Sudhakar Ramakrishna

About Sudhakar Ramakrishna

Independent director of Cardinal Health since March 7, 2025; Age 57. He is President and CEO of SolarWinds (since 2021) with 25+ years in cybersecurity, enterprise software, and IT infrastructure. Education: B.E. in Computer Science and Engineering (Osmania University), M.S. in Computer Science (Kansas State University), and Master of Management (Northwestern University) .

Past Roles

External Roles

Board Governance

• Committee assignments (as of Sept. 15, 2025): Audit Committee member; Risk Oversight Committee member .
• Appointment: Elected to the Board effective March 7, 2025; appointed to Audit and Risk Oversight at election .
• Independence: Board determined he is independent under NYSE standards, including for committee service. Board considered his employment at an organization doing ordinary-course business with Cardinal Health; amounts were below the greater of $1 million or 1% of either party’s consolidated revenues, preserving independence .
• Attendance: In FY2025, the Board held 7 meetings and there were 31 total Board and committee meetings; each director attended ≥75% of applicable meetings; overall average attendance exceeded 96% .
• Committee meeting cadence and scope:
  • Audit Committee met 6 times; oversees financial reporting, internal and disclosure controls, independent auditor, internal audit, major financial and IT/cyber risks, and ERM processes .
  • Risk Oversight Committee met 5 times; oversees ethics and compliance, product quality and safety, legal and regulatory compliance (including controlled substance distribution risks), data privacy/security (coordinated with Audit), and evaluates Chief Legal & Compliance Officer performance .
• Onboarding: Governance & Sustainability Committee used a third-party search firm; Ramakrishna identified via this process and elected in March 2025 .

Fixed Compensation

• Program structure (non-management directors): Cash annual retainer and time-based RSUs; no meeting fees; additional retainers for committee chairs; independent Chair receives additional cash and RSUs. Effective Nov. 15, 2025, amounts increased to target median peer levels .

• FY2025 actual (joined March 7, 2025): Fees earned in cash $38,219; Stock awards (RSUs) $134,272; Total $172,491. Includes initial RSU grant on March 15, 2025 .

• Administrative features: Directors may defer cash retainers and the settlement of RSUs; RSUs vest after one year (or at next annual meeting if earlier) and settle in shares; unvested RSUs fully vest upon change of control unless a qualifying replacement award is provided and continued service is requested .

Performance Compensation

• Non-management directors do not receive performance-based bonuses or PSUs at Cardinal Health; equity is granted as time-based RSUs under the 2021 LTIP .
• Clawbacks/forfeiture context: The company maintains Dodd-Frank–compliant clawback for covered executives and forfeiture provisions under the 2021 LTIP for misconduct; insider trading policy prohibits hedging and pledging by directors and officers .

Other Directorships & Interlocks

• Potential conflicts and related-party exposure: At appointment, no transactions requiring Item 404(a) disclosure for Ramakrishna. The Board considered his employment at an organization doing ordinary-course business with Cardinal Health; amounts did not exceed the greater of $1 million or 1% of either party’s revenues; independence affirmed .

Expertise & Qualifications

• Cybersecurity, information technology, and AI/governance experience; extensive enterprise software and IT infrastructure background .
• Financial and operating experience as a sitting CEO with global oversight of IT operations, infrastructure modernization, and operational resilience .
• Education: B.E. (Osmania), M.S. (Kansas State), Master of Management (Northwestern) .

Equity Ownership

• As of September 8, 2025; directors’ beneficial ownership includes shares over which they have voting or investment power within 60 days; “Additional RSUs and PSUs” reflect awards not counted as beneficially owned common shares .
• Stock ownership guidelines: Directors must own shares equal to 5x the cash retainer; shares counted include common shares, unvested RSUs, and vested but deferred RSUs/PSUs; unexercised options and unvested PSUs do not count. Directors must retain 100% of net after-tax shares until meeting guidelines .
• Hedging/pledging: Prohibited for directors and officers; no holding in margin accounts or pledging permitted .

Governance Assessment

• Strengths for investor confidence:

  • Independent director with deep cybersecurity/IT expertise, aligned with board oversight of cyber and AI risks; assignments to Audit and Risk Oversight committees leverage domain experience .
  • Strong board processes: thorough third-party search; annual capacity review; independent committee structures; high overall attendance (96%+), supporting board effectiveness .
  • Director pay structure emphasizes equity RSUs with one-year vesting and robust ownership/retention policies; prohibitions on hedging/pledging; use of independent compensation consultant (Korn Ferry) .
  • Say-on-pay support (90% in 2024) indicates broader shareholder alignment on compensation governance .

• Risk indicators and mitigants:

  • Ordinary-course business between Cardinal Health and Ramakrishna’s employer was reviewed; amounts under materiality thresholds; independence affirmed, mitigating conflict concerns .
  • Sitting-CEO time demands considered within annual outside commitments review; Governance & Sustainability Committee affirmed compliance with guidelines for 2025 nominees .
  • Controlled substance distribution risk and legal/compliance oversight are robustly addressed through the Risk Oversight Committee, where he serves; coordination with Audit supports comprehensive risk coverage .

• RED FLAGS: None identified specific to Ramakrishna in Cardinal Health filings; no related-person transactions requiring disclosure; hedging/pledging prohibited .