Stephen M. Mason
Chief Executive Officer, Global Medical Products and Distribution Segment at 
CARDINAL HEALTH
CARDINAL HEALTHExecutive
About Stephen M. Mason
Stephen M. Mason is Chief Executive Officer of Cardinal Health’s Global Medical Products and Distribution (GMPD) segment, a role he has held since August 2019; he is 54 and has 26 years of tenure at the company . In fiscal 2025, Cardinal Health delivered strong enterprise performance including non-GAAP operating earnings of $2.8B (+15% YoY) and 3-year total shareholder return of 235.5% versus 9.4% for the S&P 500 Health Care Index, while GMPD segment profit rose 47% after returning to profitability in fiscal 2024—demonstrating execution against the GMPD Improvement Plan under Mason’s leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardinal Health | CEO, GMPD segment | Aug 2019–present | Led GMPD Improvement Plan; segment profit +47% in FY25 after returning to profitability in FY24 |
| Cardinal Health | President, at-Home Solutions (former Medical segment) | Sep 2016–Aug 2019 | Built home-focused capabilities within Medical; experience foundational for GMPD execution |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $695,959 | $721,038 | $741,932 |
| Target Annual Incentive (% of Salary) | — | 100% | 100% |
| All Other Compensation ($) | $20,735 | $16,150 | $51,650 |
Notes: FY24 and FY25 annual incentive targets are disclosed at 100% of salary; FY23 target % not disclosed in available filings.
Performance Compensation
Annual Incentive – Structure and FY2025 Outcomes (GMPD)
| Metric | Weight | Threshold | Target | Maximum | Actual vs Target | Weighted Impact |
|---|---|---|---|---|---|---|
| GMPD Adjusted Segment Profit (earnings measure component) | 10 pp | — | — | — | 72% | 10 pp |
| Adjusted non-GAAP Operating Earnings (enterprise) | 16 pp | — | — | — | 106% | 16 pp |
| Non-GAAP Adjusted Free Cash Flow | 30 pp | — | — | — | 189% | 30 pp |
| Strategic Business Objectives (Brand revenue growth; service levels; safety) | 12 pp | — | — | — | 117% | 12 pp |
| Our Path Forward (leader capability training completion) | 15 pp | 97.0–98.5% completion for target | Target | 150% cap | 150% | 15 pp |
| Total calculated payout | — | — | — | — | 83% | — |
| Committee discretion (final payout) | — | — | — | — | 80% of target | — |
Annual incentive payout amounts:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Non-Equity Incentive Paid ($) | $521,969 | $627,303 (107% for Pharma; 87% for GMPD) | $593,545 (80% for GMPD) |
Long-Term Incentives – Design, Grants, and Vesting
| Component | Design | FY 2025 Target Grant ($) | FY 2025 Mix |
|---|---|---|---|
| PSUs | 3-year performance on sum of adjusted non-GAAP diluted EPS CAGR + average dividend yield; non-GAAP adjusted FCF; Our Path Forward; with relative TSR modifier vs S&P 500 Health Care Index | $1,950,000 | 60% PSUs |
| RSUs | Time-based vesting ratably over 3 years | $1,300,000 | 40% RSUs |
PSU payout – Fiscal 2023–2025 cycle:
| Metric | Result |
|---|---|
| EPS CAGR + Dividend Yield | 17.6% EPS CAGR; 2.9% average dividend yield (payout driver) |
| Cost Savings/FCF and OPF measures | Above targets |
| Relative TSR modifier | 100th percentile; +20% modifier |
| Final PSU payout | 212% of target |
| Mason’s shares earned | 54,537 vs 25,725 target |
FY2025 vesting and outstanding awards:
| Award Type | Unvested Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| RSUs | 26,614 | $4,471,152 | 14,157 (Aug 15, 2025); 8,441 (Aug 15, 2026); 4,016 (Aug 15, 2027) |
| PSUs (unearned) | 130,503 total (23–25, 24–26, 25–27 cycles) | $21,924,504 (assumes max per SEC rules) | August payouts following performance periods |
Multi-year stock awards recognized:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards ($) | $3,184,155 | $5,973,322 (includes $2,888,482 incremental accounting expense due to temporary severance amendment) | $3,357,917 |
Equity Ownership & Alignment
| Policy/Metric | FY 2024 | FY 2025 |
|---|---|---|
| Stock Ownership Guideline (Segment CEO) | 4x base salary | 4x base salary |
| Mason Actual Ownership Multiple | 5.0x ($3,914,057 value) | 6.7x ($4,986,321 value) |
| Beneficial Common Shares Owned | — | 4,671 |
| Additional RSUs/PSUs counted (60-day window) | — | 21,414 |
| Hedging/Pledging | Prohibited for executives/directors | Prohibited for executives/directors |
| Deferred Shares (activity FY25) | Contributions $1,516,891; withdrawals $2,361,576; DCP balance $556,588 | — |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (non-COC, involuntary without cause) | Through Sep 21, 2025: 1.75x salary+target bonus; prorated annual bonus; prorated vesting of RSUs/PSUs (PSUs subject to actual performance); health premiums up to 18 months; outplacement up to $25,000 |
| Post-Sep 21, 2025 (non-COC) | Reverts to 1.5x salary+target bonus; no prorated vesting (unless retirement eligible per LTIP) |
| Change of Control (double trigger) | 2.0x salary+target bonus; prorated annual bonus (greater of target or actual); health premiums; outplacement |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation after Oct 2, 2023 per SEC/NYSE rules; contractual forfeiture for misconduct in MIP/LTIP |
| Clawback application | FY24 10-K revision analyzed; no recovery required as payouts reflected corrected results; no misconduct found |
| Hedging/Pledging policy | Prohibits short sales, derivatives, margin accounts, and pledging by executives/directors |
| Confidentiality/Business Protection | Agreement effective Aug 16, 2019 (Executive: Stephen M. Mason) |
FY2025 termination values (illustrative):
| Scenario | Total ($) |
|---|---|
| Involuntary without cause (non-COC) | $22,213,285 |
| Death/Disability | $27,137,588 |
| Qualifying termination post-COC (double trigger) | $30,170,649 |
Investment Implications
- Pay-for-performance alignment: Annual bonus paid at 80% of target for GMPD vs 136% corporate, reflecting targeted accountability to segment results; PSUs paid 212% based on robust EPS CAGR, dividend yield, and top-decile TSR, tying Mason’s equity outcomes directly to long-term shareholder value creation .
- Ownership and retention: Mason exceeds stock ownership guidelines (6.7x vs 4x), signaling alignment; substantial unvested RSUs and PSUs with scheduled vesting over 2025–2027 suggest continued retention incentives and potential trading activity around August vest dates; hedging/pledging prohibited reduces misalignment risk .
- Severance/change-of-control economics: Temporary enhancement through Sep 2025 (1.75x) reverts thereafter (1.5x), with double-trigger 2.0x under COC; no excise tax gross-ups and strong clawback regime mitigate shareholder-unfriendly features, while prorated vesting under the amendment bolstered continuity during strategic review .
- Execution track record: GMPD profit growth (+47% in FY25) after FY24 profitability recovery indicates momentum in Mason’s segment, though prior impairment at GMPD (FY24) highlights historical execution risk; incentive scorecards include operational service/safety metrics aimed at sustaining improvement .