Cerner executives and Board of Directors provide leadership for one of the leading companies in health care information technology.
Below is a summary of our Board committee structure and membership information. To read more about any of the Board committees, click on committee names in the table below. To learn more about Directors, click on the individual's name in the table.
Committee Member | Audit Committee | Compensation Committee | Nominating, Governance & Public Policy Committee |
Finance & Strategy Committee |
---|---|---|---|---|
Gerald E. Bisbee Jr., Ph.D., M.B.A. | Member | - | Member | - |
Mitchell E. Daniels, Jr., J.D. | Member | - | Chairperson | - |
Julie L. Gerberding, M.D., M.P.H. | - | Member | Member | - |
Elder Granger, M.D. | Member | - | Member | - |
John J. Greisch, M.B.A. | Member | - | - | Chairperson |
Melinda J. Mount, M.B.A. | Chairperson | - | - | Member |
George A. Riedel, M.B.A. | - | Member | Member | Member |
Halsey Wise, M.B.A. | - | Chairperson | - | Member |
William D.
Zollars
(Chairman of the Board) |
Member | Member | Member | Member |
Audit Committee Members:
Cerner Corporation Audit Committee Charter
I. PURPOSE
The Audit Committee (the "Committee") is appointed by the Board to assist the Board in monitoring: a) the integrity of the financial statements of the Corporation; b) the independent registered public accounting firm's qualifications and independence; c) the performance of the Corporation's internal audit function and independent registered public accounting firm; and, d) the compliance by the Corporation with legal and regulatory requirements.
The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter. These responsibilities are in addition to those duties set out for a member of the Board.
II. COMPOSITION
The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors as defined in: (a) Nasdaq Rule 5605(a)(2) , and, (b) Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") adopted thereunder, all as may be amended from time to time.
All members of the Committee shall be capable of reading and understanding fundamental financial statements, including the Corporation's balance sheet, income statement and cash flow statement. At least one member of the Committee shall: (a) have past employment experience in accounting or finance, requisite professional certification in accounting or any comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, and, (b) qualify as an "audit committee financial expert" as defined by the Commission in Item 407(d)(5) of Regulation S-K, as amended from time to time. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee.
The members of the Committee shall be elected by the Board at the annual organizational meeting upon the recommendation of the Nominating, Governance & Public Policy Committee. Unless a Chair is recommended by the Nominating, Governance & Public Policy Committee and elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee shall meet with representatives of the Corporation's internal auditing group and the Corporation's independent registered public accounting firm in separate executive sessions. The Committee may request any officer or employee of the Corporation or the Corporation's outside counsel or independent registered public accounting firm to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
IV. RESPONSIBILITIES AND DUTIES
The Committee has sole authority and direct responsibility to appoint, compensate, evaluate, retain, replace and oversee the work of the independent registered public accounting firm for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Corporation. The independent registered public accounting firm will report directly to the Committee and will, in all respects, be accountable to the Committee. Accordingly, the Committee shall have direct responsibility to:
In fulfilling its duties and responsibilities, the Committee shall:
In conjunction with the Committee's review of financial statements and reports, the Committee shall:
In fulfilling its duties and responsibilities, the Committee shall from time to time, as it determines:
In fulfilling its duties and responsibilities, the Committee shall:
Adopted by the Audit Committee and Board on Directors on March 10, 2000,
Revised by the AC and Board on April 11, 2003, May 26 & 27, 2005, May 22 & 23, 2008,
December 9 & 10, 2008, May 26- 27, 2011, May 17 & 18, 2012, and May 23-24, 2013, March 5, 2014, March 7, 2019,
and March 19,2020.
Compensation Committee Members:
Compensation Committee Charter:
I. PURPOSE; COMPOSITION
The Compensation Committee is appointed by the Board of Directors of Cerner Corporation (the “Corporation”) primarily to review and approve the Corporation’s compensation policies and practices, establish compensation for Directors, evaluate the Corporation’s Chief Executive Officer’s performance and establish compensation accordingly, review and approve the total compensation of the Corporation’s Section 16 Officers, review and approve executive Performance-Based Compensation Plan targets and earned payouts and equity stock grants to the Corporation’s Section 16 Officers and adopt and approve major changes in the Corporation’s benefit plans and compensation philosophy. The Compensation Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section II of this Charter. These responsibilities are in addition to those duties set out for a member of the Board.
The Compensation Committee must be comprised of at least two members. Each member of the Compensation Committee must be a member of the Board of Directors and must otherwise be independent as defined in (i) Section 10C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and (ii) NASDAQ Rule 5605(a)(2), all as may be amended from time to time. In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Corporation which is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Corporation to such director; and (ii) whether such director is affiliated with the Corporation, a subsidiary of the Corporation or an affiliate of a subsidiary of the Corporation. At least two members of the Compensation Committee shall qualify as "non-employee" directors within the meaning of Rule 16b-3 under the Exchange Act.
The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating, Governance & Public Policy Committee. One member of the Compensation Committee shall be appointed as Committee Chairman by the Board. Compensation Committee members may be replaced by the Board.
II. RESPONSIBILITIES AND AUTHORITY
Cerner’s Board of Directors established the charter for the Compensation Committee by delegating to the Committee the authority to:
Notwithstanding the foregoing, the Compensation Committee need not conduct an independence assessment for a compensation adviser that acts in a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Corporation, and that is available generally to all salaried employees; or (b) providing information that either is not customized for a particular issuer or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.
The Compensation Committee shall be directly responsible for the appointment, compensation, and oversight of the work of such advisers. The Corporation will provide for appropriate funding, as determined by the Compensation Committee as a committee of the Board, for payment of compensation to any advisors employed by the Compensation Committee.
III. MEETINGS
The Compensation Committee shall meet as often as may be deemed necessary or appropriate, with a target of at least two meetings annually. As part of its job to foster open communication, the Compensation Committee shall meet with representatives of the Corporation’s human resources group on a regular basis. The Compensation Committee may request any officer or associate of the Corporation or the Corporation’s outside counsel to attend a meeting of the Compensation Committee or to meet with any members of, or consultants to, the Compensation Committee.
IV. ADDITIONAL MATTERS
Notwithstanding any provision in this Charter to the contrary, if, based on applicable transition relief guidance from the Internal Revenue Service, the Corporation is eligible to take advantage of the "performance-based compensation" exception to Internal Revenue Code Section 162(m) for a written binding contract in effect on November 2, 2017, the Compensation Committee, or a sub-committee thereof, may compose itself solely of individuals qualifying as “outside directors" within the meaning of Internal Revenue Code Section 162(m) as in effect on December 31, 2017.
To the extent permitted by and consistent with applicable law, the rules of the Nasdaq Global Stock Market and the provisions of the applicable equity-based plans, as amended from time to time, the Compensation Committee may delegate authority to individual Compensation Committee members, or such subcommittees as the Compensation Committee deems appropriate and shall review the actions of all such individuals or subcommittees as appropriate. To the extent permitted by and consistent with applicable law, the rules of the Nasdaq Global Select Market and the provisions of the applicable equity-based plans, the Committee may delegate to one or more officers of the Company the power to grant equity awards pursuant to such equity-based plans to associates (i.e. employees) of the Company or any subsidiary of the Company who are not directors or Section 16 Officers of the Company or to administer other provisions of such plans.
Adopted by the Compensation Committee on May 19, 1997,
Revised by the CC on December 3, 1998,
Revised by the CC and the Board of Directors on
January 21, 2000, December 5 & 6, 2002, March 8 & 9, 2005,
May 22, 2008 and March 8 & 9, 2011, February 28 & March 1, 2013, March 5, 2014, November 30, 2015, March
1,
2018, March 9, 2019
Nominating, Governance & Public Policy Committee Members:
Nominating, Governance & Public Policy Committee Charter:
I. PURPOSE
The Nominating, Governance & Public Policy Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Cerner Corporation (the “Corporation”), and the Committee’s primary functions are to: (i) review and evaluate the size, composition, effectiveness and compensation of the Board; (ii) identify, recommend and recruit potential new candidates for nomination to the Board and make recommendations with respect to committee membership and rotation practices; (iii) oversee the Corporation’s environmental, social and corporate governance policies and practices; and (iv) periodically review current and emerging political, corporate citizenship and public policy issues that may affect the business operations, performance or public image of the Corporation. The Committee’s goal is to assure that the composition, practices and operation of the Board contribute to value creation and effective representation of the Corporation’s shareholders and to foster Cerner’s commitment to operate its business in a manner consistent with the changing demands of society.
II. COMPOSITION
The Committee shall be comprised of two (2) or more directors as determined by the Board, each of whom shall be independent directors as defined by the Nasdaq Stock Market. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. The Chair shall preside at each meeting.
III. MEETINGS
The Committee shall meet as often as may be deemed necessary or appropriate, with a target of at least two (2) meetings annually. The Committee may invite any person to its meetings as it deems appropriate to assist it in performing its responsibilities.
IV. RESPONSIBILITIES AND DUTIES
In furtherance of its purpose, the specific responsibilities of the Committee shall be to:
V. SUBCOMMITTEES
To the extent permitted by the Corporation’s bylaws, applicable law and the rules of the Nasdaq Stock Market, as amended from time to time, the Committee may delegate authority to individual Committee members or such subcommittees as the Committee deems appropriate and shall review the actions of all such individuals or subcommittees as appropriate.
VI. ADEQUACY OF CHARTER
The Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.
Adopted by the NG&PP Committee and the Board of Directors on March 24, 2003,
Most recently revised by the NG&PP Committee and the Board on September 9, 2021
Finance & Strategy Committee Members:
Finance & Strategy Committee:
The Finance & Strategy Committee coordinates and oversees management’s review of our Company’s operational efficiency and margin expansion efforts and capital deployment strategy, including, acquisitions, divestitures and strategic investments, taking into consideration the Company’s risk profile and the potential impact of any recommended changes on the Company’s business model, strategic plan and ability to meet commitments to clients. The Finance & Strategy Committee shall be comprised solely of members of the Board who qualify as "independent directors" as defined by Nasdaq listing standards.
When the positions of Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of Cerner Corporation (the “Company”) are separate and the Chairman is an independent director (as defined under Nasdaq listing standards) (an “Independent Director”), the Chairman will have the authorities, duties and responsibilities described herein.
I. Summary.
The Chairman of the Board is accountable to, and reports to, the Board for the fulfillment of the responsibilities of the Chairman as outlined in the Company's bylaws and these Independent Chairman Responsibilities. S/he is responsible for ensuring that the members of the Board are aware of and fulfill their governance responsibilities, comply with applicable laws and regulations, conduct Board business effectively and efficiently and are accountable for their performance.
II. Authorities, Duties and Responsibilities.
The Chairman will have the following authorities, duties, and responsibilities:
Agenda Setting Process/Materials and Resources
Corporate Governance
Liaison/Leadership Role
Feedback and Review
Miscellaneous
III. Appointment and Removal.
The Chairman will be appointed annually, upon the recommendation of the Nominating, Governance & Public Policy Committee, by a majority of the directors present at any meeting at which there is a quorum and will serve until his or her successor is duly appointed and qualified, or until his or her earlier removal or resignation or such time as he or she is no longer an Independent Director. The Chairman may be removed or replaced at any time by a majority of the directors present at any meeting at which there is a quorum.
IV. Annual Review.
The Nominating, Governance and Public Policy Committee, in consultation with the Chairman, will periodically review the adequacy of these responsibilities and delegated authorities and recommend to the Board any modifications or changes for approval by the full Board.
Adopted by the Board of Directors September 9, 2021
When the positions of Chief Executive Officer and Chair of the Board of Directors (the “Board”) of Cerner Corporation (the “Company”) are combined or the Chair is not an independent director (as defined under Nasdaq listing standards) (an “Independent Director”), the Independent Directors will appoint an Independent Director to serve as the Lead Independent Director with the authorities, duties and responsibilities described in these Lead Independent Director Guidelines (the “Guidelines”).
I. Authorities, Duties and Responsibilities.
The Lead Independent Director will have the following authorities, duties, and responsibilities:
Agenda Setting Process/Materials and Resources
Corporate Governance
Liaison/Leadership Role
Feedback and Review
Miscellaneous
II. Qualifications.
In designating a director to serve in the capacity of Lead Independent Director, the Independent Directors and the Nominating, Governance and Public Policy Committee of the Board (in making any recommendation with respect to the Lead Independent Director) may consider any and all factors they deem appropriate, which may include the following:
III. Appointment and Removal.
The Lead Independent Director will be appointed by a majority of the Independent Directors and will serve until his or her successor is duly appointed and qualified, or until his or her earlier removal or resignation or such time as he or she is no longer an Independent Director. The Lead Independent Director may be removed or replaced at any time by a majority of the Independent Directors.
IV. Annual Review.
The Nominating, Governance and Public Policy Committee of the Board, in consultation with the Lead Independent Director, will periodically review the adequacy of these Guidelines and recommend to the Board any modifications or changes for approval by the Board.
Adopted by the Board of Directors May 29, 2019
For 40 years, we’ve worked at the intersection of healthcare and information technology to connect people and systems around the world. It’s our mission to relentlessly seek breakthrough innovation that will shape healthcare of tomorrow.
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Cerner executives and Board of Directors provide leadership for one of the leading companies in healthcare information technology.
We are devoted to improving the quality of life for everyone we serve. We seek to enhance communities through the development of healthy and educated individuals.
We applaud the accomplishments of our clients and associates.
We strive to align our supplier relationships to extend, enable, and maximize the benefits our clients derive from Cerner solutions.
The Board of Directors at Cerner has the responsibility to oversee management for the benefit of its owners, the shareholders. Corporate governance is one of the most important ways the Board carries out those oversight duties.
Cerner is transforming the healthcare of tomorrow through responsible innovation. We respect and encourage the perspectives of every person, value our diversity, act with integrity and diligently deliver on our commitments.
Diversity, equity and inclusion is core to our mission. Our associates make up diverse teams from across the globe, bringing unique perspectives to their work to deliver smart solutions that improve the future of healthcare.
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