Form 4: Cardinal Health Executive Disposes Shares for Tax Obligations; Grants Power of Attorney for SEC Filings
Insider Transaction Report
Stephen M. Mason, CEO of Cardinal Health's GMPD Segment, reported the disposition of 5,694 common shares to satisfy tax withholding obligations, while also granting a Limited Power of Attorney for future SEC reporting.
Summary
- Stephen M. Mason, CEO, GMPD Segment of Cardinal Health Inc. (CAH), reported a disposition of 5,694 common shares.
- The transaction occurred on June 30, 2025.
- The shares were disposed of at a price of $167.18 per share, reflecting the closing price on the prior business day.
- This disposition was for the purpose of satisfying tax withholding obligations of the reporting person in connection with the deferred settlement of performance share units.
- Following this reported transaction, Stephen M. Mason directly beneficially owns 34,977 common shares.
- A Limited Power of Attorney was executed by Stephen M. Mason on April 30, 2025, authorizing specific individuals to prepare and file SEC Forms 3, 4, 5, and 144 on his behalf.
- The authorized attorneys-in-fact include Jessica L. Mayer, James E. Barnett, Laura C. Dhaliwal, Amanda Pashi, Julie Gilbert, and any duly appointed Corporate Secretary of Cardinal Health, Inc.
Sentiment
Score: 5
Explanation: The document reports a routine insider transaction for tax purposes and a standard corporate governance action (Power of Attorney), neither of which inherently indicates positive or negative sentiment regarding the company's performance or outlook.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This Form 4 filing represents a routine insider transaction, specifically a disposition of shares to cover tax obligations arising from equity compensation. Such transactions are common across all industries for executives and employees who receive performance share units or other forms of equity-based compensation.
Comparison to Industry Standards
- The disposition of shares to satisfy tax withholding obligations (often referred to as 'sell-to-cover') is a standard and widely accepted practice for executives receiving equity compensation across all industries, including the healthcare and pharmaceutical distribution sectors where Cardinal Health operates.
- This type of transaction is a common mechanism for managing the tax implications of vested equity awards, aligning with typical compensation structures for senior leadership in publicly traded companies.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | Stephen M. Mason granted a Limited Power of Attorney to several individuals, including Jessica L. Mayer, James E. Barnett, Laura C. Dhaliwal, Amanda Pashi, Julie Gilbert, and any Corporate Secretary of Cardinal Health, Inc. This authorizes them to prepare, execute, and file SEC Forms 3, 4, 5, and 144 on his behalf. | 04/30/2025 | This delegation streamlines the process for timely and accurate SEC filings related to Stephen M. Mason's beneficial ownership, ensuring compliance with Section 16(a) of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933. It is a standard practice for corporate executives to facilitate regulatory compliance. |
Stakeholder Impact
- Shareholders: Minimal direct impact, as this is a routine tax-related share disposition by an executive and does not reflect a change in company fundamentals or strategic direction. It is a common occurrence for executives with equity compensation.
- Employees: No direct impact on employees is indicated by this filing.
- Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.
Key Dates
| Date | Description |
|---|---|
| 04/30/2025 | Date Stephen M. Mason executed the Limited Power of Attorney for SEC reporting purposes. |
| 06/30/2025 | Date of the reported transaction where 5,694 common shares were disposed of for tax withholding obligations. |
Keywords
Cardinal Health, CAH, Form 4, insider transaction, share disposition, tax withholding, Stephen M. Mason, performance share units, SEC filing, corporate governance, power of attorney
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