits hedging, short sales, derivatives, and prohibits executive officers/directors from pledging or holding Company shares in margin accounts .
Say‑on‑Pay & Shareholder Feedback (context)
| 2025 Annual Meeting (Nov 5, 2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 168,382,554 | 17,271,117 | 1,513,298 | 21,102,067 |
Governance Assessment
- Board effectiveness and fit: Edison’s legal, regulatory, and enterprise risk background is well‑matched to her role as Risk Oversight Committee Chair overseeing compliance, quality/safety, anti‑bribery/anti‑corruption, and data privacy/security (with Audit coordination), a central risk area for a healthcare distributor . Independence affirmed; governance guidelines enforce capacity limits and the Board attested nominee compliance; attendance across the Board was strong (>96% average), with each director ≥75% .
- Alignment and incentives: Director pay split reflects a balanced cash/equity mix (FY2025 cash $140k; RSUs ~$200k), with one‑year vesting and strict anti‑hedging/pledging—supportive of alignment without undue risk‑taking; director pay levels were increased effective Nov 15, 2025 to track median of comparator group .
- Conflicts/related‑party: No related‑person transactions disclosed involving Edison; ownership is de minimis relative to shares outstanding; hedging/pledging prohibited; no pledges disclosed .
- Signals for investors: Edison’s chairmanship of Risk Oversight and cross‑industry governance role at Union Pacific (CGNS Chair) suggest strong governance orientation and risk oversight capability; company‑wide say‑on‑pay support (see counts above) indicates stable investor sentiment on compensation governance during the period .
RED FLAGS: None identified related to Edison (no related‑party transactions, no pledging/hedging, attendance thresholds met). Watch item: Board approved increases to director cash/equity retainers and chair fees effective Nov 15, 2025; while calibrated to peer median, it raises the guaranteed component—monitor mix vs. peer median and equity weighting in future cycles .