Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)


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Soliciting Material Pursuant to §240.14a-12

CERNER CORPORATION
(Name of Registrant as Specified In Its Charter)

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April 11, 2022

Cerner shareholders:

I am pleased to invite you to the 2022 Annual Shareholders' Meeting of Cerner Corporation to be held on May 26, 2022 at 10:00 a.m. (CT). It remains Cerner's responsibility to help protect the health of our associates, clients, their caregivers and patients, shareholders, and our communities; and therefore, we have elected to hold our Annual Shareholders' Meeting virtually again this year. You will be able to attend the 2022 Annual Shareholders' Meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CERN2022.

Details of the business to be conducted at the Annual Shareholders' Meeting are provided in the attached Notice of Annual Shareholders' Meeting and Proxy Statement.

Over the last few decades, we've seen incredible technological advances in medicine and the systems that support it. We've made great strides in digitizing healthcare data and in building artificial intelligence and other tools to assist clinicians. Yet, these digital tools can often add confusion to an already overwhelmed system. While healthcare will remain complex, it should be more proactive, equitable, dignified and accessible.

The data exists to do this, but it's still too difficult to access. It doesn't flow easily among siloed, separate electronic health record (EHR) systems, which means it can't be viewed holistically for patient care. To truly fulfill the promise of healthcare technology, EHRs must be more open and more connected. We also must bring clinical and non-clinical data together and provide it to caregivers and administrators for more-informed decision making.

Cerner is uniquely positioned to make this goal a reality. Our role at Cerner is to enable an ecosystem of innovators and researchers by organizing healthcare data, combining it safely and securely with disparate data sources, and giving it back for users to take action. Late last year, we took a bigger leap toward accomplishing this vision with our announcement of an agreement to join Oracle as a dedicated Industry Business Unit. This is an opportunity to advance our technology strategy with Oracle's resources, infrastructure and cloud capabilities.

When we help our customers and deliver to these organizations, we can also grow our business. In 2021, we delivered solid sales growth and generated record cash flow while continuing to invest in our customers and technology. Whether or not you plan to attend the virtual Annual Shareholders' Meeting, I hope that you will vote as soon as possible. Your vote is important.

On behalf of the entire Board of Directors and management team, thank you for your continued interest in Cerner.

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David T. Feinberg, M.D.
President, Chief Executive Officer and Director






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CERNER CORPORATION
2800 ROCK CREEK PARKWAY
NORTH KANSAS CITY, MISSOURI 64117

NOTICE OF 2022 ANNUAL SHAREHOLDERS' MEETING
MAY 26, 2022

Virtual Annual Meeting of Shareholders - Online Meeting Only - No Physical Meeting Location


TO OUR SHAREHOLDERS:

The 2022 Annual Shareholders' Meeting of Cerner Corporation will be held virtually on Thursday, May 26, 2022, at 10:00 a.m. (CT), via online platform that will allow shareholders to participate. We believe the virtual annual meeting format increases our ability to engage with all shareholders, regardless of size, resources or physical location, and enables us to protect the health and safety of all attendees.

You can attend the 2022 Annual Shareholders' Meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CERN2022. Be sure to have the Control Number we have provided to you to join the meeting.

At the meeting, shareholders will be asked to vote on the following:

1.To elect Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch, Melinda J. Mount, George A. Riedel and R. Halsey Wise, each to serve until the 2023 Annual Shareholders' Meeting, or until their respective successors are duly elected and qualified (see Proposal #1);

2.To ratify the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2022 (see Proposal #2);

3.To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (see Proposal #3);

4.To approve the proposed amendments to our Third Restated Certificate of Incorporation (as amended, the "Certificate") to remove the supermajority voting standards for certain business combination transactions with interested stockholders (Proposal #4(a));

5.To approve the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal any provision of the Bylaws (Proposal #4(b));

6.To approve the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal certain provisions of the Certificate (Proposal #4(c));

7.To approve the proposed amendments to our Certificate to remove the supermajority voting standards to remove a director with cause (Proposal #4(d));
8.To approve the amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and extend the plan's term (Proposal #5);



9.To consider a shareholder proposal, if properly presented at the meeting, requesting an amendment to the Company's governing documents to give shareholders the right to call a special shareholder meeting (Proposal #6); and

10.Any other business that may properly come before the 2022 Annual Shareholders' Meeting or any postponement or adjournment thereof.

These items are more fully described in the following pages, which are made part of this notice.

Holders of record as of the close of business on Monday, March 28, 2022 (the "Record Date"), are entitled to receive notice of and to vote at the 2022 Annual Shareholders' Meeting or any adjournment or postponement of the meeting. A list of all shareholders as of the Record Date will be made available during the meeting at www.virtualshareholdermeeting.com/CERN2022.

It is important that your shares be voted at the 2022 Annual Shareholders' Meeting. Even if you plan to attend, the Board of Directors of Cerner Corporation requests that you submit your proxy in advance by telephone or the Internet or, if you have requested a paper copy of these materials, by marking, signing, dating, and promptly mailing the Proxy Card or voting instruction form in the enclosed postage prepaid envelope.

A copy of our 2021 Annual Report to Shareholders, which includes audited consolidated financial statements, is available at both www.cerner.com and www.proxyvote.com or, if you have requested a paper copy of these materials, is enclosed. The Annual Report is not part of our proxy soliciting material.

BY ORDER OF THE BOARD OF DIRECTORS,
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Daniel P. Devers
EVP, Chief Legal Officer & Secretary

You may vote your shares in advance by telephone, via the Internet or, if you requested to receive printed proxy materials, by completing, signing, dating, and mailing your Proxy Card. The proxy may be revoked at any time before your shares are voted at the meeting by submitting written notice of revocation to the Secretary of Cerner Corporation or by submitting another timely proxy before the applicable deadlines. If you attend the meeting online, you may choose to vote your shares at www.virtualshareholdermeeting.com/CERN2022 and following the instructions, and any previously submitted proxy will not be used. If you hold shares through a broker, bank or other nominee, please check the voting instructions used by that broker, bank or nominee.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Shareholders' Meeting to be held on May 26, 2022: The 2022 Proxy Statement and 2021 Annual Report to Shareholders are available at www.proxyvote.com and on www.cerner.com under "Investor Relations, Financials, Proxy Materials."




PROXY STATEMENT
TABLE OF CONTENTS

PROXY STATEMENT SUMMARY1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING7
CORPORATE GOVERNANCE AND BOARD MATTERS14
Information Concerning Directors and Nominees14
Director Independence22
Committees of the Board 22
Consideration of Director Nominees25
Board Leadership Structure and Role in Risk Oversight29
DIRECTOR COMPENSATION31
EXECUTIVE COMPENSATION33
Compensation Committee Report33
Compensation Discussion & Analysis34
Pay Ratio76
Compensation Committee Interlocks and Insider Participation78
CERTAIN TRANSACTIONS78
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT80
AUDIT-RELATED MATTERS82
Guidelines for Pre-Approval of Independent Auditor Services82
Annual Evaluation and Selection of Independent Auditors82
Audit and Non-Audit Fees83
Audit Committee Report84
ITEMS TO BE VOTED ON85
Proposal #1 Election of Directors85
Proposal #2 Ratification of the Appointment of KPMG as Independent Registered Public Accounting Firm86
Proposal #3 Advisory Vote to Approve the Compensation of our Named Executive Officers87
Proposal #4 Proposals to Eliminate Supermajority Voting88
Proposal #5 Amendment and Restatement of the 2011 Omnibus Equity Incentive Plan91
Proposal #6 Shareholder Proposal - Shareholder Right to Call Special Meeting99
SHAREHOLDER PROPOSALS102
HOUSEHOLDING OF PROXY MATERIALS103
OTHER MATTERS103
APPENDIX I - RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS104
APPENDIX II - PROPOSED FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION109
APPENDIX III - PROPOSED AMENDED AND RESTATED OMNIBUS PLAN119





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CERNER CORPORATION
2800 ROCK CREEK PARKWAY
NORTH KANSAS CITY, MISSOURI 64117

PROXY STATEMENT

2022 ANNUAL SHAREHOLDERS' MEETING
MAY 26, 2022

This Proxy Statement, which is first made available on or about April 11, 2022, is furnished to you in connection with the solicitation of proxies by the Board of Directors (the "Board") of Cerner Corporation, a Delaware corporation ("Cerner," the "Company," "us," "our" or "we"), for use at the 2022 Annual Shareholders' Meeting of the Company to be held on May 26, 2022, commencing at 10:00 a.m. (CT) (the "2022 Annual Shareholders' Meeting"). We are again holding our annual meeting solely by means of remote communication. You can attend the 2022 Annual Shareholders' Meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CERN2022. Your vote is very important. For this reason, the Board is requesting that you allow your shares of common stock, par value $0.01 per share, of the Company ("Common Stock") to be represented at the 2022 Annual Shareholders' Meeting by the persons named as proxies on the Proxy Card.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement and 2021 Annual Report before you vote.

Annual Meeting Information

Date and Time
Thursday, May 26, 2022
10:00 a.m. CT

Record Date
March 28, 2022
Replay
A recording of the meeting will be available on our website at https://investors.cerner.com/events-and-presentations and at www.virtualshareholdermeeting.com/CERN2022 following the Annual Meeting.
Location
Online via live audio webcast at
www.virtualshareholdermeeting.com/CERN2022
Attendance
You are entitled to attend the Annual Shareholders' Meeting online, vote and submit questions during the meeting by visiting
www.virtualshareholdermeeting.com/CERN2022 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your Proxy Card (if you requested printed materials), or on the instructions that accompanied your proxy materials. You will only be entitled to vote and submit questions at the Annual Shareholders' Meeting if you are a shareholder as of the close of business on March 28, 2022, the Record Date.
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Voting Roadmap

Agenda ItemBoard Recommendation
Proposal 1: Election of Directors
To elect Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch, Melinda J. Mount, George A. Riedel and R. Halsey Wise, each to serve until the 2023 Annual Shareholders' Meeting, or until their respective successors are duly elected and qualified.
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Proposal 2: Ratification of Auditors
To ratify the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2022.
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Proposal 3: Say-on-Pay
To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers.
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Proposal 4: Elimination of Supermajority Voting
4(a) To approve the proposed amendments to our Certificate to remove the supermajority voting standards for certain business combination transactions with interested stockholders.
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4(b) To approve the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal any provision of the Bylaws.
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4(c) To approve the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal certain provisions of the Certificate.
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4(d) To approve the proposed amendments to our Certificate to remove the supermajority voting standards to remove a director.
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Proposal 5: Amendment and Restatement of our Omnibus Equity Incentive Plan
To approve an amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and extend the plan's term.
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Proposal 6: Shareholder Proposal
To consider a shareholder proposal, if properly presented at the meeting, requesting an amendment to the Company's governing documents to give shareholders the right to call a special shareholder meeting.
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Director Nominees

The following table provides summary information about each director nominee:

NameAgeDirector SincePrincipal OccupationCommittee Memberships
Mitchell E. Daniels, Jr., J.D.1
732013
President, Purdue University
NG&PP2 (Chair)
Audit
Major General Elder Granger M.D., US Army (retired)1
682020
President and Chief Executive Officer, The 5Ps, LLC
Audit
NG&PP
John J. Greisch, M.B.A.1
662019
Former President and Chief Executive Officer, Hill-Rom Holdings, Inc.
Finance & Strategy (Chair)
Audit
Melinda J. Mount, M.B.A.1
622019
Former President, AliphCom, Inc. (d/b/a Jawbone)
Audit (Chair)
Finance & Strategy
George A. Riedel, M.B.A.1
642019
Former Chairman and Chief Executive Officer, Cloudmark, Inc. and Sr. Lecturer at Harvard Business School
Compensation
NG&PP
Finance & Strategy
R. Halsey Wise, M.B.A.1
572019
CEO and Chairman of AfterNext HealthTech Acquisition Corp. and Founder, Managing Director and President, Lime Barrel Advisors, Inc.
Compensation (Chair)
Finance & Strategy
1 Independent Director
2 Nominating, Governance & Public Policy Committee

Corporate Governance Highlights

Our Board believes that good corporate governance enhances shareholder value. The following are highlights of our governance practices:
9 out of 10 of our directors, including the Chairman of the Board, are independent and meet regularly in executive session.
The roles of Chief Executive Officer and Chairman of the Board are separate.
We have adopted a majority vote standard in uncontested director elections, which is supplemented by a mandatory resignation policy for directors who do not receive a majority vote.
Only independent directors are Committee members.
The Board has robust stock ownership guidelines for our directors and senior executives.
All of our Section 16 officers and directors are subject to an anti-hedging and pledging policy.
We have adopted proxy access, which allows a shareholder or a group of up to 20 shareholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials, director candidates constituting up to 20% of the number of directors currently serving on the board, subject to certain requirements under our Bylaws.
Our governing documents were amended to eliminate the classification of our Board of Directors over a three-year period. Two-thirds of our director spots (following the 2022 Annual Shareholders' Meeting) are up for election this year for a one-year term. All of our directors will be subject to annual election beginning at the 2023 Annual Shareholders' Meeting.
Board and Committee evaluations are performed annually.
30% of our directors have racial/ethnic or gender diversity.
We have an active stockholder outreach and engagement program.
None of our directors are overboarded.
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Executive Compensation Highlights

Our Compensation Committee has designed our executive compensation program to attract and retain quality executives by aligning our executives' interests with those of our shareholders, motivating our executives to achieve superior performance, and rewarding them for such performance, with the overarching goal of maximizing long-term shareholder value. To accomplish these goals, our executive compensation program emphasizes performance-based incentive compensation under our annual incentive program and long-term incentive plan payable primarily through equity grants, all of which are considered at-risk. Some of the compensation "best practices" we employ in furtherance of our philosophy include:

What We Do
What We Don't Do
We utilize stock ownership guidelines that require the retention of equity awards made to our executives and non-employee Directors.
Performance-based compensation (both cash and equity) and severance payments awarded to our NEOs during 2021 are subject to clawback.
Equity compensation awarded during 2021 is subject to "double trigger" vesting upon a change in control.
We engage a fully independent compensation consultant who utilizes a peer group, which is approved by our Compensation Committee, for evaluating Company pay practices.
The majority of NEO compensation is equity-based, with half of equity awards being performance-based and all equity awards being denominated and settled in shares.
The relative total shareholder return ("TSR") portions of our performance-based equity requires 55th percentile performance for target awards to be earned; further, payouts are capped at target if our absolute TSR is negative over the measurement period.
We have an Equity-based Grant Policy which ensures grant dates will be outside of trading blackout periods except for new hires and as specifically approved by the Compensation Committee.
We utilize multiple performance metrics in our performance-based compensation to mitigate risk and create alignment with shareholder long-term interests.
We regularly review risks associated with compensation.
Our Section 16 officers and directors are prohibited from entering into hedging transactions or pledging more than 50% of stock acquired from the Company without express approval.
We do not pay tax gross-ups on severance payments.
We do not permit annual CEO compensation to exceed three times that of the next highest paid executive.
We do not have excessive perquisites.
We do not have executive pension benefits.
We do not reprice stock options.
We do not maintain uncapped executive incentive plans.

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Corporate Responsibility Highlights

Cerner believes we have a responsibility to our clients, associates, shareholders and the communities in which we operate to conduct business in a manner that promotes strong corporate, social and environmental governance. We believe this commitment to corporate responsibility inherently drives value for all Cerner stakeholders.

Our corporate responsibility program includes the following:

Human Capital - Cerner is dedicated to building a culture and a community designed to attract, engage and retain a diverse global workforce. We are committed to fostering an innovative and inclusive environment with diverse perspectives that enable us to realize our common mission to make a difference in the future of healthcare while giving back to and developing the communities where our associates live and work.

Governance - We believe strong corporate governance practices and policies are critical to fostering a culture of integrity, managing a better-performing and sustainable business and achieving long-term shareholder value. Through our framework of policies and processes, we focus on better managing our business and on aligning the interests of management with our stakeholders. Our environmental, social and governance ("ESG") policies and practices are overseen by the Nominating, Governance & Public Policy ("NG&PP") Committee of Cerner's Board of Directors.

Environment - We have policies and practices in place to encourage that we operate our business and provide solutions and services to our clients in a manner that promotes clean business practices and reduces our corporate footprint on the environment.

2021 Shareholder Engagement and Responsiveness

We believe that effective corporate governance includes year-round engagement with our shareholders. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on at the annual meeting).

Over the past year, members of management and the Board continued their strong level of engagement with shareholders. Our direct engagement with shareholders helps us better understand our shareholders' priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant to shareholders given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and share them with our Board as we review and evolve our practices and disclosures. In particular, our interactions have helped inform our thinking with respect to diversity at the Board and senior management level, governance, compensation and ESG practices and disclosure.

Examples of Cerner's ongoing commitment to strengthening ESG practices and incorporating investor feedback during 2021 and the first quarter of 2022 include, among other things:

Separating the Chief Executive Officer and Chairman of the Board roles.

Providing increased transparency with respect to our guiding principles for the use of artificial intelligence / machine learning in our products and building on the work we have done in this area to enhance awareness of potential bias.

Cerner has disclosed the self-identified race, ethnicity, gender and LGBTQ+ status of those of its directors and director nominees who have consented to such disclosure in this Proxy Statement below under "Board Diversity." As of March 4, 2022, 20% of our directors and 30% of our executive leadership team identify as female; 10% of our directors and 30% of our executive leadership team identify as non-white. Cerner
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continues to look for ways to diversify and broaden its talent pool in concert with the goals it has as a government contractor. We will also continue to evaluate opportunities to provide more transparency regarding our race/ethnicity data to increase awareness, accountability, and more diversity in our workforce.

Cerner published its first Carbon Assessment Disclosure Report.

Cerner has published the 2021 Cerner Corporate Responsibility Report within our 2021 Annual Report. This report included certain disclosures aligned with the Sustainability Accounting Standards Board (SASB) ESG framework.

The Compensation Committee continued to evaluate our compensation programs, making the adjustments described under "Compensation Discussion and Analysis". This includes, among others, imposing only "double trigger" vesting upon change in control for equity granted during 2021, expanding our ability to clawback incentive compensation to more broadly cover conduct deemed detrimental to the Company, amending our stock ownership guidelines to include significant multiple-of-base salary requirements for executives at levels comparable to our peers, expanding performance-based equity measurement periods to three years, and adding relative total shareholder return and revenue performance metrics to 2021 performance-based equity grants for Named Executive Officers.

Quantitative Culture and Client Satisfaction performance metrics have been included within Cerner's incentive compensation program to create added management accountability for associate engagement, promoting inclusivity within the organization and the success of our clients.


6


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Who can vote?

You are entitled to vote your outstanding shares of Common Stock if our records show that you held your shares as of the close of business on Monday, March 28, 2022, the Record Date for our meeting. At the close of business on March 28, 2022, 293,968,165 shares of Common Stock were outstanding and entitled to vote. Each share of Common Stock is entitled to one vote. Your Proxy Card shows the number of shares that you are entitled to vote. Your individual vote is confidential and will not be disclosed to third parties.
What is the difference between a shareholder of record and a "street name" holder?
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a broker, bank or other nominee, then the broker, bank or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares and your shares are said to be held in "street name." Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank or other nominee how to vote their shares using the voting instruction form provided by such broker, bank or other nominee.
How do I vote prior to the meeting?
If your Common Stock is held by a broker, bank or other nominee (i.e., in street name or through the Cerner Corporation Foundations Retirement Plan (the "401(k) Plan")), you will receive instructions from the broker, bank or other nominee that you must follow in order to have your shares voted. You may vote by Internet (www.proxyvote.com) or telephone (1 (800) 454-8683), or if you received a voting instruction form by mail, you may return it in the enclosed postage-paid envelope.

If you hold your shares in your own name (i.e., as a holder of record), and even if you plan to attend our virtual 2022 Annual Shareholders' Meeting, please vote in advance of the meeting by one of the following methods. PLEASE CHOOSE ONLY ONE OF THE FOLLOWING:

1.By Internet: To submit your proxy by Internet, go to www.proxyvote.com. You may submit your proxy via the Internet 24 hours a day, 7 days a week until 11:59 p.m. (ET) on Wednesday, May 25, 2022.

2.By Telephone: You may submit your proxy by telephone 24 hours a day, 7 days a week until 11:59 p.m. (ET) on Wednesday, May 25, 2022. If you are in the United States or Canada, you may call toll-free 1 (800) 690-6903.

3.By Mail: If you received your proxy materials by mail, you may instruct the persons named as proxies how to vote your Common Stock by completing, signing, dating and mailing the Proxy Card in the envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you mail your Proxy Card, Broadridge Financial Solutions, Inc. must receive it before 10:00 a.m. (ET) on Wednesday, May 25, 2022, the last business day before the 2022 Annual Shareholders' Meeting.

In order to vote, you will need the control number included on your Proxy Card, voting instruction form or Notice of Internet Availability of Proxy Materials. Each shareholder has a unique control number so we can ensure all voting instructions are genuine and prevent duplicate voting. Depending on the number of accounts in which you

7


hold Common Stock, you may receive and need to vote more than one control number. If you submit your proxy by Internet or telephone, you do not need to return a Proxy Card. You can vote by any of the methods above prior to the meeting and still attend the virtual 2022 Annual Shareholders' Meeting.
How do I vote during the meeting?
Except for any shares you hold in the 401(k) Plan which may only be voted in advance as provided below, you may also vote during the virtual 2022 Annual Shareholders' Meeting by visiting www.virtualshareholdermeeting.com/CERN2022 and following the instructions. You will need the control number included on your Proxy Card, voting instruction form or Notice of Internet Availability of Proxy Materials. A vote at the 2022 Annual Shareholders' Meeting will revoke any prior votes (except for votes by 401(k) Plan participants, which must be cast prior to the meeting).
How do I vote if my shares are held in the Cerner Corporation Foundations Retirement Plan?
If you hold any shares in the 401(k) Plan, you are receiving, or are being provided access to, the same proxy materials as any other shareholder of record. However, your proxy vote will serve as voting instructions to the 401(k) Plan trustee. Your voting instructions must be received at least three business days prior to the 2022 Annual Shareholders' Meeting in order to count. In accordance with the terms of the 401(k) Plan, the trustee will vote all of the shares held in the 401(k) Plan in the same proportion as the actual proxy votes submitted by 401(k) Plan participants as of 11:59 p.m. (ET) on May 23, 2022. We encourage you to provide instructions to the trustee regarding the voting of your shares. Due to the structure of the virtual meeting site, plan participants will technically have the ability to submit votes for 401(k) Plan shares during the meeting, but votes submitted by plan participants during the meeting will not be counted or revoke their prior instructions; in order for your vote to be counted, you must provide instructions to the trustee by 11:59 p.m. (ET) on May 23, 2022.
How may I revoke or change my proxy instructions?
If you are a shareholder of record and you submit a proxy with your voting instructions, and later desire to revoke or change your voting instructions (prior to the final vote at the 2022 Annual Shareholders' Meeting), you may revoke and then change your initial proxy instructions by any of the following procedures:

1.Following the telephone or Internet voting instructions on how to revoke or change your voting instructions by telephone or logging in and resubmitting your vote prior to 11:59 p.m. (ET) on Wednesday, May 25, 2022;

2.Completing, signing and returning another signed Proxy Card with a later date that Broadridge Financial Solutions, Inc. receives before 10:00 a.m. (ET) on Wednesday, May 25, 2022; or

3.Attending the virtual 2022 Annual Shareholders' Meeting and voting your shares by visiting www.virtualshareholdermeeting.com/CERN2022 and following the instructions.

Your attendance at the 2022 Annual Shareholders' Meeting will not automatically revoke your proxy unless you vote again at or before the 2022 Annual Shareholders' Meeting or specifically request that your prior proxy be revoked by delivering to the Corporate Secretary a written notice of revocation that is acknowledged as received by the Corporate Secretary prior to 10:00 a.m. (ET) on May 25, 2022.

If your shares are held in "street name" through a broker, bank or other nominee, you must contact your broker, bank or nominee to receive instructions as to how to revoke your proxy if such instructions have not already been provided to you. In any case, your last properly received and timely voted proxy or ballot will be the vote that is counted.

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How are votes counted?
The 2022 Annual Shareholders' Meeting will be held if a quorum represented by a majority of our outstanding shares entitled to vote is represented at the meeting, either in person or by properly executed proxy. Your shares will be counted towards the quorum if you vote by mail, by telephone, or through the Internet by the deadlines described above or vote at the virtual 2022 Annual Shareholders' Meeting, even if you wish to abstain from voting on some or all matters introduced at the meeting. Broker non-votes (which are discussed below) will also be counted for the purpose of determining whether there is a quorum. If a quorum is not present or represented by proxy, the 2022 Annual Shareholders' Meeting may be adjourned from time to time until a quorum is obtained, without notice other than announcement at the meeting. However, if the adjournment is for more than thirty (30) days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the meeting.

If you give us a proxy without giving specific voting instructions, your shares will be voted by the persons named as proxies as recommended by the Board. We are not aware of any other matters to be presented at the 2022 Annual Shareholders' Meeting except for those described in this Proxy Statement. However, if any other matters not described in this Proxy Statement are properly presented at the meeting, the persons named as proxies will use their own judgment to determine how to vote your shares. If the meeting is postponed or adjourned, your shares may be voted by the persons named as proxies on the new meeting date as well, unless you have revoked your proxy instructions prior to that time. All votes will be tabulated by one or more Inspectors of Election appointed by the Board.
What is a broker non-vote?
A "broker non-vote" occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker non-votes are counted as present or represented by proxy for purposes of determining the presence or absence of a quorum for the 2022 Annual Shareholders' Meeting if such shares are otherwise properly represented at the meeting.

If you are a beneficial shareholder and your broker, bank or other nominee holds your shares in its name, the broker, bank or other nominee is permitted to vote your shares on the ratification of the appointment of KPMG LLP (Proposal #2) as the Company's independent registered public accounting firm for 2022, even if the broker, bank or other nominee does not receive voting instructions from you.

Brokers, banks and other nominees do not have discretionary voting rights with respect to the matters submitted for shareholder vote in Proposals #1, #3, #4, #5 or #6. Therefore, if you do not instruct your broker, bank or other nominee how you would like your shares voted with respect to these proposals, your shares will not be voted on such proposals.

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How do I attend the 2022 Annual Shareholders' Meeting?
Cerner will be hosting the 2022 Annual Shareholders' Meeting online. A summary of the information you need to attend online is provided below.

Any holder of record as of the close of business on Monday, March 28, 2022, may attend and vote at the 2022 Annual Shareholders' Meeting by visiting www.virtualshareholdermeeting.com/CERN2022. If you want to vote during the 2022 Annual Shareholders' Meeting any shares you hold in street name, you must obtain instructions from your broker, bank or other nominee.

The live audio webcast of the 2022 Annual Shareholders' Meeting will begin promptly at 10:00 a.m. (CT). Online access to the audio webcast will open fifteen minutes prior to the start of the 2022 Annual Shareholders' Meeting to allow time for you to log-in and test your device's audio system. We encourage you to access the meeting in advance of the designated start time.

Any person may access the 2022 Annual Shareholders' Meeting online, but only shareholders may vote electronically and submit questions online while attending the 2022 Annual Shareholders' Meeting.

Please have the control number we have provided to you to join the 2022 Annual Shareholder's Meeting.

Instructions on how to attend and participate in the 2022 Annual Shareholders' Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/CERN2022.

A replay of the 2022 Annual Shareholders' Meeting will be available shortly after the meeting on www.cerner.com under "Investor Relations, News & Events, Events & Presentations" and at www.virtualshareholdermeeting.com/CERN2022.
What if I have technical difficulties or trouble accessing the virtual meeting website?
We will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.
Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of printed proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.

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What vote is required?
With respect to Proposal #1 (the election of Directors), you may vote "For" or "Against" each of the nominees for Director, or you may "Abstain" from voting for one or more nominees. In an uncontested Director election, such as this one, the affirmative vote of a majority of the votes cast, in person or by proxy, is required for the election of Directors (meaning the number of shares voted "For" a nominee must exceed the number of shares voted "Against" a nominee). If any incumbent nominee for Director receives a greater number of votes "Against" his or her election than votes "For" such election, such person is expected to tender his or her resignation to the Board following certification of the vote as further discussed below under "Consideration of Director Nominees - Majority Voting for Directors." Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of nominees. No shareholder may vote in person or by proxy for more than six nominees at the 2022 Annual Shareholders' Meeting. Shareholders do not have cumulative voting rights in the election of Directors.

The affirmative vote ("For") of a majority of the shares present in person or by proxy and entitled to vote at the meeting will be required for:

the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022 (Proposal #2);

the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal #3);

the approval of an amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and extend the plan's term (Proposal #5);

the shareholder proposal, if properly presented at the meeting, requesting an amendment to the Company's governing documents to give shareholders the right to call a special shareholder meeting (Proposal #6); and

any other proposal that might properly come before the meeting.



The results of the vote on Proposal #3 (the advisory say-on-pay vote on the compensation of our Named Executive Officers) is not binding on the Board, whether or not the proposal is approved at the 2022 Annual Shareholders' Meeting. In evaluating the shareholder vote on this advisory resolution, the Board will consider the voting results in their entirety.

With respect to the amendment and restatement of our Certificate described following the subproposals of Proposal #4, the Fourth Amended and Restated Certificate of Incorporation will not be adopted or become effective in the form provided unless each of the subproposals is approved by 80% of the shares of our Common Stock outstanding.

With respect to Proposals 2, 3, 4, 5 and 6 you may vote "For," "Against" or "Abstain." Abstentions and broker non-votes are considered to be "present" and "entitled to" vote at the meeting with respect to Proposals 2, 3, 4, 5 and 6, and as a result, abstentions and broker non-votes will have the same effect as a vote "Against" these proposals. However, as discussed above, brokers, banks and other nominees may use their discretionary voting authority with respect to the ratification of our independent registered public accounting firm (Proposal #2), so no broker non-votes are expected for this proposal.

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How does the Board recommend that I vote?
The Board recommends a vote:

"For" each nominee included in this Proxy Statement for Director (Proposal #1);

"For" the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for 2022 (Proposal #2);

"For" the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal #3);

"For" each of the proposed amendments to our Certificate to remove supermajority voting standards (Proposal #4);

"For" the amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and extend the plan's term (Proposal #5); and

"Against" the shareholder proposal requesting an amendment to the Company's governing documents to give shareholders the right to call a special shareholder meeting (Proposal #6).
Who pays the cost of this proxy solicitation?
This Proxy Statement and the accompanying Proxy Card are being furnished to shareholders in connection with the solicitation of proxies by the Board of the Company. We will bear all costs of solicitation of such proxies.

In addition to solicitation of proxies by mail, our Directors, officers and associates, at no additional compensation, may solicit proxies from shareholders by telephone, email, Internet or in person. We will request brokers, banks, custodians, fiduciaries and other nominees to forward proxy soliciting materials to the beneficial owners of stock they hold of record. We will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of the proxy materials.
What does it mean if I receive more than one proxy card or voting instruction form?
It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for each Proxy Card or voting instruction form or, if you vote via the Internet or by telephone, vote once for each Proxy Card or voting instruction form you receive to ensure that all of your shares are voted.
How can I receive my proxy materials by e-mail in the future?
If you have previously elected to receive your proxy materials by e-mail, there is no need to opt in again, and you will receive future copies of proxy materials by e-mail. For those who have not yet opted to receive your proxy materials by e-mail but would like to do so for future Annual Shareholders' Meetings, you can elect to receive an e-mail with links to these documents, your control number and instructions for voting over the Internet. Opting to receive your proxy materials by e-mail will save the cost of producing and mailing documents to you and will also help conserve resources. Your e-mail address will be kept separate from any other company operations and will be used for no other purpose.

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If we mailed you our proxy materials and you would like to sign up to receive them by e-mail in the future, you can choose this option by:

Internet: www.proxyvote.com
Telephone: 1 (800) 579-1639
E-Mail*: sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with your control number in the subject line.
How can I examine a list of shareholders?
Shareholders at the close of business on the Record Date may examine a list of all shareholders as of the Record Date for any purpose germane to the 2022 Annual Shareholders' Meeting for 10 days preceding the meeting, at our offices at 2800 Rock Creek Parkway, North Kansas City, Missouri 64117, and electronically during the meeting at www.virtualshareholdermeeting.com/CERN2022 when you enter the control number included on your Proxy Card, voting instruction form or Notice of Internet Availability of Proxy Materials.
Who should I call if I have questions?
If you have questions about the 2022 Annual Shareholders' Meeting or voting (other than technical questions, which should be directed as noted above under the question "What if I have technical difficulties or trouble accessing the virtual meeting website?"), please reach out to our Office of Corporate Secretary by phone at (816) 221-1024 or by email at corporatesecretary@cerner.com.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Shareholders' Meeting to be held on May 26, 2022: The 2022 Proxy Statement and 2021 Annual Report to Shareholders are available at www.proxyvote.com and on www.cerner.com under "Investor Relations, Financials, Proxy Materials."


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CORPORATE GOVERNANCE AND BOARD MATTERS

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its Committees, directs the affairs of the Company. The Guidelines address, among other things, the role of management and the Board, the composition and functions of the Board, minimum qualifications for Directors, Director independence, compensation of Directors, management succession and review, Board leadership, Board evaluation and Board Committees.

We have adopted a Global Code of Conduct for all Cerner associates and Directors (including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer).

Our Corporate Governance Guidelines and our Global Code of Conduct can be found on our website at www.cerner.com under "About Us, Corporate Governance." Shareholders may request a free copy of these governance documents from: Cerner Corporation, c/o Corporate Secretary, by mail at 2800 Rock Creek Parkway, North Kansas City, Missouri 64117 or by email at corporatesecretary@cerner.com. Any amendments to or waivers of the Global Code of Conduct applicable to our Directors, executive officers including our Chief Executive Officer and Chief Financial Officer, or our Chief Accounting Officer will be posted at this same location on www.cerner.com.

INFORMATION CONCERNING DIRECTORS AND NOMINEES

Cerner's Board is currently comprised of ten Directors. Prior to our 2020 Annual Shareholders' Meeting, the Board was divided into three classes having three-year terms that expired in successive years. Following the 2020 Annual Shareholders' Meeting, the Certificate was amended upon the approval of our shareholders to phase-out our classified Board structure, such that directors whose terms expire (or Directors elected to fill vacancies) after the 2020 Annual Shareholders' Meeting will be elected to serve for an annual term, with the annual election of all directors beginning at the 2023 Annual Shareholders' Meeting. The terms of our Class II and Class III Directors will expire at the 2022 Annual Shareholders' Meeting. Those elected as Class II and Class III Directors this year will be elected for a one-year term. The term of the Class I Directors will expire at the 2023 Annual Shareholders' Meeting, at which time nominees for all directorships will be submitted to the shareholders for annual election.

Gerald E. Bisbee, Jr., PhD. will retire from the Board at the end of his current term immediately prior to the 2022 Annual Shareholders' Meeting. The size of the Board will be decreased to nine Directors, and Class II will be reduced by one member, immediately prior to the 2022 Annual Shareholders' Meeting upon Dr. Bisbee's retirement. Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch and Melinda J. Mount were previously classified as Class II directors and George A. Riedel and R. Halsey Wise were previously classified as Class III directors, each with a term scheduled to expire at the 2022 Annual Shareholders' Meeting. Because of the reduction in size of Class II immediately prior to the 2022 Annual Shareholders' Meeting, Mitchell E. Daniels, Jr., Elder Granger, M.D., and John J. Greisch have been nominated as Class II directors, and Melinda J. Mount, George A. Riedel and R. Halsey Wise have been nominated as Class III directors. If elected, each of the nominees will hold office for a one-year term expiring at the 2023 Annual Shareholders' Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named for Class II and Class III.

The names and biographies of the Company's current Directors and nominees for election as Class II and Class III Directors are set forth below, except for Dr. Bisbee who is not standing for re-election to the Board. Ages provided are as of the date of our 2022 Annual Shareholders' Meeting.

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Directors and Nominees (Serving and Nominated for a Term to Expire at the 2023 Annual Shareholders' Meeting)
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Mr. Daniels has been a member of the Board of Directors of the Company since December 2013. Mr. Daniels is the 12th President of Purdue University, a post he assumed in January 2013, at the conclusion of his term as Governor of Indiana. He was elected Indiana's 49th governor in 2004 in his first bid for any elected office. He was re-elected in 2008 to a second and final term, receiving more votes than any candidate for any public office in the state's history. As governor, Mr. Daniels spearheaded a host of reforms aimed at strengthening the Indiana economy and improving the ethical standards, fiscal condition and performance of state government. Mr. Daniels came from a successful career in business and government, holding numerous top management positions in both the private and public sectors. He served as the Chief Executive Officer of the Hudson Institute and as President of Eli Lilly & Company's North American Pharmaceutical Operations (NYSE: LLY). He also served as Chief of Staff to Senator Richard Lugar, a senior advisor to President Ronald Reagan, and Director of the Office of Management and Budget under President George W. Bush. Mr. Daniels currently serves as a member of the boards of directors of Resilience, Inc., Energy Systems Network, Norfolk Southern Corporation (NYSE: NSC) and Urban Institute. He served on the board of directors of Interactive Intelligence Group, Inc. (formerly Nasdaq: ININ) from 2015 to 2016.

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Daniels should serve and be nominated as a Director: his government and public policy professional background and experience, his current and previously held leadership positions, his service on other public and private company boards, his Cerner and operations experience, his extensive understanding of financial statements, and his experience with global business.
Mitchell E. Daniels, Jr., J.D.
(Age 73)
Member of the:
• Audit Committee
• Nominating, Governance &
  Public Policy Committee
  (Chairperson)

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Dr. Granger has been a member of the Board of Directors of the Company since November 2020. He has served as the President and Chief Executive Officer of The 5Ps, LLC, a healthcare, education, and leadership consulting firm, since August 2009. He served in the U.S. Army for over 35 years before retiring in June 2009 and was the Deputy Director and Program Executive Officer of the TRICARE Management Activity, Office of the Assistant Secretary of Defense (Health Affairs) in Washington, D.C. from December 2005 to June 2009. Dr. Granger is a Governance Fellow and certified Director with the National Association of Corporate Directors. He is board certified by the American College of Physician Executives, American Board of Medical Quality, American Board of Internal Medicine, Hematology, Oncology, and holds numerous medical certifications. He received his Bachelor of Science Degree from Arkansas State University and earned his medical degree from the University of Arkansas School of Medicine. Dr. Granger currently serves as a member of the board of directors of Cigna Corporation (NYSE: CI), DLH Holdings Corp. (Nasdaq: DLHC) and Better Therapeutics, Inc. (Nasdaq: BTTX); and was previously on the board of directors of Express Scripts Holding Company (formerly Nasdaq: ESRX).
Major General Elder Granger M.D., U.S. Army (retired)
(Age 68)
Member of the:
• Audit Committee
• Nominating, Governance &
  Public Policy Committee


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In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Dr. Granger should serve and be nominated as a Director: his independence from the Company, his U.S. Federal government and public policy professional background and experience, current and previously held leadership positions, his service on other public and private company boards, his extensive business experience and healthcare expertise, including management, operations and clinical skills, his information protection (data privacy and cybersecurity) expertise, and his global operations experience.
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Mr. Greisch has been a member of the Board of Directors of the Company since April 2019. He is the former President and Chief Executive Officer of Hill-Rom Holdings, Inc. ("Hill-Rom") (NYSE: HRC), a global medical technology company, a position he held from January 2010 until his retirement in May 2018. Prior to Hill-Rom, Mr. Greisch was President International Operations for Baxter International, Inc. ("Baxter") (NYSE: BAX), a position he held from 2006 until 2009. During his tenure with Baxter, he also served as Baxter's Chief Financial Officer and as President of its BioScience division. Before his time with Baxter, he was President and Chief Executive Officer for FleetPride Corporation. Prior to that, he held various positions at The Interlake Corporation, including serving as President of its Materials Handling Group. Mr. Greisch currently serves on the Board of Directors of Catalent, Inc. (NYSE: CTLT), Carrier Global Corporation (NYSE: CARR) and Viant Medical, and previously served on the boards of Hill-Rom (NYSE: HRC), Actelion Ltd, TomoTherapy, Inc. (formerly Nasdaq: TOMO), Idorsia Pharmaceuticals Ltd. (SIX Swiss Exchange: IDIA) and The Advanced Medical Technology Association (AdvaMed). Additionally, he serves as a senior advisor to TPG Capital and is on the board of directors for the Ann & Robert H. Lurie Children's Hospital of Chicago.

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Greisch should serve and be nominated as a Director: his experience in multiple roles in global public healthcare companies, including serving as Chief Executive Officer and Chief Financial Officer, his healthcare business and operations experience, his experience in preparing and analyzing complex public company financial statements, his experience on the board of directors of private and public companies, and his independence.
John J. Greisch, M.B.A.
(Age 66)
Member of the:
• Audit Committee
• Finance & Strategy
  Committee (Chairperson)


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Ms. Mount has been a member of the Board of Directors of the Company since April 2019. Ms. Mount most recently served as President of AliphCom, Inc. (d/b/a Jawbone), a consumer technology and wearable products company, which position she held from June 2013 until February 2014. Previously, she held various senior level positions at Microsoft Corporation ("Microsoft") (Nasdaq: MSFT), including Corporate Vice President and Chief Financial Officer of the Online Services Division, from 2010 until May 2013, and Corporate Vice President of Operations and Finance and Chief Financial Officer of the Entertainment and Device Division, from 2006 until 2010. Prior to joining Microsoft, Ms. Mount served as the Vice President of Strategy and Development at Time Warner, Inc. ("Time Warner") (formerly NYSE: TWX), from 1995 until 2001, and then as Executive Vice President and Co-Managing Director of the United Kingdom Division of AOL Inc. (formerly NYSE: AOL), a web portal and online service provider and a subsidiary of Time Warner, from 2001 until 2003. Prior to that, she served as Vice President of Mergers and Acquisitions at Morgan Stanley (NYSE: MS) from 1987 until 1995. Ms. Mount has served as a member of the board of directors of Technicolor S.A. (TCH: FP) since April 2016, and currently serves as Vice Chairman of the board. She is also a member of the board of directors of Group Nine Acquisition Corp (Nasdaq: GNAC), Zayo Group Holdings, and the Learning Care Group, Inc.

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Ms. Mount should serve and be nominated as a Director: her extensive financial and operations experience developing innovative solutions for driving growth and profit in both the start-up and Fortune 100 company settings, her experience in senior leadership positions of global private and public companies, and her independence.
Melinda J. Mount, M.B.A.
(Age 62)
Member of the:
• Audit Committee (Chairperson)
• Finance & Strategy
  Committee

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Mr. Riedel has been a member of the Board of Directors of the Company since April 2019. Mr. Riedel has served as a Senior Lecturer at Harvard Business School since January 2018. Since June 2020, he has served on the Board of Directors of Infinera Corporation (Nasdaq: INFN), a global supplier of networking solutions comprised of networking equipment, software and services, and was named Chairman of the Infinera Board of Directors in November 2020. Mr. Riedel has also served since January 2021 as Chairman of the Board of Juvare, a provider of emergency preparedness and response software solutions. Mr. Riedel has also served on the Board of Directors of Xperi Corporation (Nasdaq:XPER) (f/k/a Tessera Holding Corporation ("Tessera Holding")), a creator, developer and licensor of innovative audio, computational imaging, computer vision and semiconductor packaging and interconnect technologies, since December 2016 when Tessera Technologies, Inc. ("Tessera") and DTS, Inc. became wholly owned subsidiaries of Tessera Holding pursuant to a merger. Prior to the merger, he had served on the Board of Directors of Tessera (formerly Nasdaq:TSRA) since May 2013. Mr. Riedel previously served as the Chairman of the Board of Directors of Accedian Networks Inc., a performance assurance solution specialist for mobile networks and enterprise-to-data center connectivity, from 2010 until March 2017, when it was sold to Bridge Growth Partners. From 2013 to 2017, he
George A. Riedel, M.B.A.
(Age 64)
Member of the:
• Compensation Committee
• Finance & Strategy
  Committee
• Nominating, Governance &
  Public Policy Committee


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served as the Chairman and Chief Executive Officer of Cloudmark, Inc., a leader in security, protecting traffic, data and infrastructure from network threats. He also previously served on the Boards of Directors of NextDocs Corporation, a clinical trial and compliance management software company from July 2013 to April 2015, PeerApp Ltd, an optimized video content delivery service to network operators and providers, from 2011 to September 2015, and Blade Network Technologies, a top of rack switch vendor, from 2009 until its sale to IBM in 2010. Mr. Riedel's career has also included various senior management positions at Nortel Networks Corporation, a then publicly traded, global telecommunications equipment manufacturer ("Nortel"). In March 2006, Mr. Riedel joined Nortel as part of the turnaround team as the Chief Strategy Officer. His role changed after Nortel initiated industry players such as Ericsson, Avaya and Ciena. Mr. Riedel led the efforts to create standalone business units, carve out the relevant P&L and balance sheet elements and assign predominately used patents to enable sales of the assets. In 2010, Mr. Riedel's role changed to President of Business Units and Chief Strategy Officer as he took leadership of the effort to monetize the remaining 6,500 patents and applications patents, as well as manage the P&L for several business units that were held for sale. The 2011 patent sale led to an unprecedented transaction of $4.5 billion to a consortium of Apple, Ericsson, RIM, Microsoft and EMC. Prior to Nortel, Mr. Riedel was the Vice President of Strategy and Corporate Development of Juniper Networks, Inc. (NYSE:JNPR), a designer, developer and manufacturer of networking products, from 2003 until 2006, where he led the acquisition of Netscreen Technologies. Mr. Riedel was also previously a Senior Partner at McKinsey & Company, a global management consulting firm, where he spent 15 years serving clients in the telecom and technology sectors in Asia and North America on a range of strategy and growth issues.

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Riedel should serve and be nominated as a Director: his extensive knowledge of the technology industry, both from a cloud and consumer perspective and an enterprise software perspective, and intellectual property licensing, his experience in senior leadership positions of global private and public companies, his independence, his service on public and private company boards, his extensive understanding of financial statements, and his knowledge of and experience in information protection (data privacy and cybersecurity).

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Mr. Wise has been a member of the Board of Directors of the Company since April 2019. Mr. Wise brings nearly 30 years of leadership, healthtech, software and financial experience to the Board. Mr. Wise has served since July 2021 as the Chief Executive Officer and Chairman of AfterNext HealthTech Acquisition Corp. (NYSE: AFTR), a special purpose acquisition company focused on the intersection of healthcare and technology; is the founder, Managing Director and President of Lime Barrel Advisors, Inc., a private investment firm he founded and where he has served since 2010; and has served as a senior advisor to TPG Capital, a global private investment firm, since October 2019. Mr. Wise joined the board of MedAssets, Inc. (formerly Nasdaq: MDAS), a healthcare technology performance improvement company, in March 2014 and served as Chairman and Chief Executive Officer from February 2015 until the company was acquired by Pamplona Capital Management in January 2016. He served on the board of Cotiviti Holdings, Inc. (formerly NYSE: COTV), a provider of analytics-driven payment solutions focused on the healthcare sector, from December 2017 until the company was acquired by Verscend Technologies, Inc. in August 2018. From September 2006 to December 2011, Mr. Wise served on the board of Acxiom Corporation (formerly Nasdaq: ACXM), a provider of marketing technology and services. From 2003 through 2010, Mr. Wise was Chairman, President and Chief Executive Officer of Intergraph Corporation (formerly Nasdaq: INGR), a global provider of engineering and geospatial software. Prior to his service at Intergraph, Mr. Wise was President and Chief Executive Officer of the North American region for Solution 6 Holdings, Ltd., and President and Chief Operating Officer of Computer Management Sciences, Inc. (formerly Nasdaq: CMSX), a software and services company, which was acquired by Computer Associates International, Inc. (now named CA, Inc.). At Computer Associates, he served as the General Manager, North America, for Global Professional Services. Prior to that, Mr. Wise was engaged in investment banking at The Robinson-Humphrey Company (a division of Smith Barney), specializing in software and services. Mr. Wise serves on the boards of Aspen Technology, Inc. (Nasdaq: AZPN), AfterNext HealthTech Acquisition Corp. (NYSE: AFTR), and WellSky Corporation.

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Wise should serve and be nominated as a Director: his 30 years of strategic leadership and value creation experience in leading, operating and advising software and HCIT companies, his experience in global business, his experience in government contracting, his financial expertise, his independence, his healthcare business and operations experience, his healthcare technology experience, his business transformation experience, his current and previously held leadership positions, and his service on other public company boards.
R. Halsey Wise, M.B.A.
(Age 57)
Member of the:
• Compensation Committee
  (Chairperson)
• Finance & Strategy
  Committee








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Continuing Directors (Serving for a Term to Expire at the 2023 Annual Shareholders' Meeting)
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Dr. Feinberg joined the Company in October 2021 as President and Chief Executive Officer and as a member of the Board of Directors. Dr. Feinberg is a seasoned industry executive with 25-plus years in senior healthcare leadership roles. Prior to joining Cerner, Dr. Feinberg served since 2019 as Vice President of Google Health, where he led Google's worldwide health efforts, bringing together groups from across Google and Alphabet that used artificial intelligence, product expertise and hardware to take on big healthcare challenges, and was responsible for organizing and innovating Google's various healthcare initiatives. Prior to joining Google, from 2015 to 2019, Dr. Feinberg served as the President and Chief Executive Officer of Geisinger Health System, a physician-led health system. At Geisinger, Dr. Feinberg led an operational turnaround and pushed the use of new platforms and tools including an IT system called a Unified Data Architecture, which allowed the company to integrate big data into their existing data analytics and management systems. Prior to Geisinger, Dr. Feinberg worked at UCLA for more than 20 years and served in a number of leadership roles, including President, CEO and Associate Vice Chancellor of UCLA Health Sciences, Vice Chancellor and CEO for the UCLA Hospital System, and CEO of UCLA's Ronald Reagan Medical Center. Dr. Feinberg serves as a member of the board of directors of Emmett Douglas, Inc. (NYSE: DEI) and Humana, Inc. (NYSE: HUM).

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Dr. Feinberg should serve as a Director: his appointment as President and CEO of the Company, his significant business experience, including as the CEO of a major medical institution and as senior-executive leader of the health care division of a large, publicly traded technology company, his experience in global business, his commitment to innovation, his deep clinical expertise, and his knowledge of and experience from the provider and payer side of the health care industry.
David T. Feinberg, M.D., M.B.A.
(Age 59)






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Dr. Gerberding has been a member of the Board of Directors of the Company since March 2017. She has been the Executive Vice President and Chief Patient Officer, Strategic Communications, Global Public Policy and Population Health of Merck & Co., Inc. ("Merck") (NYSE: MRK) since July 2016 and will continue to hold that position until she becomes the Chief Executive Officer of The Foundation for the National Institutes of Health on May 16, 2022. Merck is a global healthcare company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies and animal health products, which it markets directly and through its joint ventures. In this position, Dr. Gerberding is responsible for Merck's global public policy, corporate responsibility and communications functions, as well as the Merck Foundation and the Merck for Mothers program. Dr. Gerberding also leads new partnership initiatives that accelerate Merck's ability to contribute to improved population health, a measure of impact that is increasingly valued by governments and other global health organizations.
Julie L. Gerberding, M.D., M.P.H.
(Age 66)
Member of the:
• Compensation Committee
• Nominating, Governance &
  Public Policy Committee

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Dr. Gerberding joined Merck as President of Merck Vaccines in January 2010 and was promoted to Executive Vice President for Strategic Communications, Global Public Policy and Population Health in December 2015. Prior to joining Merck, Dr. Gerberding served as Director of the U.S. Centers for Disease Control and Prevention ("CDC") from 2002-2009 and before that served as Director of the Division of Healthcare Quality Promotion. Before joining the CDC, Dr. Gerberding was a tenured faculty member in Infectious Diseases at the University of California at San Francisco ("UCSF"). She continues as an Adjunct Associate Clinical Professor of Medicine at UCSF. Dr. Gerberding is a member of the board of directors of The Foundation for the National Institutes of Health and AfterNext HealthTech Acquisition Corp. ( NYSE: AFTR).

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Dr. Gerberding should serve as a Director: her medical and science-based professional background and experience, her current and previously held senior-executive level leadership positions at a global public company, her knowledge of and experience with global public policy, healthcare leadership and population health, her information protection (data privacy and cybersecurity) expertise, and her independence from the Company.
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Mr. Zollars has been a member of the Board of Directors of the Company since May 2005, and served as Lead Independent Director from April 2019 until October 2021, when he was appointed as the Chairman of the Board. He is the former Chairman, President and Chief Executive Officer of YRC Worldwide (now known as Yellow Corporation) (Nasdaq: YELL), which positions he held from November 1999 to July 2011. Prior to that, Mr. Zollars served as President of Yellow Transportation, Inc. from September 1996 through November 1999. From 1994 to 1996, Mr. Zollars was Senior Vice President of Ryder Integrated Logistics, and prior to that, Mr. Zollars held various executive positions with Eastman Kodak. Mr. Zollars also serves on the board of directors of Prologis, Inc. (NYSE: PLD) and served on the board of directors of CIGNA Corporation (NYSE: CI) until November 2019.

In addition to the skills identified below under "Consideration of Director Nominees – Skills and Experience", the following experience, qualifications, attributes and/or skills led the Board to conclude that Mr. Zollars should serve as a Director: his professional background and experience in senior-executive leadership positions at public companies, his service on other public and private company boards, his Cerner board experience, board attendance and participation, his extensive experience with large employers, his industry usage of information technology and his extensive understanding of strategic planning, tactical business decision-making, risk management and corporate financial statements.
William D. Zollars
(Age 74)
Member of the:
• Audit Committee
• Compensation Committee
• Nominating, Governance &
  Public Policy Committee
• Finance & Strategy
  Committee




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DIRECTOR INDEPENDENCE

The Board has determined that all nine current non-employee Directors of the Board are independent as required by the rules of the Securities and Exchange Commission and The Nasdaq Stock Market LLC ("Nasdaq"). Under applicable Nasdaq Marketplace Rules ("Nasdaq Rules"), a Director of the Company will only qualify as an "independent director" if, in the opinion of the Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. The Board has determined that none of the current non-employee Directors or nominees has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director and that each of the following current Directors and nominees are "independent" as defined under Rule 5605(a)(2) of the Nasdaq Rules: Gerald E. Bisbee; Mitchell E. Daniels; Julie L. Gerberding, M.D.; Elder Granger, M.D.; Melinda J. Mount; George A. Riedel; John J. Greisch; R. Halsey Wise; and William D. Zollars. Linda M. Dillman also qualified as an independent director during her term as a Director prior to her passing in March 2021.

In making this determination with respect to Dr. Granger, the Board considered his directorship on the board of a company that has purchased solutions and services from us in the ordinary course of business. Additionally, in making this determination with respect to Dr. Gerberding, the Board considered her executive position with Merck & Co., Inc., which has purchased certain solutions and services from us in the ordinary course of business. The Board concluded that none of the noted Directors had a direct or indirect material interest in the transactions referred to above.

Additionally, all current and proposed members of the Audit Committee satisfy the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except with respect to any first-time nominees, whose independence would be considered at the time of nomination, the independence determination is made by the full Board each May based on all available facts and circumstances for each Director. The independence findings are also reviewed and confirmed by the Company's Chief Legal Officer and outside legal counsel.

COMMITTEES OF THE BOARD

The Board has established Audit; Compensation; Nominating, Governance & Public Policy; and Finance & Strategy ("F&S") Committees. The Board has adopted a written charter for each of the Committees. The full text of the charters for the Audit, Compensation and NG&PP Committees are available on our website at www.cerner.com under "About Us, Leadership." Each of the Audit, Compensation, and NG&PP Committees reviews its Charter annually and any recommended amendments to the Charters are considered for approval by the full Board of Directors. The Board does not have an Executive Committee.

Committee membership is reviewed annually by the Company's NG&PP Committee, which then recommends the Committee membership to the full Board. Committee members are generally approved by the full Board each May upon the commencement of the new Board term.

Committee meeting dates are reviewed and approved by the entire Committee in an effort to ensure attendance, and agendas are reviewed and approved prior to distribution to the rest of the Committee by the Committee Chairperson.

Audit Committee

The Audit Committee assists the Board in monitoring the integrity of the Company's accounting practices and financial statements; the independent registered public accounting firm's qualifications, performance and independence; the performance of the Company's internal audit function; and the compliance by the Company with legal and regulatory requirements. The Audit Committee appoints, retains and oversees the work of the Company's independent registered public accounting firm. The selection is subsequently submitted to the shareholders of the Company for ratification. The Audit Committee is also responsible for reviewing and approving the scope and expense of audit and permitted non-audit services provided by our independent registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding from

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the Company for outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The Audit Committee may delegate authority to individual Audit Committee members or such subcommittees as the Audit Committee deems appropriate. The Audit Committee has delegated to the Chairperson the authority to pre-approve audit services or permitted non-audit services as described below under "Audit Related Matters – Guidelines of Cerner Corporation's Audit Committee for Pre-Approval of Independent Auditor Services" and certain related party transactions as described below under "Certain Transactions."

The Audit Committee is currently comprised of six Directors, with Melinda J. Mount serving as the Chairperson of the Audit Committee. The Board has determined that the composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are in accordance with applicable SEC rules and Nasdaq Rules for audit committees. Each member of the Audit Committee is an "independent director" as defined by SEC and Nasdaq Rules. All Audit Committee members possess the required level of financial literacy, and at least one member of the Audit Committee meets the current standard of requisite financial management expertise. The Board has determined that Ms. Mount is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended.

Compensation Committee

The Compensation Committee's primary responsibilities are to review and approve our compensation policies and practices, establish compensation for non-employee Directors, evaluate our Chief Executive Officer's performance and establish compensation accordingly, review and approve the total compensation of our Section 16 officers, review and approve executive performance-based compensation plan targets and earned payouts and equity grants to our Section 16 officers and adopt and approve major changes in our benefit plans and compensation philosophy. The Compensation Committee has the authority to obtain advice and assistance from and receive appropriate funding from the Company for outside compensation consultants, independent legal counsel and other consultants as the Compensation Committee deems necessary to carry out its duties. The Compensation Committee was advised in 2021 by an independent compensation consultant. See "Compensation Discussion and Analysis – Independent Compensation Consultant."

The Compensation Committee is currently comprised of four Directors, with R. Halsey Wise serving as the Chairperson of the Compensation Committee. Each member of the Compensation Committee is an "independent director" as defined by Nasdaq Rules.

The Compensation Committee may delegate authority to individual Compensation Committee members, or such subcommittees as the Compensation Committee deems appropriate. The Committee may also delegate to one or more officers of the Company the power to grant equity awards to associates who are not Directors or Section 16 officers pursuant to Compensation Committee approved equity plans or to administer other provisions of such equity plans. The Compensation Committee has delegated its authority as follows:

Cerner Corporation Foundations Retirement Plan Administrative and Investment Committee - this committee consists of the Chief Human Resources Officer, Senior Vice President, Treasury, Chief Strategy Officer, Vice President of Total Rewards and one other corporate executive named by the other four members of the committee. The Chief Human Resources Officer, Treasurer, Chief Strategy Officer, and Vice President of Total Rewards each serve a perpetual term on the committee, and the other corporate executive named to the committee shall serve for a three-year term, unless extended by action of the committee. The committee has authority to: a) select, monitor and manage the 401(k) Plan's third party administrator, record-keeper, custodian and trustee; b) monitor the 401(k) Plan's reporting to the IRS and Department of Labor, the 401(k) Plan's ERISA compliance, 401(k) Plan audits and the payment of 401(k) Plan expenses; c) monitor the compensation received by the 401(k) Plan's service providers; d) monitor and evaluate disclosures by the 401(k) Plan to participants and beneficiaries; e) ensure maintenance of fiduciary liability insurance coverage and the ERISA fidelity bond coverage; f) research and approve by majority vote non-material amendments to the 401(k) Plan; g) research and recommend 401(k) Plan amendments; h)

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adopt, review and carry out investment policies and objectives for the 401(k) Plan; i) review and select the investment options offered under the 401(k) Plan; j) select and monitor the 401(k) Plan's investment managers and fund providers; k) supervise, monitor and evaluate on a semi-annual basis the performance of the investment options offered under the 401(k) Plan and periodically review the 401(k) Plan's investment performance as a whole; l) carry out any special assignments given by the Compensation Committee; and m) retain independent outside consultants.

Nominating, Governance & Public Policy Committee

The primary functions of the NG&PP Committee are to: (i) review and evaluate the size, composition, function, 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 Company'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 Company. The Committee's goal is to ensure that the composition, practices and operation of the Board contribute to value creation and effective representation of the Company's shareholders and to foster Cerner's commitment to operate its business in a manner consistent with the rapidly changing demands of society. The NG&PP Committee may delegate authority to individual NG&PP Committee members or such subcommittees as the NG&PP Committee deems appropriate.

The NG&PP Committee is currently comprised of six Directors, with Mitchell E. Daniels serving as the Chairperson of the NG&PP Committee. Each member of the NG&PP Committee is an "independent director" as defined by Nasdaq Rules.

Finance & Strategy Committee

The Finance & Strategy ("F&S") Committee coordinates and oversees management's review of our Company's operational efficiency and margin expansion efforts and capital deployment strategy, including taking into consideration recommendations from outside consulting firms, the Company's risk profile and the potential impact of any recommended changes to the Company's business model, strategic plan and ability to meet commitments to clients.

The F&S Committee is currently comprised of five Directors, with John J. Greisch serving as the Chairperson of the F&S Committee. Each member of the F&S Committee is an "independent director" as defined by Nasdaq Rules.

Meetings of the Board and Committees

During 2021, the Board held four regular meetings and 16 special meetings; the Audit Committee held eight regular meetings; the Compensation Committee held four regular meetings and eight special meetings; the NG&PP Committee held four regular meetings and three special meetings; and the F&S Committee held five meetings. Each Director attended at least 75% of the aggregate of the total meetings of the Board and the Board Committees on which the Director served during the past fiscal year.

Pursuant to the Company's Corporate Governance Guidelines, all individuals nominated for election are expected to attend the 2022 Annual Shareholders' Meeting. All other Directors, barring unforeseen circumstances, are expected to attend the 2022 Annual Shareholders' Meeting as well. All of our Directors at the time of the 2021 Annual Shareholders' Meeting attended the 2021 Annual Shareholders' Meeting.


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CONSIDERATION OF DIRECTOR NOMINEES

Board Diversity

The NG&PP Committee and the Board believe that a diverse board leads to improved Company performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation. Thus, our Director nomination process is designed to consider diversity among the many factors that the Board considers in evaluating prospective nominees. Diversity, as considered by the NG&PP Committee, can encompass many attributes, from business experience, to substantive expertise, to education, to background, to gender, race and ethnicity. The goal of this process is to assemble a group of Board members with deep, varied experience, sound judgment and commitment to our success.

The NG&PP Committee is committed to seeking out qualified and diverse director candidates, including women and individuals from racial or ethnic minority groups, to include in the pool from which new Board nominees are chosen. We intend to succeed in accomplishing that goal through:

Suggestions from our Directors and senior management;

Hiring third-party search firms as needed;

Considering candidates proposed by shareholders in the same manner we evaluate candidates proposed by our Directors or senior management; and

Seeking qualified candidates from outside the traditional corporate environment (e.g., government, academia, private enterprise, non-profit organizations).

Our director refreshment over the last several years has resulted in a diverse group of independent directors with gender and racial diversity and significant experience. We will continue the progress made to date by continuing to implement our policy of recruiting diverse nominee candidates.

Board Diversity Matrix (as of April 11, 2022)
Total Number of Directors10
FemaleMaleNon-BinaryDid not Disclose Gender
Part I: Gender Identity
Directors28
Part II: Demographic Information:
African American or Black1
Alaskan Native or Native American
Asian
Hispanic or Latino
Native Hawaiian or Pacific Islander
White27
Two or More Races or Ethnicities
LGBTQ+*

*One director chose not to self-identify.


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Director Qualifications

The NG&PP Committee works with our Board to determine the characteristics, skills, and experiences desired for the Board as a whole and its individual members with the objective of having a Board with diverse background, experience, ethnicity, gender, race and skills. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. We endeavor to have a diverse Board representing varied and in-depth experience in business, healthcare, information technology, government and in areas that are relevant to our global activities (as more specifically described below). The NG&PP Committee also considers the composition of the Board as a whole, looking to achieve a balance of the above noted experience across the full Board and a blend of management and independent Directors, while also covering the need for specific skill sets such as Audit Committee and Compensation Committee expertise. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time.

In evaluating the suitability of individual Board members, our Board considers many factors, including independence; expertise in cloud and consumer information technology; expertise in enterprise software; clinical/provider, payer business or operations or healthcare policy experience; an understanding of financial statements; experience in management or governance of publicly traded companies; experience in global business; government or public policy experience; information protection (data privacy and cybersecurity) experience; and gender, race, ethnicity or other diversity.

The Board does not believe that Directors should expect to be re-nominated following the expiration of their terms. Directors up for re-nomination must meet the same standards and requirements and go through the same review process for consideration for re-nomination as those being considered as a newly appointed/elected candidate.

Skills and Experience

The NG&PP Committee works with the full Board to regularly evaluate Board composition to assess the skills and capabilities that are relevant to the Board's work and the Company's strategy and the number of directors needed to fulfill the Board's responsibilities under our Corporate Governance Guidelines and Committee charters.



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The table below summarizes the key qualifications, skills, and attributes that each Director and nominee brings to the Board. Each Director and nominee possess numerous other skills and competencies not identified below. A mark indicates a specific area of focus or expertise which the Board considers the person to contribute significantly to the overall Board skill set. A Director or nominee may possess a qualification or skill even if a mark is absent in the table. Director and nominee biographies above under "Information Concerning Directors and Nominees" describe each person's background and relevant experience in more detail.

Gerald E. BisbeeMitchell E. DanielsDavid T. FeinbergJulie L. GerberdingElder GrangerJohn J. GreischMelinda J. MountGeorge A. RiedelHalsey WiseWilliam D. Zollars
Independenceüüüüüüüüü
Knowledge, Skills and Experience
Cloud and consumer information technologyüüü
Enterprise software expertiseüüüü
Clinical/provider healthcare experienceüüüüüü
Payer healthcare experienceüüüüüüü
Policy aspects of healthcareüüüüüü
Financial statement expertiseüüüüüüüüüü
Management or governance of publicly traded companiesüüüüüüüüüü
Global businessüüüüüüüüüü
Government and public policy experienceüüüüüü
Information protection (data privacy and cybersecurity)üüüüü
Demographics
Race/Ethnicity
Black/African Americanü
White/Caucasianüüüüüüüüü
Gender
Femaleüü
Maleüüüüüüüü


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Nomination Process

The Board's NG&PP Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. The NG&PP Committee retains a third-party executive search and director recruitment firm from time to time to identify and assist in evaluating candidates, and the NG&PP Committee also identifies potential candidates on its own. Upon screening and recommendation by the NG&PP Committee, the Board has the responsibility for nominating candidates for election to the Board and for filling vacancies on the Board as they arise.

Shareholders who wish the NG&PP Committee to consider their recommendations for Director nominees should submit their recommendations in writing to the NG&PP Committee in care of our Corporate Secretary, Cerner Corporation, 2800 Rock Creek Parkway, North Kansas City, Missouri 64117. Any such recommendations should include the nominee's name and qualifications for Board membership. Generally, such proposed candidates are considered by the NG&PP Committee at its regularly scheduled meetings and, if recommended by the NG&PP Committee, presented for consideration by the Board at its regularly scheduled meeting during the first quarter of the year. Recommendations by shareholders that are made in accordance with these procedures will receive the same consideration given to other potential nominees considered by the NG&PP Committee.

In addition, the Company's Bylaws permit shareholders to nominate Directors for election at an annual shareholders' meeting. To nominate a Director, the shareholder must deliver the information required by the Company's Bylaws in accordance with the procedures described below in "Shareholder Proposals."

Each of the Board's nominees for this year's election, Mitchell E. Daniels, Dr. Elder Granger, John J. Greisch, Melinda J. Mount, George A. Riedel and R. Halsey Wise, has been recommended by our NG&PP Committee and nominated for election by the full Board. Additionally, each of our other Directors was, at the time of their election, recommended by our NG&PP Committee and nominated for election by the full Board.

Shareholder Access to Directors

The Board provides a process for shareholders and other interested parties to send communications to the Board or any of the individual Directors. Shareholders may send written communications to the Board or any of the individual Directors in care of our Corporate Secretary, by mail to Cerner Corporation, 2800 Rock Creek Parkway, North Kansas City, Missouri 64117 or by email to corporatesecretary@cerner.com. Communications will be compiled by our Corporate Secretary and submitted to the Board or the individual Directors, as applicable, on a periodic basis. In general, communications relating to corporate governance and Board matters are more likely to be forwarded than communications relating to ordinary business affairs or commercial solicitations.

Majority Voting for Directors

Cerner's Bylaws provide that, in the case of an uncontested Director election (i.e., where the number of nominees is the same as the number of Directors to be elected), Directors are elected by the affirmative vote of a majority of the votes cast, in person or by proxy, by the holders of outstanding shares of stock entitled to vote for the election of Directors. Any incumbent nominee for Director who fails to receive the requisite majority vote at an annual or special meeting held for the purpose of electing Directors, where the election is uncontested, must promptly - following certification of the shareholder vote - tender his or her resignation to the Board. The independent Directors (excluding the Director who tendered the resignation) will evaluate any such resignation in light of the best interests of Cerner and its shareholders in determining whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the Director's qualifications, the Director's past and expected future contributions to Cerner, the overall composition of the Board, and whether accepting the tendered resignation would cause Cerner to fail to meet any applicable rule or regulation (including Nasdaq Rules and federal securities laws). The Board will act on the tendered resignation, and publicly disclose its decision and rationale, within 90 days following certification of the shareholder vote.


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BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Leadership Structure

Our Corporate Governance Guidelines reserve the right to the Board to vest the responsibilities of Chairman of the Board and CEO in the same individual or to separate the roles. During 2021, the Board exercised its discretion to separate these positions when Dr. Feinberg was hired as President and Chief Executive Officer.

William D. Zollars has been elected as our Chairman of the Board. The Company believes that having an independent Chairman of the Board helps to ensure sufficient independence in its leadership and provides effective independent functioning of our Board in its oversight and governance responsibilities. The independent Chairman of the Board performs those functions and duties set forth in the Independent Chairman Responsibilities (available on our website at www.cerner.com under "About Us, Leadership") and as otherwise may be requested by our Board. The authorities, duties, and responsibilities of the Chairman include, among other things, working with management in developing Board meeting agendas and meeting schedules, presiding at executive sessions of the independent Directors, serving as a liaison between management and the Board or independent directors, and meeting regularly with the Chief Executive Officer and monitoring the performance of the Company's officers.

Each of the four Board Committees - Audit, Compensation, NG&PP and F&S - is composed solely of independent Directors, each with a different independent Director serving as Committee chair. The Board may establish other committees as it deems appropriate and delegate to those committees any authority permitted by applicable law and Cerner's Bylaws. We believe that the mix of experienced independent and management Directors that make up our Board, along with the separation of the Chairman of the Board and Chief Executive Officer and our independent Board Committees, benefits the Company and its shareholders.

The NG&PP Committee oversees an annual self-evaluation by the Board and each Committee, part of which focuses on the governance structure of the Board and its Committees, and seeks recommendations with respect to the leadership structure and practices best suited for us and our shareholders.

Oversight of Enterprise Risk

Much attention continues to be given to the subject of how companies identify and manage corporate risk. We believe that carefully taken risks can lead to innovation and business success. We also recognize that reckless acceptance of risk or the failure to appropriately identify and mitigate risks can be destructive to achieving our objectives and optimizing shareholder value.

Our Compliance team conducts an annual survey of our executive leadership team to identify risks, and together with our other compliance focused teams (such as Compliance, Human Resources, Internal Audit and Legal) and executive management, assesses and manages our various risks on a day-to-day basis, including the creation of appropriate risk management programs and policies. The risk assessment process is global in nature and has been developed to identify, assess and mitigate our risks, including the nature, likelihood, magnitude and control of the risks.

While risk oversight is a full Board responsibility, the management oversight of our Internal Audit team has been delegated to the Audit Committee. The Audit Committee also periodically reviews and explores with management our significant risk exposures, including without limitation financial, operational, data privacy, cybersecurity, business continuity, reputational, legal and regulatory risks, and the steps management has taken to monitor, mitigate and control such exposures, including our risk assessment and policies that have been adopted in connection with the management of such risks. Due to the dynamic nature of risk, the overall status of our significant risks is updated and adjustments are made to Board and Committee agendas throughout the year so that risks are reviewed at relevant times. This process facilitates the Board's ability to fulfill its oversight responsibilities of risk management.


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Protecting enterprise information - both data privacy and cybersecurity - is a key focus of the Board, and specifically the Audit Committee. As part of the Board's oversight of risk management, the Audit Committee receives regular reports at Board meetings from the Company's Chief Security Officer, covering the evolving cybersecurity threat landscape, our information protection security program, and the Company's key cybersecurity risk mitigation activities and controls.

In addition, an overall review of risk is inherent in the Board's consideration of our long-term strategies, including significant capital expenditures, acquisitions and divestitures and other financial matters. The Board's role in risk oversight is consistent with our leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing our risk exposure, and the Board and its Committees providing oversight in connection with those efforts.

Risk Management in Compensation Matters

The Compensation Committee has reviewed the Company's at-risk incentive compensation plans and has concluded they do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee reached this conclusion based upon results from a multifaceted risk review of the at-risk incentive compensation program elements. The risk review included, but was not limited to, evaluation of plan governance including policies and practices, plan structure, target setting practices, metric measurement, and pay determination. The combination of at-risk incentive compensation program elements established an appropriate risk balance for associates to achieve short-term and long-term Company goals. While the Compensation Committee oversees risk management strategy for compensation practices, the Company's management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Compensation Committee on such matters.

The following design features of our incentive compensation programs were noted as mitigating risk:

stock ownership guidelines for executives may reduce the risk of executives making decisions that benefit them in the short-term at the expense of the Company's long-term performance;

the design of annual incentives provides for the taking of a reasonable amount of risk in order to provide upside incentive compensation opportunity, while a payout cap on the incentives reduces risk by limiting the amount of short-term compensation that may be earned;

incentive goals are established using a rigorous and time-tested process and are tied to the Company's annual financial plan;

annual cash incentive plan metrics and goals for Section 16 officers were approved by the Compensation Committee within the first 90 days of the year for 2021 annual metrics;

the three-year performance-based equity incentive plan goals for Section 16 officers for 2021 grants were approved by the Compensation Committee in May 2021, prior to being granted;

the Company has a rigorous verification and review process to calculate the performance of each incentive plan; and

performance-based compensation is subject to clawback for associates receiving such incentive compensation.


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DIRECTOR COMPENSATION

Our non-employee Directors are paid commensurate with the time served during the Board year in quarterly installments. For the 2020-2021 Board year (from the 2020 Annual Shareholders' Meeting to the 2021 Annual Shareholders' Meeting) and the 2021-2022 Board year (from the 2021 Annual Shareholders' Meeting to the 2022 Annual Shareholders' Meeting), non-employee Directors received an annual cash retainer of $66,000. The Directors are not paid meeting fees. Each member of each Board committee receives an additional annual cash retainer as follows (with the retainer shown for Chairpersons inclusive of their retainer as members):

Committee
Member Annual Cash Retainer ($)
Chairperson Annual Cash Retainer ($)
Audit
12,50030,000
Finance & Strategy
12,50030,000
Compensation
7,50020,000
Nominating, Governance & Public Policy5,00015,000

For the 2020-2021 Board year and during the 2021-2022 Board year, the Lead Independent Director also received an additional $30,000 annual cash retainer, which was prorated during the 2021-2022 Board year for the time William Zollars served in that role.

On October 1, 2021, the roles of Chief Executive Officer and Chairman of the Board were split. At this time, William Zollars was appointed Chairman of the Board and the role of Lead Independent Director was retired for so long as an independent Chairman of the Board is appointed. The independent Chairman of the Board receives an annual retainer of $70,000, paid quarterly, and a $50,000 additional annual restricted stock award with one-year vesting, in addition to any committee member retainers.

Each non-employee Director also receives a grant of restricted stock with a fixed grant date target value of $250,000 during each year of service on the Board. In May 2021, pursuant to the Board equity compensation program, 3,188 shares of restricted stock of the Company were granted to each of the then-current non-employee Directors: Dr. Bisbee, Mr. Daniels, Dr. Gerberding, Dr. Granger, Mr. Greisch, Ms. Mount, Mr. Riedel, Mr. Wise and Mr. Zollars. Following his appointment as Chairman of the Board, Mr. Zollars received a prorated restricted stock grant of 492 shares with grant date target value of $37,500 for serving in this capacity during a portion of the 2021-2022 Board year. All restricted stock grants issued to Directors in 2021 will vest on the earlier of May 25, 2022, or the calendar day immediately preceding the date of the 2022 Annual Shareholders' Meeting.

Additionally, under the Board equity compensation program, each non-employee Director that is newly appointed or elected to the Board receives an initial grant of shares of restricted stock of the Company with a value equal to the annual equity grant value, $250,000 for the 2021-2022 Board year, with ratable vesting over three years provided such Director continuously serves as a member of the Cerner Board of Directors through such vesting dates. Board members appointed during the board year also receive a prorated equity grant for that year based on when they are appointed.

Award agreements underlying restricted stock issued to our non-employee Directors for the 2021-2022 Board year provide that, in the event of a change in control, any unvested restricted stock will become vested in full upon the effective date of the change in control. The consummation of the Transactions will constitute a "change in control" for purposes of currently held unvested restricted stock held by our directors.

The independent compensation consultant retained by the Compensation Committee works with management each year to review our current Board compensation package relative to our peer group. See discussion under "Compensation Discussion and Analysis – Compensation Peer Group" for more information on our 2021 peer group. Based on this review, compensation recommendations are made to our Compensation Committee and Board with respect to the non-employee Directors. The Compensation Committee, after review and discussion of the items

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set forth above, makes the ultimate decision as to the total compensation and compensation components of our non-employee Directors.

The Directors are subject to Cerner's Stock Ownership Guidelines and required to maintain ownership of 5-times the annual cash retainer for Directors, or $330,000 for 2021 and 2022. As of January 1, 2022, the annual measurement date, all non-employee Directors who were Directors on such date were in compliance with these guidelines.

Under the Cerner Corporation 2011 Omnibus Equity Incentive Plan (as amended, the "Omnibus Plan"), the aggregate value of all compensation paid or granted to any individual for service as a non-employee Director (other than a non-employee Director who is also Chairman of the Board) with respect to any calendar year, including equity awards granted under the Omnibus Plan and cash fees paid by the Company to such non-employee Director outside of the Omnibus Plan, may not exceed six hundred thousand dollars ($600,000), calculating the value of any grants awarded during such calendar year based on the grant date fair value of such grants for financial reporting purposes, excluding special compensation paid to any non-employee Director when serving as a Committee Chair or as Lead Independent Director. For a non-employee director who is Chairman of the Board, the cap is nine hundred thousand dollars ($900,000). The foregoing limitations will not take into account any grant made in connection with the initial appointment of a non-employee Director; and any shares deferred pursuant to a nonqualified deferred compensation arrangement will count against the foregoing limitation only during the calendar year in which such grant is initially made and not in the calendar year in which the deferred shares are ultimately issued.

2021 Director Compensation Table

The following table contains information regarding the compensation earned by non-employee Directors during our 2021 fiscal year.
NameFees Earned or Paid in Cash ($)Stock Awards ($) (1)Option Awards ($) (2)Non-Equity Incentive Plan Compensation ($)Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All Other Compensation ($)Total ($)
Gerald E. Bisbee, Jr., Ph.D., M.B.A.96,625 250,035 — — — — 346,660 
Mitchell E. Daniels, Jr., J.D.93,500 250,035 — — — — 343,535 
Linda M. Dillman(3)
19,938 — — — — — 19,938 
Julie L. Gerberding, M.D., M.P.H.78,500 250,035 — — — — 328,535 
Elder Granger, M.D.83,500 250,035 — — — — 333,535 
John J. Greisch, M.B.A.108,500 250,035 — — — — 358,535 
Melinda J. Mount, M.B.A.95,375 250,035 — — — — 345,410 
George A. Riedel, M.B.A.91,000 250,035 — — — — 341,035 
R. Halsey Wise, M.B.A.98,500 250,035 — — — — 348,535 
William D. Zollars(4)
143,500 287,565 — — — — 431,065 

(1)These amounts reflect the aggregate grant date fair value of each award granted to the non-employee Directors computed in accordance with FASB ASC Topic 718. Refer to Note 16 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for the relevant assumptions used to determine the grant date fair value of our stock awards. As of December 31, 2021, each then-current non-employee Director had the following number of restricted stock awards outstanding: Gerald E. Bisbee, 3,188; Mitchell E. Daniels, 3,188; Julie L. Gerberding, 3,188; Elder Granger, 5,403; John J. Greisch, 4,453; Melinda J. Mount, 4,453; George A. Riedel, 4,453; R. Halsey Wise, 4,453; and William D. Zollars, 3,680.


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(2)As of December 31, 2021, none of the non-employee Directors who were Directors on such date had any stock options outstanding.

(3)Ms. Dillman passed away in March 2021 and received prorated compensation for the 2020-2021 Board year.

(4)Mr. Zollars served as Lead Independent Director until October 1, 2021, when he was appointed as the independent Chairman of the Board of Directors.



EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and set forth below, and, based upon that review and discussion, recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation Committee:
Julie L. Gerberding, M.D., M.P.H.
George A. Riedel, M.B.A.
R. Halsey Wise, M.B.A.
William D. Zollars

This Compensation Committee Report and the "Compensation Discussion and Analysis" is not deemed "soliciting material" and is not deemed filed with the Securities and Exchange Commission or subject to Regulation 14A or the liabilities under Section 18 of the Exchange Act.
____________________


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COMPENSATION DISCUSSION AND ANALYSIS

This section explains our executive compensation program and specifically describes the application of that program to the following Named Executive Officers ("NEOs"), whose compensation information is presented in the tables and narrative discussion below in accordance with Securities and Exchange Commission rules. In accordance with Item 402(a) of Regulation S-K, we are reporting on each person who served as Principal Executive Officer or Principal Financial Officer during the fiscal year, and one former executive officer who was not an executive officer as of our fiscal year-end but would otherwise have been one of our next three highest compensated executive officers. As a result, we are reporting on a total of eight NEOs for fiscal year 2021.

NameTitle at fiscal year-end (FYE) 2021
David T. Feinberg
President and Chief Executive Officer (Principal Executive Officer)(1)
Mark J. Erceg
Executive Vice President and Chief Financial Officer (Principal Financial Officer)(2)
Travis S. Dalton
Executive Vice President, and Chief Client & Services Officer and President, Cerner Government Services(3)
Jerome LabatExecutive Vice President and Chief Technology Officer
Tracy L. PlattExecutive Vice President and Chief Human Resources Officer
Brent Shafer
Senior Advisor; Former Chairman of the Board and Chief Executive Officer (Former Principal Executive Officer)(4)
Marc G. Naughton
Former Executive Vice President and Chief Financial Officer (Former Principal Financial Officer)(5)
Donald D. Trigg
Former President(6)

(1)Dr. Feinberg assumed the roles of President and Chief Executive Officer on October 1, 2021.

(2)Mr. Erceg assumed the roles of Executive Vice President and Chief Financial Officer on February 22, 2021.

(3)Mr. Dalton was promoted to Executive Vice President and Chief Client & Services Officer on January 15, 2021.

(4)Mr. Shafer served as Chairman of the Board and Chief Executive Officer until October 1, 2021, at which time he transitioned to the role of Senior Advisor.

(5)Mr. Naughton served as Executive Vice President and Chief Financial Officer until February 22, 2021, at which time he transitioned to the role of Senior Advisor and served in that capacity until he departed the Company on March 31, 2021.

(6)Mr. Trigg served as an executive officer until he departed the Company on August 19, 2021.

References to the Compensation Committee in this Compensation Discussion and Analysis also refer to its subcommittees, where applicable.

This Compensation Discussion and Analysis includes discussion of the following non-GAAP financial measures: Adjusted Operating Margin, Adjusted Net Earnings, Adjusted Diluted Earnings Per Share ("Adjusted EPS"), and Adjusted Free Cash Flow. Definitions of, and further details regarding these non-GAAP financial measures, including reconciliations to their most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), can be found in Appendix I.



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Executive Summary

Leadership Changes. During 2021, Cerner had several changes among members of our executive team. David T. Feinberg, M.D. became President and Chief Executive Officer on October 1, 2021, and Brent Shafer transitioned to Senior Advisor on that same date. The acceleration of Mr. Shafer's departure would qualify as a termination without Cause under his existing employment agreement. However, the parties agreed to reduce the benefits that would be payable to Mr. Shafer as discussed below. Donald D. Trigg departed in August 2021; Mark J. Erceg replaced Marc G. Naughton as Chief Financial Officer in February 2021; and Travis S. Dalton replaced John T. Peterzalek as Chief Client & Services Officer in January 2021. Mr. Naughton, Mr. Peterzalek and Mr. Trigg were each terminated without Cause and received payments as outlined in their respective Executive Severance Agreements.

2021 Business Results. A significant portion of the total compensation of our NEOs who were executives at the end of 2021 – 96% for our CEO and 90% on average for other NEOs – is tied to our performance via cash incentives and equity awards. Highlights of 2021 financial results include:

A 4% increase in bookings to $5.83 billion in 2021 compared to $5.58 billion in 2020.
A 5% increase in revenues to $5.76 billion in 2021 compared to $5.51 billion in 2020.
GAAP operating margin for 2021 was 12.3% compared to 16.6% in 2020. Adjusted Operating Margin for 2021 was 21.7% compared to 19.9% in 2020.
Net earnings decreased 29% from $780 million in 2020 to $556 million in 2021. Adjusted Net Earnings increased 14.8% from $879 million in 2020 to $1.01 billion in 2021.
GAAP diluted earnings per share decreased 27% from $2.52 in 2020 to $1.84 in 2021. Adjusted EPS increased 18.0% from $2.84 in 2020 to $3.35 in 2021.
Cash flows from operating activities increased 23.3% from $1.44 billion in 2020 to $1.77 billion in 2021.
Cash collections of client receivables of $6.13 billion in 2021 compared to $5.70 billion in 2020.

2021 COVID-related Business Impacts. The headwinds from the COVID-19 pandemic faced by our healthcare delivery clients during 2020 moderated in 2021. This anticipated rebound was factored into target setting for 2021 by management and the Compensation Committee. What did not change in 2021 was our continued focus on the health and well-being of our associates and ensuring compliance with client safety guidelines for our on-site associates. In support of these efforts, our associates continued to operate remotely throughout the year, and we provided on-site COVID-19 vaccination clinics for associates in the United States and India.

Human Capital and Diversity, Equity and Inclusion

Cerner's associates are dedicated to improving healthcare experiences for our clients and their caregivers. Our human capital strategies and programs enable us to attract, engage and retain a diverse global workforce to execute and deliver for our caregivers and shareholders.

During 2021, we continued to optimize our organizational operating model, while continuing to build our leadership teams with leaders from the outside and top talent from within. We seek to provide opportunities for advancement for all. In fact, roughly half of our external hires and internal promotions at the director and above levels over the past two years were women and/or people with ethnically diverse backgrounds. As Cerner continues to evolve, we want our associates to learn and grow with us to better serve our caregivers. To support associate learning and development at all levels of the Company, last year we made significant investments to offer a range of learning opportunities, including e-learning, virtual training, and on-the-job learning.

We believe strongly in the accountability of our leaders in shaping our associate culture and commitment to diversity, equity and inclusion ("DEI"). To reinforce this accountability, we added an Organizational Health metric to the 2021 performance-based cash incentive plan applicable to our NEOs and other senior leaders, which is intended to measure and develop strategies to continually improve associate inclusion and engagement.

People leaders take part in ongoing work based on our associate feedback mechanisms to develop and implement action plans to improve associate experiences, teamwork and connection. We also leveraged associate feedback in

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assessing and making enhancements to our total rewards portfolio. Our revised global job architecture implementation was completed early in 2021 and is designed to unlock greater career mobility for our associates and enable greater agility in our talent management processes. Our enhanced performance management framework and global recognition systems have been designed to create stronger mechanisms to drive a performance-based culture and more cohesive culture centered around our associate behaviors.

We continue to focus on promoting inclusive practices and engagement efforts to further our commitment to diversity, equity and inclusion. We deployed 27 diversity development programs throughout 2021, allowing associates to develop critical diversity skills and abilities, network, and gain inspiration from top diversity thought leaders. A few highlights from these efforts are that we:

Launched a program that all managers and leaders will complete focused on building skills and techniques to help root out unconscious bias in the workplace and build inclusive work environments.
Continued our commitment to the CEO Action Pledge for Diversity and Inclusion, with over 3,000 associates completing training to learn best practices when faced with difficult DEI conversations and strategies to help mitigate micro-aggressions.
Created the Allies in Action program, giving leaders opportunities to share their view on inclusive leadership, which led to engagement of over 8,000 associates.
Engaged over 5,000 associates in our Associate Business Resource Groups (ABRGs). The ABRGs hosted 52 engagement events that generated momentum to drive inclusive practices and greater accountability across the enterprise.

Our human capital strategy, inclusive of our DEI efforts, has earned Cerner a multitude of recognition. In 2021, Cerner received eight awards highlighting our efforts to build a diverse, equitable and inclusive culture including Forbes Best Employer for Diversity, Women Engineer Magazine's Top 50 Employers, Forbes Best Employers by State, Forbes Best Employers for Women 2021, Greater Kansas City Chamber of Commerce – Champion of Diversity Award, HRC Foundation Best Place to Work for LGBTQ Equality, National Org on Disability Leading Disability Employer and a Perfect Score on the Human Rights Campaign Equality Index.

Announced Acquisition by Oracle

On December 20, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the "Merger Agreement") with Cedar Acquisition Corporation ("Merger Subsidiary"), which is a wholly owned subsidiary of OC Acquisition LLC ("Parent"), Parent, which is a wholly owned subsidiary of Oracle Corporation ("Oracle"), and (solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle. Pursuant to the Merger Agreement, on January 19, 2022, Oracle commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of our common stock for a purchase price of $95.00 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. Following the completion of the Offer, Merger Subsidiary will merge with and into Cerner (the "Merger" and, together with the Offer and the other transactions contemplated by the Merger Agreement, the "Transactions"), with Cerner continuing as the surviving corporation and as a wholly owned indirect subsidiary of Oracle, at which time the shares of our common stock would cease to be publicly held. Completion of the Merger is subject to certain conditions, including but not limited to, a) shareholders holding a majority of the outstanding shares of our common stock tendering their shares in the Offer, and b) receipt of certain regulatory approvals, including certain foreign antitrust and foreign direct investment laws. The Offer is being made pursuant to a Tender Offer Statement on Schedule TO (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) filed by Oracle with the Securities and Exchange Commission on January 19, 2022, as has been amended from time to time. The Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission related to the Offer on January 19, 2022, as has been amended from time to time. The Company continues to operate independently and remains focused on our operations, generating stakeholder-aligned results and helping to improve healthcare for caregivers and patients around the world. Therefore, the Compensation Committee has generally employed the same compensation philosophy and programs, which were enhanced in 2021, but has made certain updates for 2022 executive compensation as a result of the entry into the Merger Agreement. Compensation changes for 2022 resulting from the Merger Agreement, as well as the

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treatment of various outstanding compensatory awards and benefit plans upon consummation of the Merger, which were approved by the Board to provide retention incentives to associates and to facilitate the transaction, are described under "Merger-Related Compensation" below.

Say-on-Pay and Governance

In 2022, we are conducting our annual advisory "say-on-pay" vote requesting your advisory approval of the compensation to our NEOs as outlined in this Compensation Discussion and Analysis and the tables and narrative discussion that follow. In this discussion, we summarize our executive compensation programs and objectives and provide an overview of how and why the Compensation Committee of our Board of Directors made specific compensation decisions regarding our NEOs.

Our executive compensation say-on-pay proposals received 88% support at the 2021 Annual Shareholders' Meeting and over 93% at the 2020 Annual Shareholders' Meeting. Given these recent say-on-pay vote results, the Compensation Committee has determined that our approach to compensation should remain relatively consistent in 2022, with some modifications discussed below in light of the proposed Merger.

Other aspects of our compensation program are intended to further align our executives' interests with those of our shareholders and ensure adherence to corporate governance best practices related to executive compensation.

What We Do
What We Don't Do
Utilize stock ownership guidelines that require the retention of equity awards made to our executives and non-employee Directors.
All performance-based compensation, including both cash and equity, and severance payments awarded to our NEOs during 2021 were subject to clawback.
Equity compensation awarded during 2021 was subject to "double trigger" vesting upon a change in control.
We engage a fully independent compensation consultant who utilizes a peer group, which is approved by our Compensation Committee, for evaluating Company pay practices.
The majority of NEO compensation is equity-based, with half of equity awards being performance-based and all equity awards being denominated and settled in shares.
The TSR portions of our performance-based equity requires 55th percentile performance for target awards to be earned; further, payouts are capped at target if our absolute TSR is negative over the measurement period.
We have an Equity-based Grant Policy which ensures grant dates will be outside of trading blackout periods except for new hires and as specifically approved by the Compensation Committee.
We utilize multiple performance metrics in our performance-based compensation to mitigate risk and create alignment with shareholder long-term interests.
Regularly review risks associated with compensation.
Our Section 16 officers and directors are prohibited from entering into hedging transactions or pledging more than 50% of stock acquired from the Company without express approval.
We do not pay tax gross-ups on any severance payments.
We do not permit annual CEO compensation to exceed three times that of the next highest paid executive.
We do not have excessive perquisites.
We do not have executive pension benefits.
We do not reprice stock options.
We do not maintain uncapped executive incentive plans.

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During 2021, the following modifications to our compensation programs and policies were made to further strengthen our governance framework and align with shareholder value creation:

Our change in control vesting provisions were amended to require that all equity grants made in 2021 require a "double trigger" prior to any change in control vesting acceleration.
Effective January 1, 2021, our stock ownership guidelines were amended to include significant multiple-of-base salary requirements for executives at levels comparable to our peers. During 2021, we further modified our definition of what awards under our equity-based, long-term incentive plan compensation awards are included to better align with market practices. Unexercised non-qualified stock options and unvested performance-based restricted stock units are no longer counted for satisfying our ownership guideline requirements.
The performance period for performance-based restricted stock units was lengthened to a full three-year measurement period. Previously, three consecutive one-year measurement periods were used.
A Relative Total Shareholder Return ("TSR") metric was added to our performance-based restricted stock units.

Compensation Peer Group

The independent compensation consultant retained by the Compensation Committee works with our human resources team each year to analyze potential peer companies based on industry, markets, business models and a range of financial measures. Based on this analysis, an appropriate peer group is proposed each year. The Compensation Committee reviews and approves the peer group for the upcoming year based on the analysis provided and in consultation with their independent consultant.

The companies included in our 2021 peer group for compensation comparison were selected based on industry relevance and scope relevance. From an industry perspective, we examined companies in standard industrial classifications pertaining to computer programming and data processing, computer programming services, prepackaged software, computer integrated system design and computer processing and data preparation services. We then filtered the companies using financial measures to ensure that the peer companies were of generally relevant size and scope. Companies in our peer group generally have market capitalizations of between 0.2X and 3X that of our market capitalization, revenues of between 0.5X to 3X our annual revenue, and market capitalization to revenue multiples of at least 2X.

Our peer group for 2021 remained unchanged from 2020 as it was determined that our peer group companies continued to fall within our parameters.

2021 Compensation Peer Group
Akamai Technologies, Inc.IQVIA Holding, Inc.
Autodesk, Inc.Leidos Holdings, Inc.
Broadridge Financial Solutions, Inc.NortonLifeLock, Inc.
Cadence Design Systems, Inc.Open Text Corporation
Citrix Systems, Inc.Palo Alto Networks, Inc.
Cognizant Technology Solutions CorporationSquare, Inc.
Equinix, Inc.SS&C Technologies Holdings, Inc.
Genpact LimitedSynopsys, Inc.
Global Payments, Inc.VMWare, Inc.
Intuit, Inc.Workday, Inc.



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Independent Compensation Consultant

The Compensation Committee has authority to secure the services of advisors both internal and external to the Company, including the retention of outside consultants to review executive compensation, non-employee director compensation and to perform any other analysis the Compensation Committee deems appropriate. The Compensation Committee has worked with our internal resources, such as our Chief Human Resources Officer and our human resources compensation team, along with an outside consultant to carry out its responsibilities. Since July 2020, the Compensation Committee has retained Pay Governance LLC ("Pay Governance") as its independent compensation consultant. During 2021, the independent compensation consultant was engaged to advise the Compensation Committee regarding executive and Board compensation matters, including competitive pay analysis, peer group selection, executive offers, updates on trends in executive and director compensation, performance metric plan design, stock ownership requirements, updates and market alignment of our stock ownership guidelines, review of the Compensation Discussion and Analysis and related tables and executive compensation matters implicated by the proposed Merger.

The Compensation Committee reviews the independence of its compensation consultant annually by applying the factors required by SEC and Nasdaq rules and determining that no conflict of interest exists. The 2021 review affirmed Pay Governance has no conflicts of interest.

Compensation Strategy and Practices

Rewards Strategy. Our rewards strategy is designed to offer competitive, comprehensive compensation and benefits packages to attract, motivate, reward and retain top talent to deliver value to our clients and shareholders. Our philosophy is to pay for demonstrated performance, such as attainment of business and individual goals, business results, leadership, and delivering value through strong client relationships. We view performance through the lens of both "what" our associates and executives do and also "how" they do it, as measured by our five core associate behaviors:

https://cdn.kscope.io/8d9f52fa1fb1e045e0977d794b54bf33-associatebehaviors.jpg

We analyze the total compensation for our NEOs compared to the compensation of the corresponding NEOs in our peer group to support alignment with our strategy of targeting aggregate compensation that approximates the median (50th percentile) of our peer group, with top performers able to earn above the median. We believe this strategy keeps us competitive in the marketplace.

Compensation Structure. To provide incentives to attain our business goals, a significant portion of executive compensation is at-risk and tied to both short and long-term Company performance. Compensation for our NEOs includes: i) base salary, ii) performance-based cash incentive compensation, iii) long-term incentive plan equity award compensation, which consisted of performance-based restricted stock units ("PSUs") and time-based restricted stock units ("RSUs") for our NEOs in 2021, and iv) limited perquisites, as discussed below.

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We believe this structure aligns NEO pay to Company performance for the following reasons:

Our performance-based annual cash compensation plan utilizes multiple performance metric targets to align pay with performance. Awards under the plan are fully at risk and tied to company performance. Each NEO's award is also subject to reduction or elimination based on their individual performance or otherwise.

Equity makes up a large majority of the NEO compensation mix, creating strong alignment with shareholders.

In 2021, the performance-based equity or PSU structure was changed to measure performance over a three-year performance period and the performance metrics were modified to be Adjusted EPS, Revenue Growth and TSR. These changes are further discussed below under the section Long-Term Incentive Plan Compensation. We believe this structure motivates executives to drive long-term financial performance and further aligns executive compensation with shareholder returns. All PSU awards are fully at-risk.

We believe our base salary, incentive compensation and any perquisites are competitive and allow us to attract and retain talent within our senior leadership group, which drives Company performance.

For 2021, 96% of Dr. Feinberg's total target compensation mix was at-risk and 90% of the total compensation mix for our other NEOs who were executives at the end of 2021 combined was at-risk. Our at-risk compensation consists of our performance-based cash incentive compensation and equity awards.

Setting Compensation. Each year, the Compensation Committee reviews peer group compensation levels for all elements of compensation for each NEO and the compensation history of each NEO across each element of total compensation over the past three years. Typically, our Chief Executive Officer, along with our Chief Human Resources Officer, makes compensation recommendations to the Compensation Committee with respect to the NEOs' compensation (excluding the CEO's compensation). The Compensation Committee also considers individual performance, Company performance, any changes in roles and responsibilities, internal equity, succession plans and data and advice from the independent compensation consultant and the Company's Chief Human Resources Officer and Chief Executive Officer. With respect to equity awards, the Compensation Committee also considers factors such as recent and expected future contributions to results. The Compensation Committee meets each year in executive session to evaluate the performance of the CEO and determine his compensation package.

These factors, in conjunction with the above stated compensation philosophies and structures are weighed by the Compensation Committee in determining and approving the levels for each component of compensation for the upcoming year. For 2022, the Compensation Committee has considered the terms of the Merger Agreement and has set market-aligned compensation for the Company's NEOs for 2022 to operate as usual until the Merger closes upon satisfaction of closing conditions.

Compensation Mix. Annual cash compensation targets are set at a level to enable us to attract and retain executives while creating meaningful incentives to attain annual performance goals. Equity compensation comprises a significant majority of our total NEO target compensation and is granted partly in time-vested RSUs and partly in performance-based PSUs to bolster retention, provide meaningful performance-based incentives, create strong alignment with our corporate imperatives and financial performance and drive long-term value creation for the Company and our shareholders.

For 2021, target cash compensation (base salary and annual bonus) for Dr. Feinberg was a 40%/60% mix of base salary and target performance-based cash incentives. Our other NEOs who were executives at the end of 2021 had a pay mix ranging from 45%/55% to 54%/46% of base salary and target performance-based cash incentives.



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The targeted equity mix for NEOs in 2021 was a mix of 50% RSUs and 50% PSUs. Awards to Dr. Feinberg and Ms. Platt met this target, while several NEOs have a different mix as follows:

Mr. Erceg's overall grant mix was 44% in PSUs and 56% in RSUs, inclusive of his annual equity grants and incremental RSUs granted upon hiring and to enhance retention in a highly competitive environment following the announcement of Mr. Shafer's departure.

Mr. Dalton's overall grant mix was 32% in PSUs and 68% in RSUs, inclusive of his annual equity grants and incremental RSUs granted upon promotion and to enhance retention in a highly competitive environment following the announcement of Mr. Shafer's departure.

Mr. Labat's overall grant mix was 40% in PSUs and 60% in RSUs inclusive of his annual equity grant and incremental RSUs granted to enhance retention in a highly competitive environment following the announcement of Mr. Shafer's departure.

2021 Named Executive Officer Compensation

Base Salary. Base salaries for NEOs are based on the duties and responsibilities that each NEO is expected to discharge during the current year and on the NEO's performance during the prior year. With guidance and consultation with our independent compensation consultant, we also ensure that our NEOs' compensation is within reasonable market comparison ranges and in line with our compensation strategy described above. In 2021, annual base salaries for the NEOs were as follows:

NEO
2021 Base Salary ($)
David T. Feinberg
900,000
Mark J. Erceg
700,000
Travis S. Dalton
550,000
Jerome Labat
600,000
Tracy L. Platt
491,000
Brent Shafer850,000
Marc G. Naughton620,000
Donald D. Trigg700,000

Other than Mr. Dalton, none of our NEOs received base salary increases during 2021. This decision was based on a combination of our NEO compensation positioning relative to market compensation benchmarks and the management decision to direct all base pay merit increase funding for 2021 to associates below director level. Mr. Dalton received a 10% base salary increase in January 2021 in connection with his promotion to Executive Vice President and Chief Client & Services Officer.

Performance-Based Cash Incentive Compensation. Our performance-based cash incentive compensation plans are designed to provide a meaningful incentive to deliver sustained performance against the Company's established financial targets on both a quarterly and annual basis.

All NEOs are eligible to participate in the Cerner Corporation 2018 Performance Compensation Plan ("Performance Compensation Plan"), which provides incentive compensation payouts based on satisfaction of specified performance goals for a particular performance period, as established by the Compensation Committee.


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In 2021, our NEOs were awarded performance-based cash incentive compensation targets under our Performance Compensation Plan as follows:
NEO
2021 Annual Target Bonus Level ($)
David T. Feinberg
1,350,000(1)
Mark J. Erceg
840,000(2)
Travis S. Dalton
600,000
Jerome Labat
550,000
Tracy L. Platt
414,000
Brent Shafer1,275,000
Marc G. Naughtonn/a
Donald D. Trigg750,000

(1) Prorated to $337,500 for the year based on a start date of October 1, 2021.

(2) Prorated to $630,000 for the year based on a start date of February 22, 2021.

Other than Mr. Dalton, whose target bonus increased from $500,000 to $600,000 as a result of his promotion, no NEO received performance-based cash incentive compensation target level increases in 2021, consistent with our approach to NEO base pay increases for 2021. Due to his departure prior to Compensation Committee approval of 2021 performance-based cash incentive targets, Mr. Naughton did not have a cash compensation incentive target for 2021. Mr. Trigg had a 2021 cash incentive compensation target of $750,000, none of which was earned or received due to his departure prior to the end of 2021.

Each year, the Compensation Committee selects financial performance measures ("Performance Measures") to hold NEOs accountable to drive business growth, profitability, organizational health, customer satisfaction, and return to our shareholders. Specific targets for each Performance Measure are established each year based on our financial plan for the upcoming year. Prior to approval, the Compensation Committee reviews the performance targets proposed by management to ensure they reflect appropriate business growth and return to our shareholders.

In 2021, the Compensation Committee established the Performance Measures for 2021 awards under the Performance Compensation Plan during the first quarter of 2021. Substantially consistent with the prior year, 2021 Performance Measures included Adjusted EPS, Revenue and Adjusted Free Cash Flow with certain changes, along with new metrics for Organizational Health and Client Success. Threshold payout was 0% for each metric, with the exception of Organizational Health which had a threshold payout of 50%. Target payout was 100% and Maximum payout was 200% for each metric. Each metric is described in further detail below.

Adjusted EPS – reflects our drive to expand operating margin and grow bottom line earnings which we believe are important drivers of return to our shareholders. As demonstration of our commitment to drive value, our 2021 target represented a substantial 11% increase above both our 2020 target level and actual results.

Revenue – reflects our commitment to grow our business and top-line revenue each year. Our 2021 target represented a 4% increase above our 2020 target level and a 6% increase from 2020 actual results.

Adjusted Free Cash Flow – reflects the importance of cash generation to investors and is a good barometer of our ongoing operating results and economic performance. Our 2021 target represented a significant increase of 25% above our 2020 target and a modest 7% decrease from actual results in 2020, which greatly exceeded targets.


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Organizational Health – reflects the importance of our associate experience and ability to attract, engage and retain associates to position our business for success. This metric is measured by the change in the overall index scores for Engagement (50%) and Inclusion (50%) from our global associate survey conducted in January 2021 vs. January 2022. 2021 targets were set to incent the maintenance and expansion of Cerner's high levels of engagement and inclusion as reflected in our January 2021 associate survey results.

Client Success – reflects the importance of delivering value and positive experiences to clients as key to our financial success and ability to advance our mission of improving healthcare delivery experiences for caregivers and patients. This metric was measured by the change in the Net Promoter Score ("NPS") of our top 80 largest clients from the end of 2020 to the end of 2021. Targets for 2021 were set to incent improvements in client experiences and value delivery to clients, with target awards being earned only if an increase in NPS was achieved.

Performance Measure
Threshold
2021 Target
Maximum
Adjusted EPS
$2.92$3.15$3.38
Revenue
$5.740 billion
$5.850 billion
$5.960 billion
Adjusted Free Cash Flow
$811 million
$877 million
$939 million
Client Success-7% or greater change1% to 2% increase+7% or more change
Organizational Health-6% or greater change+/-2% change+6% or more change

2021 Performance Measure weights, targets and actual results for each metric were as follows:

Performance Measure
Weight
2021 Target
2021 Result
Payout Earned
Adjusted EPS
40%$3.15$3.35175%
Revenue
20%
$5.850 billion
$5.765 billion
43%
Adjusted Free Cash Flow
20%
$877 million
$1.319 billion
200%
Client Success10%1% to 2% increase4% decrease70%
Organizational Health10%+/-2% change-8% (Engagement)
-3% (Inclusion)
62.5%

Based on the above weights and results, performance-based cash incentives were earned and paid out at 132% for all NEOs eligible for awards in 2021.

In an effort to best reflect a true measure of performance, calculations of Performance Measures for compensatory purposes may vary from year to year and be different from those used for financial reporting purposes. The Adjusted EPS and Adjusted Free Cash Flow targets and results we use for our Performance Compensation Plan are non-GAAP financial measures, which consider the impact of certain items that we believe do not directly correlate to the underlying performance of our business operations.

Our calculation of Adjusted Free Cash Flow for purposes of determining executive compensation may differ from similarly titled financial measures that we publicly disclose. The Adjusted Free Cash Flow results have been adjusted for performance-based cash incentive calculation purposes as detailed and reconciled to GAAP in Appendix I.



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2021 Performance-based Cash Incentive Attainment

NEO (1)Target Incentive Amount ($)% Of Target Incentive Amount Earned (2)Amount Earned ($)
David T. Feinberg(3)
337,500132%445,500
Mark J. Erceg(4)
630,000132%831,600
Travis S. Dalton600,000132%792,000
Jerome Labat550,000132%726,000
Tracy L. Platt414,000132%546,480
Brent Shafer1,275,000132%1,683,000

(1) Messrs. Naughton and Trigg did not receive payments under the Performance Compensation Plan for 2021.

(2) The maximum performance-based cash incentive opportunity for a NEO is 200% of the NEO's annual target incentive amount.

(3) Dr. Feinberg was hired on October 1, 2021, and was eligible to receive performance-based cash compensation based on the same full year metrics as the other NEOs, but with his target bonus level prorated to account for his service during one quarter of 2021.

(4) Mr. Erceg was hired on February 22, 2021, and was eligible to receive performance-based cash compensation based on the same full year metrics as the other NEOs, but with his target bonus level prorated to account for his service during three quarters of 2021.

Long-Term Incentive Plan Compensation. Our Cerner Corporation 2011 Omnibus Equity Incentive Plan (the "Long-Term Incentive Plan") is designed to drive long-term shareholder value and retain valuable associates and executives by: i) positioning us competitively as an employer, ii) creating an incentive for associates to contribute to our sustained, long-term growth, iii) creating a mutual interest between our associates and shareholders, and iv) providing financial incentives for associates. The program encourages associate stock ownership in an effort to align associates' interests with the interests of shareholders. Awards under our Long-Term Incentive Plan may consist of, among other things, stock options, restricted stock, RSUs, PSUs and performance shares. The Compensation Committee annually approves an aggregate equity value target for all eligible associates as well as specific equity targets for our NEOs, other executive officers and members of the Board. Equity grants are typically made to an executive upon commencement of employment with us or upon an associate's promotion to an executive role. Executives are also eligible for additional Long-Term Incentive Plan grants on an annual basis as individual and Company performance warrants. The type and size of grants are based on each individual's level of responsibility; the individual's contributions to the achievement of our financial and strategic objectives; the individual's anticipated future contributions to the Company; our compensation philosophy including our objective of providing significant compensation in the form of performance-based compensation; internal equity; and input from our independent compensation consultant, including market practices and pay levels of our approved peer group.

The Board of Directors has adopted an Equity-based Grant Policy, which outlines the grant practices with respect to equity-based grants awarded under our Long-Term Incentive Plan. This policy establishes grant dates for our equity awards and ensures grant dates will be outside of trading blackout periods except in the case of new hires and as approved by the Compensation Committee. Under the policy, the Board of Directors, the Compensation Committee or an authorized subcommittee of the Compensation Committee approves: i) the equity grant type, ii) the grant date, and iii) the number of shares or an objective formula for calculation of the number of shares for all equity grants made to our NEOs and Section 16 officers.

Under the Equity-based Grant Policy, the date of grant must be set at the time of grant approval, where the date: a) will be on or after the grant approval date, b) will not be during a quarterly blackout period as defined in our insider

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trading policy, and c) will be a date that is at least one full trading day after the public disclosure of such material, non-public information if the Board of Directors or the Compensation Committee is aware of any material, non-public information at the time it approves the grant. Stock option awards, to the extent granted, are made at an exercise price that is equal to the closing market price of our Common Stock on the date of grant.

In 2021, equity grants for NEOs were set by the Compensation Committee based on assessment of the factors outlined in the "Compensation Strategy and Practices" section above. The size of each NEO's equity grant is based on the factors described above, but we do not specifically weight these factors or use a formula to determine the current year's award. The decision is based on the judgment of our CEO (for the other NEOs' awards) and Compensation Committee members. RSUs granted to our NEOs as part of their annual grant vest ratably over a three-year period and PSUs cliff vest three years from the date of grant based on the achievement of performance targets. Certain RSUs granted in conjunction with hiring or promotion have different vesting terms as described in the footnotes of the table below. Certain changes to vesting terms were made in connection with the entry into the Merger Agreement as described below.

The following table details equity grants made to our NEOs in 2021:

NEO (1)
Type of Grant
Equity Grant (#)
Equity Grant ($) (2)
David T. Feinberg
RSU(3)
120,4459,187,545
PSU(4)
118,8699,190,473
Mark J. Erceg
RSU(5)
60,6644,550,002
PSU(6)
44,4963,591,880
Travis S. Dalton
RSU(7)
39,6023,025,139
PSU(8)
17,8611,441,791
Jerome Labat
RSU(9)
39,1243,000,028
PSU(8)
25,0682,023,577
Tracy L. Platt
RSU(9)
16,9541,300,033
PSU(8)
16,2941,315,317
Brent Shafer
RSU(10)
32,6042,500,075
Donald D. Trigg
RSU(11)
35,8642,750,052
PSU(12)
34,4692,782,438

(1)Mr. Naughton did not receive any equity awards in 2021.

(2)These amounts reflect the aggregate grant date fair value of the RSU or PSU awards granted under our Long-Term Incentive Plan as described under "2021 Named Executive Officer Compensation - Long-Term Incentive Plan Compensation." Refer to Note 16 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for fiscal year ended December 31, 2021, for the relevant assumptions used to determine the valuation of these awards.

(3)Dr. Feinberg was granted 120,445 RSUs on November 1, 2021, in connection with his hire. 56,536 of the RSUs were scheduled to vest on October 1, 2022, 31,954 on October 1, 2023, and 31,955 on October 1, 2024, subject to continued employment through the applicable vest date. The first tranche of 56,536 RSUs were accelerated and vested on December 29, 2021, as described below.

(4)Dr. Feinberg was granted 118,869 PSUs on November 1, 2021, in connection with his hire. These PSUs will vest on May 7, 2024, subject to meeting the performance metrics approved by the Compensation Committee for all PSU grants made in 2021, as described below, and subject to continued employment through the applicable vest date.


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(5)Mr. Erceg was granted 17,628 RSUs on February 22, 2021, in connection with his hire, which were scheduled to vest in equal portions on February 22, 2022, February 22, 2023, February 22, 2024 and February 22, 2025. The remaining 43,036 RSUs were granted to him on May 7, 2021, with 14,345 of the RSUs scheduled to vest on May 7, 2022, 14,345 on May 7, 2023 and 14,346 on May 7, 2024. All of Mr. Erceg's RSUs are subject to continued employment through the applicable vest date. The first tranche of each of these RSU awards (an aggregate of 18,752 RSUs) were accelerated and vested on December 20, 2021, as described below.

(6)Mr. Erceg was granted 15,668 PSUs in connection with his hire and 28,828 as part of his annual compensation package. Both PSU awards were made on May 10, 2021 and will vest on May 7, 2024, subject to meeting performance metrics approved by the Compensation Committee for all PSU grants made in 2021, as described below and subject to continued employment through the applicable vest date.

(7)Mr. Dalton was granted 6,672 RSUs on February 12, 2021 in connection with his promotion, which were scheduled to vest in equal portions on February 12, 2022 and February 12, 2023, subject to continued employment through the applicable vest date. Mr. Dalton was granted 32,930 RSUs on May 7, 2021, with 10,976 of the RSUs scheduled to vest on May 7, 2022, 10,976 on May 7, 2023 and 10,978 on May 7, 2024, subject to continued employment through the applicable vest date. The first tranche of these RSU awards (an aggregate of 14,312 RSUs) were accelerated and vested on December 20, 2021, as described below.

(8)All PSUs granted to Mr. Dalton, Mr. Labat and Ms. Platt were granted on May 10, 2021 and will vest on May 7, 2024, subject to meeting the performance metrics approved by the Compensation Committee for all PSU grants made in 2021, as described below, and subject to continued employment through the applicable vest date.

(9)All RSUs granted to Mr. Labat and Ms. Platt were granted on May 7, 2021 and were scheduled to vest in approximately equal portions on May 7, 2022, May 7, 2023 and May 7, 2024, subject to continued employment through the applicable vest date. The first tranche of these RSU awards (i.e., the tranche to vest during the first half of 2022) was accelerated and vested on December 20, 2021, as described below.

(10)Mr. Shafer was granted 32,604 RSUs on May 7, 2021 which were scheduled to vest fully on May 7, 2022, subject to continued employment through the applicable vest date. However, pursuant to Mr. Shafer's Transition Agreement, dated October 5, 2021 and described below under "New or Material Modifications to Employment Terms", vesting was fully accelerated to October 13, 2021.

(11)Mr. Trigg was granted 35,864 RSUs on May 7, 2021 which were scheduled to vest in approximately equal portions on May 7, 2022, May 7, 2023 and May 7, 2024, subject to continued employment through the applicable vest date. However, pursuant to Mr. Trigg's Separation Agreement executed September 3, 2021, vesting of all RSUs was fully accelerated on September 13, 2021.

(12)Mr. Trigg was granted 34,469 PSUs on May 10, 2021 which were scheduled to vest on May 7, 2024, subject to meeting the performance metrics approved by the Compensation Committee for all PSU grants made in 2021, as described below, and subject to continued employment through the applicable vest date. However, pursuant to Mr. Trigg's Separation Agreement, vesting of all PSUs at the target level was fully accelerated on September 13, 2021.

On May 8, 2021, the Compensation Committee approved the new performance metrics and performance target levels for the 2021 PSUs granted to our NEOs. The PSUs will be earned based on Revenue Growth, Adjusted EPS and Relative TSR performance targets established at the beginning of the three-year performance period and calculated with interpolation between stated performance levels.

These metrics, which were new to our performance-based equity awards in 2021, reflect an increased long-term orientation and the importance of long-term revenue growth, continuous margin expansion and delivering return to our shareholders via expanded earnings and returns on capital. The Compensation Committee included a revenue-

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based metric to increase NEO incentive to deliver long-term, top-line growth; an earnings-based metric to reflect and incentivize NEOs to achieve our goals for expanding operating margins and growing the bottom line; and Relative TSR to more closely align our NEO compensation with our shareholder interests and create motivation to strive for above-market returns by requiring above-median performance to attain target level payout. The Compensation Committee believes that these metrics will drive long-term value creation for our associates and shareholders.

Performance targets for Revenue Growth and Adjusted EPS align with the Company's long-range plan as reviewed and approved by the Board. Revenue Growth is the compound annual growth rate of revenue measured between December 31, 2020 and December 31, 2023, rounded up or down to the nearest one-tenth of a percent. These metrics may be adjusted to remove the effects of unforeseen material events such as acquisitions, divestitures, and changes in tax rates.

Relative TSR measures Cerner's stock performance over the performance period against the MSCI Healthcare Index based on the average closing share price for the twenty-consecutive trading day period ending on the first and last days of the performance period. If the Company's absolute TSR is negative over the performance period, the total number of PSUs earned under the Relative TSR component will be capped at 100%.

In addition to the performance targets, all PSU awards are subject to continued employment through the vest date.

The following table details the performance targets for the 2021 PSUs granted to our NEOs:

Revenue Growth
(40% Weight)
Adjusted EPS
(40% Weight)
Relative TSR
(20% Weight)
Performance Level3-Year CAGR Revenue GrowthAward Earned as a % of Target2023 Adjusted EPS TargetsAward Earned as a % of TargetRelative TSR TargetsAward Earned as a % of Target
Threshold2.5%0%$3.290%
< 30th Percentile
0%
3.0%50%$3.3850%
30th Percentile
50%
Target4.0%100%$3.58100%
55th Percentile
100%
5.0%150%$3.78150%
Maximum5.5%200%$3.88200%
80th Percentile
200%

PSU grants made in 2019 and 2020 included Adjusted Operating Margin as the Performance Measure which was measured over three performance periods against targets set at the time of the grants. The performance periods for the 2019 grants were Q4 2019, Q4 2020 and full-year 2021. The performance periods for the 2020 grants were Q4 2020, full-year 2021 and full-year 2022. Each performance period measurement is calculated independently (with interpolation between the stated performance levels for the 2020 PSU grants). Shares earned each year are banked until the cliff vest date, which occurs on the third anniversary of the grant date, subject to continued employment through the vest date.

As a result of our 2021 performance relative to the attainment of the established Adjusted Operating Margin performance targets for the 2019 PSUs and the 2020 PSUs granted to our NEOs, 75% of the target level of PSU shares available to be earned in 2021 under the 2019 PSU grant were banked and 135% of the target level of PSU shares available to be earned in 2021 under the 2020 PSU grant were banked, subject to continued employment through the vest date. Banked shares are shown in the table below.


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NEO (1)Grant DateVest DateAvailable Shares2021 Adjusted Operating Margin TargetActualAward Earned as a % of TargetShares Earned (2)
Travis S. Dalton4/30/20204/28/20234,80421.0%21.7%135%6,486
Jerome Labat6/1/20206/1/20236,88821.0%21.7%135%9,299
Tracy L. Platt4/30/20204/28/20235,54921.0%21.7%135%7,492
Brent Shafer
4/29/2019(3)
4/29/202225,84922.5%21.7%75%19,387
4/30/20204/28/202318,49521.0%21.7%135%24,969

(1)As discussed in "Potential Payments Upon Termination or Change in Control", all of Messrs. Naughton's and Trigg's outstanding PSUs were accelerated in connection with their departures.

(2)This represents the shares banked (as described above) based on 2021 performance for the respective awards. These banked shares are not vested and distributed to the NEO until the final Vest Date indicated in the table.

(3)All three performance periods under Mr. Shafer's April 29, 2019 PSU award have completed and the banked shares will fully vest on April 29, 2022. 45,236 shares have been banked for the 2019 and 2020 performance periods under this award. Of the 77,547 total Available Shares from this award, a total of 64,623 will be earned on the vest date, which represents 83% of the Available Shares.

Acceleration of Vesting. In connection with tax planning efforts related to the proposed acquisition of our Company by Oracle, the Compensation Committee accelerated the vesting date of a portion of unvested RSU awards held by Dr. Feinberg, Mr. Erceg, Mr. Dalton, Mr. Labat and Ms. Platt, which would otherwise have vested within the subsequent 6-month period (prior to June 30, 2022) for Mr. Erceg, Mr. Dalton, Mr. Labat and Ms. Platt, and which otherwise would have vested in the subsequent 12-month period (prior to December 2022) for Dr. Feinberg, to December 20, 2021 and December 29, 2021, respectively. Each NEO whose equity was accelerated agreed in writing that if the NEO's employment with the Company ends prior to the original vesting date of the accelerated RSUs for any reason which would not trigger accelerated vesting under their Executive Severance Agreement (or Executive Employment Agreement for Dr. Feinberg), the NEO is required to, as applicable, forfeit and return the number of shares subject to the RSU that would not have otherwise vested or repay the Company an amount equal to the value of the shares on the settlement date plus any realized gains from the sale of such accelerated RSU shares.

Benefits. We also offer medical, dental, vision, group term life, accidental death and dismemberment, travel accident insurance and a 401(k) plan in which the NEOs may elect to participate. During 2021, we also offered an associate stock purchase plan. The cost of these plans and opportunity for benefits thereunder are the same for the NEOs as for all other eligible associates and any Company contributions are made to the NEOs on the same basis as all other eligible associates. We offer these plans as part of our overall benefits and compensation package to remain competitive in the market and retain talent.

Perquisites. We offer certain perquisites to our NEOs to help them effectively use their limited personal time and in recognition that they are on call 24 hours a day, seven days a week.

We utilize Company aircraft (whether owned, leased or otherwise made available via fractional leasehold or ownership interest or charter, herein referred to as "Corporate Aircraft") to, among other things, increase the number of client visits our key associates can make, respond quickly to clients or partners for meetings, client development or other business reasons, to permit efficiency and productivity in route to business meetings, to mitigate COVID-19 exposure risk and to reduce costs of hotel rooms, rental cars and other expenses required when associates travel for business purposes.

In certain circumstances, Corporate Aircraft are available for personal use by certain Cerner executives as approved by the Compensation Committee or executive management. Personal use of the Corporate Aircraft by any NEO,

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other executive officers or Directors, over or in lieu of any personal use value approved by the Compensation Committee is prohibited unless such use is pursuant to a written aircraft time sharing agreement with us. Notwithstanding the foregoing, however, if there is an empty seat on a business flight, personal use by an NEO, executive officer or Director may be permitted if there is zero additional incremental cost to Cerner and such personal use is approved by a designated executive officer or the Compensation Committee. Business travel needs override all personal use requests.

We convert the Compensation Committee-approved value of personal use of Corporate Aircraft into hours of flight time in accordance with corporate policies based on the incremental cost to use Cerner's Corporate Aircraft and excluding any "deadhead" hours and any additional incremental cost incurred in connection with Cerner's decision to require an executive to use third party aircraft made available to Cerner under a fractional ownership or leasehold program or charter instead of Company leased aircraft when business needs dictate.

During 2021, the Compensation Committee-approved a prorated personal use value for Dr. Feinberg of up to a value of $100,000, prorated for his one quarter of service during 2021 (or $25,000). Dr. Feinberg's personal use of the Corporate Aircraft was below the Compensation Committee approved value, and therefore we paid him an immaterial amount, which was the difference between the approved value and the value of his personal use. However, for SEC reporting purposes, the approved value of $25,000 plus deadhead costs of $7,641 (which were not counted against his personal use limit) must be aggregated and reported as a perquisite. Therefore, the value reported in the Summary Compensation Table for Dr. Feinberg's personal use of our Corporate Aircraft is $32,641.

During 2021, the Compensation Committee approved a personal use value for Mr. Shafer of up to a value of $100,000. Mr. Shafer's personal use of the Corporate Aircraft was below the Compensation Committee approved value, and therefore we paid him an immaterial amount, which was the difference between the approved value and the value of his personal use. However, for SEC reporting purposes, the approved value of $100,000 plus deadhead costs of $55,883 (which were not counted against his personal use limit) must be aggregated and reported as a perquisite. Therefore, the value reported in the Summary Compensation Table for Mr. Shafer's personal use of our Corporate Aircraft is $155,883.

In certain circumstances, we provide financial assistance when we request an associate to relocate for Cerner business purposes. The Compensation Committee approved relocation packages for Dr. Feinberg and Mr. Erceg, plus any necessary tax gross-ups on the packages. Amounts related to these perquisites are included in the Summary Compensation Table.

The Compensation Committee believes that the perquisites provided to our NEOs are reasonable. Except as specifically noted, we generally do not pay any tax gross-ups with regard to the taxable income related to these perquisites.

Clawback of Incentive Compensation

Performance-based compensation paid to our NEOs for all years beginning with 2008 is subject to clawback provisions pursuant to performance plan agreements with our NEOs. These agreements provide that in the event of a Mandatory Restatement (as defined in the Performance Compensation Plan), some or all of any amounts paid to a participant and related to such restated period(s) will be recoverable and must be repaid as determined appropriate by our Board of Directors, in most cases within 90 days of such restatement(s), regardless of participant fault. The amount to be repaid will be up to the amount by which the incentive compensation paid or received exceeds the amount that would have been paid or received based on the financial results reported in the restated financial statement(s). Additionally, if the NEO is individually found by our Board of Directors to have engaged in fraud or misconduct that caused or partially caused the need for a Mandatory Restatement, then all amounts paid as an incentive payment earned and related to the restated period(s) will be fully recoverable. And, commencing in 2016, all incentive compensation payments earned under our incentive compensation plans that are forfeitable or recoverable by Cerner pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank") and in accordance with any Cerner policies and procedures adopted by the Compensation

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Committee in order to comply with Dodd-Frank (even if such policies or procedures are adopted in the future), will also be forfeitable.

The Company adopted an Incentive Awards and Severance Payment Clawback Policy for executive officers and Applicable Persons, effective January 1, 2021 (the "Clawback Policy"), pursuant to which the Committee may recoup equity or cash incentive compensation awarded, or payments made under severance agreements agreed to, after January 1, 2021 from, among others, the Company's Section 16 officers ("Applicable Persons"), in the event of detrimental conduct. Detrimental conduct includes intentional violations of certain significant Company policies and the confidentiality or restrictive covenant provisions of an associate's employment agreement; intentional misconduct causing harm to the Company; engagement in a material act of fraud, theft or misappropriation of Company property; and a material violation of a separation or severance agreement. Additionally, the Clawback Policy provides that the Compensation Committee can recoup incentive compensation and severance from Applicable Persons if there is a material restatement of financial results and the restatement would cause the incentive award payment to be materially less or the subject executive was responsible for the restatement, or as required by law. The Clawback Policy permits the Company to clawback compensation during a period equal to the lesser of three years or the date of the bad act. The Compensation Committee has discretion to determine whether and to what extent to seek recoupment based on specific facts and circumstances.

Hedging and Pledging

We have adopted a Hedging and Pledging Policy that prohibits our Section 16 officers (including our NEOs) and directors from (i) entering into hedging or monetization transactions with respect to Company stock, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in, or engaging in any short sale of, the Company's securities, or (ii) pledging more than 50% of Company stock acquired pursuant to a bonus or benefit plan without prior approval from the Company's Securities Watch Team. None of our NEOs have entered into hedging or pledging arrangements pertaining to their Cerner Common Stock.

2022 Named Executive Officer Compensation

In 2022, our Chief Human Resources Officer and CEO reviewed and considered with the Compensation Committee the total compensation levels for each NEO and the appropriate mix of base salary, performance-based cash incentive compensation and equity awards.

Dr. Feinberg's 2022 compensation and equity awards were previously approved by the Committee in conjunction with his hiring on October 1, 2021.

Based on the Committee's belief that significant changes were made to our compensation program in 2021 have already yielded positive results, improved shareholder alignment and greater stakeholder alignment and create strong motivation for management to deliver strong short and long-term performance, we have largely maintained our 2021 compensation programs but have updated certain aspects to align with the terms of the Merger Agreement.

Our 2022 performance-based cash incentive program will continue to have financial-related performance metrics of Revenue and Adjusted Free Cash Flow. Adjusted EPS is being replaced with Adjusted Operating Earnings as a profitability-based metric due to the proposed acquisition, which, if closed during 2022, could render Adjusted EPS not measurable in a meaningful way to incent and retain our NEOs. These financial metrics are again complemented with quantitative Organizational Health and Client Success metrics, as described above, with the exception that Client Success will be measured in 2022 based on the NPS across our entire client base rather than our 80 largest clients.

Our 2022 performance-based equity awards will be structured to incent performance, based on two performance metrics: Revenue Growth and Adjusted Operating Earnings Growth. As noted above, the pending acquisition could render both Adjusted EPS and Relative TSR not measurable, thus they have been removed as performance metrics

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for 2022. Adjusted Operating Earnings Growth is intended to incent continued margin expansion and earnings growth.

Based on the Merger Agreement entered into in December 2021, all 2022 NEO annual equity grants provide for prorated vesting in the event of a post-Change-in-Control termination within one year of the award grant date.

The Compensation Committee approved the following 2022 NEO compensation packages. Any base pay changes are effective on March 27, 2022 and performance-based cash incentive targets are effective for the 2022 fiscal year. Equity grants were made on March 4, 2022. The Compensation Committee also approved Dr. Feinberg's personal use of the Corporate Aircraft in 2022 up to a value of $100,000, calculated consistently with past practice.

NEOBase Salary ($)Performance-based Cash Incentive Target ($)Maximum Performance-based Cash Incentive Opportunity ($)Approved Equity Grant Value ($) (1)Total Target Compensation ($)
David T. Feinberg900,0001,350,0002,700,00013,500,00015,750,000
Mark J. Erceg700,000840,0001,680,0004,800,0006,340,000
Travis S. Dalton550,000600,0001,200,0003,150,0004,300,000
Jerome Labat600,000550,0001,100,0004,300,0005,450,000
Tracy L. Platt525,000450,000900,0002,600,0003,575,000

(1)50% of the Equity Grant Value for each NEO listed was granted as RSUs and 50% as PSUs on March 4, 2022. RSUs are scheduled to vest in approximate equal portions on March 4, 2023, March 4, 2024 and March 4, 2025, subject to continued employment through the applicable vesting dates. PSU are scheduled to vest on March 4, 2025, subject to achievement of the Revenue Growth and Adjusted Operating Earnings Growth performance metrics approved by the Compensation Committee and continued employment through the vest date. Both awards were granted under our Long-Term Incentive Plan as described under "2021 Named Executive Officer Compensation - Long-Term Incentive Plan Compensation" and contain terms consistent with those described under "Merger-Related Compensation."

Internal Pay Equity

Our internal pay equity guidelines provide that the CEO's total cash compensation shall not be more than three times that of the next highest executive officer's total cash compensation. Our Board must approve any exception to these guidelines. Compensation decisions for 2021 and 2022 were in line with these guidelines.

Stock Ownership Guidelines

Ownership in our Company demonstrates a long-term commitment and ensures strong alignment of interests of Directors and our leadership with the interests of shareholders.

Our stock ownership guidelines require each executive that is a Senior Vice President and above and each non-employee Director to have an Ownership Position, with at a minimum, a total Share Value (at the time of calculation) equal to the "Ownership Multiple" set forth in the table below, times the annual base pay or annual cash retainer, as appropriate, in effect on the date calculated. The guidelines were revised, effective January 1, 2022, to exclude outstanding stock options and unvested PSUs from counting towards meeting the required Ownership Multiple. Guideline compliance is measured on January 1st of each year.


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Role
Ownership Multiple of Cash Retainer or Base Pay
Board of Directors (non-employees)
5x
Chief Executive Officer
6x
President
5x
Executive Vice President
3x
Senior Vice President
2x

The "Ownership Position" is determined based on each individual's equity holdings value. "Share Value" is based on the average closing price of the Company's common stock as reported on The Nasdaq Stock Market using the average of the closing stock price for the 20 trading days immediately preceding (and ending on the trading date immediately prior to) the date of calculation. Shares counted toward satisfaction of the Ownership Position include any shares fully owned, including shares owned by a spouse, dependent children or a trust; non-vested time-based restricted stock or RSUs; fully vested shares held in our 401(k) Plan; and shares purchased through our Associate Stock Purchase Plan ("ASPP").

Newly eligible executives or non-employee Directors, or those executives or non-employee Directors who are not in compliance as of the measurement date, must retain 50% of Net Shares received as a result of exercise, vesting or payment of any Company equity awards granted to such executive or non-employee Director until the ownership guidelines are met. The Net Shares amount for non-employee directors is calculated using the closing price of Company stock as reported on The Nasdaq Stock Market on the trading day immediately preceding the date of exercise, vesting or payment of the equity award. "Net Shares" means those shares that remain after shares are sold or withheld, as the case may be, to (i) pay any applicable exercise price for an equity award, or (ii) satisfy withholding tax obligations arising connection with the exercise, vesting or payment of an equity award.

At the annual measurement date on January 1, 2022, all of the NEOs and non-employee Directors who were subject to the guidelines on that date were compliant with the applicable stock ownership guidelines.

Retirement

We have a 401(k) retirement plan in which contributions are made to the NEOs on the same basis as all other associates. We offer this plan as part of our overall benefits and compensation package to remain competitive in the market and retain talent. We make matching contributions to the plan, on behalf of participants, in an amount equal to 33% of the first 6% of the participant's salary contribution. We also have the option to make a second-tier discretionary match to participants' accounts deferring at least 2% of their base salary, if approved by the Compensation Committee. The discretionary match is calculated as a percentage of paid base salary to plan participants based on performance against established financial metric targets, such as Adjusted EPS targets used in our Performance Compensation Plan. A second-tier match was paid at 1.5% of eligible paid base salary for 2021. Effective January 1, 2022, the matching contribution was increased from 33% to 50% of the first 6% of the participant's salary contribution and the second-tier discretionary match has been eliminated.

Associate Stock Purchase Plan

We have an Associate Stock Purchase Plan under which participants may elect to contribute 1% to 20% of eligible compensation to the plan, subject to annual limitations determined in accordance with the Internal Revenue Code. Participants may purchase our Common Stock at a 15% discount on the last trading day of the purchase period. All associates that meet the eligibility requirements under the ASPP, including the NEOs, are allowed to participate with the exception of those who own an aggregate of 5% or more of the total outstanding shares of our stock. Given the proposed acquisition of the Company by Oracle, no new participants were permitted to participate in the ASPP after January 1, 2022, and no further ASPP offering periods will be made following the close of the offering period ending March 31, 2022. The ASPP will be terminated as of five calendar days prior to the expiration date of the Offer.

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Employment Agreements

We enter into employment agreements with our associates, including the NEOs. The material terms of the NEOs' employment agreements (which, with the exception of our CEOs whose Executive Employment Agreements includes severance terms, are supplemented and amended by a Cerner Executive Severance Agreement) provide, or in the case of Messrs. Naughton, Trigg and Shafer provided, for:

at-will employment;
Dr. Feinberg and Mr. Shafer, an annual base salary, a potential annual bonus and specified use of our Corporate Aircraft, all as determined annually by the Board;
severance payments and benefits upon certain termination events, as discussed in detail below under "New or Material Modifications to Employment Terms" and under "Potential Payments Upon Termination or Change in Control";
assignment to us of all discoveries, inventions, improvements or other work product related to our business;
a nondisclosure provision that survives in perpetuity; and
each of the NEOs other than Mr. Labat, non-competition and non-solicitation provisions that are effective during the term of the executive's employment and for two years following termination of employment for any reason; Mr. Labat will be subject to non-competition and non-solicitation provisions similar to the other NEOs if he is reimbursed for relocation.

Each of our NEOs have entered into separate indemnification agreements with us, which, together with their employment agreements, create mutual indemnification obligations with Cerner. Additionally, all of our NEOs have voluntarily executed a Cerner mutual arbitration supplement to their employment agreements, the form of which is substantially similar to that executed by most of our U.S. based associates, whereby the associate voluntarily agrees to mutual arbitration in the event of a dispute with Cerner.

New or Material Modifications to Employment Terms

David T. Feinberg

David T. Feinberg, M.D., joined the Company as President and Chief Executive Officer on October 1, 2021, and the Company and Dr. Feinberg entered into an Executive Employment Agreement effective as of the same date. As approved by the Compensation Committee, and memorialized in Dr. Feinberg's Executive Employment Agreement, his compensation includes: (i) an initial annual base salary of $900,000; (ii) an initial annual target cash bonus level opportunity of $1,350,000 under the Performance Compensation Plan; (iii) a 2022 annual equity award of $13,500,000 comprised of 50% RSUs, which vest ratably over three years, subject to continued employment, and 50% PSUs, which cliff vest on March 4, 2025, subject to achieving performance metrics established by the Compensation Committee and continued employment through the vest date; (iv) a prorated 2021 annual equity award with a value of $3,375,000 comprised of 50% RSUs, which vest ratably over three years, subject to continued employment through the vest date, and 50% PSUs, which cliff vest on May 7, 2024 (consistent with other NEO PSU grants made on May 10, 2021), subject to achieving performance metrics established by the Compensation Committee and continued employment through the vest date; (v) a one-time cash bonus of $375,000 primarily to replace his accrued annual incentive from his previous employer; (vi) a 2021 "make whole" equity award equal to $15,000,000 (the "Make Whole Grant") to replace the potential value of equity compensation forfeited by Dr. Feinberg as a result of his resignation from his former employer to accept his position with Cerner, comprised of 50% RSUs, of which 50% vest after one year, 25% after two years and 25% after three years, subject to continued employment, and 50% PSU's, which cliff vest on May 7, 2024 (consistent with other NEO PSU grants made on May 10, 2021), subject to achieving performance metrics established by the Compensation Committee and continued employment through the vest date; (vii) personal use of corporate aircraft up to a value not to exceed $100,000 annually and prorated for 2021; (viii) benefits generally provided to other Cerner associates, and such other benefits as determined by the Compensation Committee from time to time; and (ix) reimbursement for reasonable business expenses and relocation assistance for his relocation to Kansas City. Related to the proposed acquisition of the Company by Oracle, the first tranches of the RSUs in items (iv) and (vi) above were accelerated to December 29, 2021, subject to a right of the Company to clawback the RSUs or a requirement to repay the Company if Dr.

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Feinberg leaves the Company prior to October 1, 2022 for any reason which would not trigger accelerated vesting under his Executive Employment Agreement.

Dr. Feinberg's Executive Employment Agreement entitles him to certain contractual rights including, but not limited to, severance payments and benefits upon certain termination events, generally consistent with those rights of our other NEOs as more fully described below under "Potential Payments Upon Termination or Change in Control," but with the following notable differences. As more fully described in our current report on Form 8-K filed August 19, 2021 (with capitalized terms being defined under his Executive Employment Agreement), in the event of termination by Cerner other than for Cause or on account of death or Disability, or resignation by Dr. Feinberg following Constructive Termination, in each case, prior to a Change in Control or more than 12 months after a Change in Control: (1) Dr. Feinberg is entitled to immediate vesting of the time-based RSU portion of the Make Whole Grant; (2) the outstanding unvested PSU portion of the Make Whole Grant will vest or be forfeited in accordance with the terms of the award agreements, based on the applicable performance goals; and (3) except as provided in (1) above, Dr. Feinberg is entitled to immediate vesting of any shares or other property relating to time-based RSUs having a "date of grant" or "grant date" (as listed in such awards) that is at least 12 months before the effective date of Dr. Feinberg's termination and that were originally, ignoring the application of this acceleration and assuming continuous employment, scheduled to vest by the second anniversary of the effective date of his termination. Any PSUs that have not settled by the effective date of his termination, time-based RSUs having a "date of grant" or "grant date" within 12 months of the effective date of his termination and stock options that have not vested as of the effective date of his termination would be forfeited.

On January 15, 2022, the Compensation Committee approved entering into a letter agreement (a "Waiver") with Dr. Feinberg dated December 20, 2021 that amends his Executive Employment Agreement effective in connection with the closing of the Transactions. Pursuant to the Waiver, Dr. Feinberg agreed to waive any right to voluntarily terminate his employment for "good reason" or "constructive termination" due to a material, adverse change in his authority, duties, position or responsibilities or change in reporting structure for a period of 12 months following the closing date of the Transactions (the "Waiver Period"). If Dr. Feinberg's employment with the Company, Parent or any parent, subsidiary or affiliate of the Company or Parent (collectively, the "Cerner Group") during the 12-month period following the closing of the Transactions is terminated without Cause or for any other reason that constitutes constructive termination or good reason, he will become entitled to receive the payments, vesting acceleration and benefits under his agreement for a qualifying termination in connection with a change in control (the "Severance Benefits"). If Dr. Feinberg remains employed with the Cerner Group through the completion of the Waiver Period, then he will be paid, issued and provided, as applicable, all the Severance Benefits (regardless of whether he remains employed thereafter with the Cerner Group), except that if he continues to stay employed, he will not be entitled to any Severance Benefits relating to continued COBRA benefits. Thereafter, he will have no continuing severance rights or entitlements, and no member of the Cerner Group will have any continuing severance obligations to him under his agreement. The Compensation Committee approved this Waiver in order to facilitate the completion of the Transactions and the retention of Dr. Feinberg.

Mark J. Erceg

Mark J. Erceg joined the Company as Executive Vice President and Chief Financial Officer on February 22, 2021, and the Company and Mr. Erceg entered into an employment agreement effective as of the same date. As approved by the Compensation Committee, Mr. Erceg's compensation includes: (i) an initial annual base salary of $700,000; (ii) an initial $840,000 annual target cash bonus level opportunity under the Performance Compensation Plan; (iii) an equity award equal to $4,600,000 and comprised of 50% RSUs, which vest ratably over three years, subject to continued employment, and 50% PSUs, which cliff vest on May 7, 2024 (consistent with other NEO PSU grants made on May 10, 2021), subject to achieving performance metrics established by the Compensation Committee and continued employment through the vest date; (iv) a one-time new hire equity award equal to $2,500,000 and comprised of 50% RSUs, which vest ratably over four years, subject to continued employment, and 50% PSUs (consistent with other NEO PSU grants made on May 10, 2021), subject to achieving performance metrics established by the Compensation Committee and continued employment through the vest date; (v) benefits generally provided to other Cerner associates, and such other benefits as determined by the Compensation Committee from time to time; and (vi) reimbursement for reasonable business expenses and relocation assistance for his relocation to

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Kansas City. Related to the proposed acquisition of the Company by Oracle, the first tranches of the RSUs in items (iii) and (iv) above were accelerated to December 20, 2021, subject to a right of the Company to clawback the RSUs or a requirement to repay the Company if Mr. Erceg leaves the Company prior to the original vesting date of the accelerated RSUs for any reason which would not trigger accelerated vesting under his Executive Severance Agreement.

Mr. Erceg also entered into an Executive Severance Agreement with us, which entitles him to contractual rights to severance payments and benefits upon certain termination events, generally consistent with those rights of our other NEOs as more fully described below under "Potential Payments Upon Termination or Change in Control," but with the following notable differences. As more fully described in our current report on Form 8-K filed January 21, 2021 (with capitalized terms being defined under his Cerner Executive Severance Agreement): in the event of termination by Cerner other than for Cause or on account of death or Disability, or resignation by Mr. Erceg following Constructive Termination, in each case, prior to a Change in Control or more than 12 months after a Change in Control, Mr. Erceg is entitled to immediate vesting of any shares or other property relating to time-based RSUs having a "date of grant" or "grant date" (as listed in such awards) that is at least 12 months before the effective date of Mr. Erceg's termination and that were originally, ignoring the application of this acceleration and assuming continuous employment, scheduled to vest by the second anniversary of the effective date of his termination. Any PSUs that have not settled by the effective date of his termination, time-based RSUs having a "date of grant" or "grant date" within 12 months of the effective date of his termination and stock options that have not vested as of the effective date of his termination would be forfeited.

Jerome Labat

Related to the proposed acquisition of the Company by Oracle, 24,521 RSUs were accelerated to December 20, 2021, subject to a right of the Company to clawback the RSUs or a requirement to repay the Company if Mr. Labat leaves the Company prior to the original vesting dates of the accelerated RSUs for any reason which would not trigger accelerated vesting under his Executive Severance Agreement.

On January 15, 2022, the Compensation Committee approved entering into a Waiver with Jerome Labat dated January 14, 2022 that amends his Executive Severance Agreement effective in connection with the closing of the Transactions. Pursuant to the Waiver, Mr. Labat agreed to waive any right to voluntarily terminate his employment for "good reason" or "constructive termination" due to a material, adverse change in his authority, duties, position or responsibilities or change in reporting structure during the Waiver Period. If Mr. Labat's employment with the Cerner Group during the 12-month period following the closing of the Transactions is terminated without Cause or for any other reason that constitutes constructive termination or good reason, he will become entitled to receive the Severance Benefits under his agreement for a qualifying termination in connection with a change in control. If Mr. Labat remains employed with the Cerner Group through the completion of the Waiver Period, then he will be paid, issued and provided, as applicable, all the Severance Benefits (regardless of whether he remains employed thereafter with the Cerner Group), except that if he continues to stay employed, he will not be entitled to any Severance Benefits relating to continued COBRA benefits. Thereafter, he will have no continuing severance rights or entitlements, and no member of the Cerner Group will have any continuing severance obligations to him under his agreement. The Compensation Committee approved this Waiver in order to facilitate the completion of the Transactions and the retention of Mr. Labat.

Brent Shafer

Mr. Shafer and the Company entered into a letter agreement on April 30, 2021 ("Letter Agreement") memorializing the terms of his transition to Senior Advisor and separation from Cerner. The acceleration of Mr. Shafer's departure would qualify as a termination without Cause under his Executive Employment Agreement. However, the parties agreed to reduce the benefits that would be payable to Mr. Shafer under his Executive Employment Agreement as discussed below. To facilitate the transition in leadership, Mr. Shafer agreed to continue to serve as Chief Executive Officer and Chairman of the Board for a variable term while the Board searched for the Company's next Chief Executive Officer, at which time he would transition to a non-executive Senior Advisor role to assist with transitioning his duties and responsibilities to the CEO successor for one year. Dr. Feinberg succeeded Mr. Shafer as

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Chief Executive Officer on October 1, 2021, and therefore Mr. Shafer will continue to serve as a Senior Advisor until October 1, 2022 (his "Departure Date").

Pursuant to the Letter Agreement, Mr. Shafer was entitled to the following compensation for serving as Chief Executive Officer through October 1, 2021: (i) continuation of base salary of $850,000; (ii) continuation of eligibility under the Performance Compensation Plan at current levels through December 31, 2021; (iii) continuation of eligibility for personal use of the Corporate Aircraft and, as relevant, a cash payment equal to the difference between his previously disclosed personal use value and the actual value of his personal use through October 1, 2021; (iv) receipt of an equity award for 2021 consisting of time-based RSUs with an aggregate grant date value of $2,500,000, that will vest on the one-year anniversary of the grant date; and (iv) continuation of eligibility for benefits generally provided to other Cerner associates.

Additionally, following Mr. Shafer's execution and non-revocation of his Transition Agreement containing a general mutual release of claims, Mr. Shafer was entitled to the following compensation for serving as Senior Advisor through his Departure Date to assist in the transition of responsibilities to Dr. Feinberg: (i) continuation of base salary of $850,000; (ii) immediate acceleration of any outstanding stock options or time-based RSUs which otherwise would have vested on or before his Departure Date and which therefore would not have been forfeited; (iii) benefits generally provided to other Cerner associates, and such other benefits as determined by the Board from time to time; and (iv) a lump sum payment (within 60 days following his Departure Date) equal to the value of two years of the difference between his COBRA coverage premium and what he was paying for his and his dependents' health, vision and dental coverage on his Departure Date. Mr. Shafer will not participate in our annual incentive plan or receive any further equity awards in his role as Special Advisor. All PSUs held by Mr. Shafer will remain eligible to vest in accordance with the applicable award agreements until his Departure Date. If Mr. Shafer's employment is terminated prior to his Departure Date by reason of his death or disability, any PSUs which otherwise would have vested on or before his Departure Date will immediately vest on the date of his death or disability assuming 100% of target level performance.

As part of entering into the Letter and Transition Agreements, Mr. Shafer forfeited his eligibility for severance benefits under his Executive Employment Agreement except in the event of his termination without Cause, in which case the severance provisions within his Executive Employment Agreement would control. However, Mr. Shafer's Executive Employment Agreement (excluding any right to any severance payment or severance benefit thereunder) otherwise remains in full force and effect, and he continues to be subject to the non-competition, non-solicitation and confidentiality obligations thereunder.

Severance Arrangements

Because employment with Cerner is at-will, Cerner has no obligation to compensate any associate upon termination from his or her employment other than as may be provided in that associate's employment agreement (including as amended by a Cerner Executive Severance Agreement) or as specifically set forth in our Cerner Associate Severance Pay Plan ("CASPP"), which was adopted July 1, 2021 and replaced our Enhanced Severance Pay Plan. Commencing in September 2017, following the death of Cerner's founder and long-time Chairman and Chief Executive Officer, we began offering contractual severance to our key executives for the purpose of updating the employment arrangements with such key executives to promote the retention of these key executives and ensure continuity and stability in Cerner's business. All of our NEOs have entered into and have the benefit of contractual severance set forth in their employment agreements, as amended by their Cerner Executive Severance Agreements, where applicable, which supersede any benefits that may have otherwise been available to the NEOs under the CASPP. We provide enhanced contractual severance benefits to attract talent, promote the retention of our NEOs and to ensure continuity and stability in Cerner's business. We have evolved our practices relating to contractual severance since these arrangements were first granted after our founder's death to be more market-aligned, most notably with respect to limiting those equity awards that are accelerated upon a severance triggering event for newly hired key executives. The impact of this change significantly lessens the cost of severance payments to Cerner by eliminating the acceleration of all outstanding unvested equity on the date of termination, which our longer tenured key executives have under the early versions of our Executive Severance Agreements.


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Our CASPP applies to all of our U.S.-based permanent, full-time associates (other than those associates who we have granted contractual severance benefits) and offers severance pay upon certain termination without cause events or qualifying terminations or resignations for good reason following a change in control. Our CASPP, as well as our limited contractual severance arrangements, are intended to: show that we value our associates; help recruit and retain qualified associates; and encourage continued attention and dedication to duties without distraction arising from the possibility of a change in control of the Company. We do not pay tax gross-ups on any severance payments.

As disclosed above, Messrs. Naughton and Trigg were terminated without Cause as defined in their Executive Severance Agreements, which had been in place since September 2017 and departed from the Company during 2021. Refer to "Potential Payments Upon Termination or Change in Control" for further details regarding severance payments made to Messrs. Naughton and Trigg in connection with their departures.

As discussed above, Mr. Shafer ceased to be an executive officer on October 1, 2021, and will depart from the Company no later than October 1, 2022. The acceleration of Mr. Shafer's departure would qualify as a termination without Cause under his Executive Employment Agreement; however, the parties reached an agreement relating to Mr. Shafer's separation and transition from Cerner that results in benefits and payments that are substantially less than if he were paid severance in accordance with his Executive Employment Agreement. Refer to "New or Material Modifications to Employment Terms" above and "Potential Payments Upon Termination or Change in Control" below for further details regarding payments to be made to Mr. Shafer in connection with his upcoming departure.



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SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation earned by our NEOs for the Company's last three fiscal years.
Name and Principal Position at 2021 FYE (1)YearSalary ($)Bonus ($)Stock Awards ($) (2)Option Awards ($)Non-Equity Incentive Plan Compensation ($) (3)Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All Other Compen-
sation
($) (4)
Total ($)
David T. Feinberg
President and Chief Executive Officer
2021225,989 375,000 18,378,018 — 445,500 — 
1,074,549(5)
20,499,056 
Mark J. Erceg
Executive Vice President and Chief Financial Officer
2021603,846 — 8,141,882 — 831,600 — 
103,277(6)
9,680,605 
Travis S. Dalton
Executive Vice President and Chief Client & Services Officer and President, Cerner Government Services
2021549,506 — 4,466,930 — 792,000 — 
10,092(7)
5,818,528 
Jerome Labat
Executive Vice President and Chief Technology Officer
2021601,648 — 5,023,605 — 726,000 — 10,092 6,361,345 
2020354,396 — 4,000,217 — 244,750 — — 4,599,363 
Tracy L. Platt
Executive Vice President and Chief Human Resources Officer
2021492,349 — 2,615,350 — 546,480 — 10,092 3,664,271 
Brent Shafer
Senior Advisor; Former Chairman of the Board and Chief Executive Officer
2021852,335 — 2,500,075 — 1,683,000 — 
167,450(8)
5,202,860 
2020849,176 — 7,700,070 — 1,118,063 — 153,543 9,820,852 
2019800,000 — 10,217,593 — 1,246,500 — 274,704 12,538,797 
Marc G. Naughton
Former Executive Vice President and Chief Financial Officer
2021153,800 — — — — — 
2,775,297(9)
2,929,097 
2020623,516 — 2,845,128 — 695,313 — 8,493 4,172,450 
2019600,000 — 2,754,575 — 799,838 — 45,971 4,200,384 
Donald D. Trigg
Former President
2021445,527 — 5,532,490 — — — 
2,592,206(10)
8,570,223 
2020697,115 — 6,000,014 — 656,375 — 8,493 7,361,997 
2019609,615 — 5,346,426 — 676,375 — 70,271 6,702,687 

(1)Dr. Feinberg was hired as President and Chief Executive Officer on October 1, 2021. Mr. Erceg assumed the role of Executive Vice President and Chief Financial Officer on February 22, 2201. Mr. Dalton was promoted to Executive Vice President and Chief Client & Services Officer on January 15, 2021 and was not a named executive officer for 2019 or 2020. Mr. Labat joined the Company as Executive Vice President and Chief Technology Officer on June 1, 2020. Ms. Platt joined the Company as Executive Vice President and Chief Human Resources Officer on July 15, 2019 and was not a named executive officer for 2019 or 2020. Mr. Shafer served as Chairman of the Board and Chief Executive Officer until October 1, 2021, at which time he transitioned to Senior Advisor. Mr. Naughton served as an executive officer until February 22, 2021, at which time he transitioned to Senior Advisor until he departed the Company on March 31, 2021. Mr. Trigg served as an executive officer until he departed the company on August 19, 2021.

(2)These amounts reflect the aggregate grant date fair value of the PSUs and RSUs granted under our Long-Term Incentive Plan as described under "2021 Named Executive Officer Compensation - Long-Term

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Incentive Plan Compensation" and in our Compensation Discussion and Analysis, computed in accordance with FASB ASC Topic 718. Refer to Note 16 of the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for the relevant assumptions used to determine the grant date fair value of our stock awards. The PSU grant date fair value included in the table above reflects the probable outcome of the performance metrics being achieved at 100% target as of the date of grant. The actual amounts that will be earned are dependent upon the achievement of pre-established performance goals. The PSU grant date fair value at the highest level of achievement of the performance metrics (200%) would equal the following amounts: Dr. Feinberg, $18,380,947; Mr. Erceg, $7,183,761; Mr. Dalton, $2,883,582; Mr. Labat, $4,047,154; Ms. Platt, $2,630,635; and Mr. Trigg, $5,564,876. Messrs. Shafer and Naughton were not awarded PSUs in 2021.

(3)Reflects payments earned under our Performance Compensation Plan as described above under "2021 Named Executive Officer Compensation" in our Compensation Discussion and Analysis.

(4)This column includes the aggregate incremental cost to us of providing perquisites and other personal benefits to the NEOs, as well as our matching contributions (both fixed and discretionary) to the NEOs' accounts pursuant to our 401(k) Plan.

(5)This amount includes perquisites and other personal benefits for Dr. Feinberg consisting of personal use of our Corporate Aircraft by Dr. Feinberg, which had an incremental cost to us in the amount of $32,641 in 2021. The incremental cost to us of Dr. Feinberg's personal use of Corporate Aircraft was calculated by combining the variable operating costs of such travel, including the cost of fuel and oil, engine reserves, auxiliary power unit reserves, on-board catering and deicing fluids when applicable, the costs of deadhead hours, and the amount of $3,111 in cash paid to Dr. Feinberg because his personal use did not exceed the Compensation Committee approved value. Dr. Feinberg's spouse also accompanied him on the Corporate Aircraft on certain trips where Dr. Feinberg was traveling for business purposes and thus there was zero incremental cost to the Company. This amount also includes $1,034,457 in relocation benefits (including $86,044 in tax gross-ups with respect to this benefit) as provided under our standard executive relocation program and $4,340 in matching contributions (both fixed and discretionary) to Dr. Feinberg's account pursuant to our 401(k) Plan.

(6)This amount includes perquisites and other personal benefits for Mr. Erceg consisting of $93,185 in relocation benefits (including $45,055 in tax gross-ups with respect to this benefit) as provided under our standard executive relocation program and $10,092 in matching contributions (both fixed and discretionary) to Mr. Erceg's account pursuant to our 401(k) Plan. Mr. Erceg's spouse also accompanied him on the Corporate Aircraft on certain trips where Mr. Erceg was traveling for business purposes and thus there was zero incremental cost to the Company.

(7)Mr. Dalton's spouse also accompanied him on the Corporate Aircraft on certain trips where Mr. Dalton was traveling for business purposes and thus there was zero incremental cost to the Company.

(8)This amount includes perquisites and other personal benefits for Mr. Shafer consisting of personal use of our Corporate Aircraft by Mr. Shafer, which had an incremental cost to us in the amount of $155,883 in 2021. The incremental cost to us of Mr. Shafer's personal use of Corporate Aircraft was calculated by combining the variable operating costs of such travel, including the cost of fuel and oil, engine reserves, auxiliary power unit reserves, on-board catering and deicing fluids when applicable, the costs of deadhead hours, and the amount of $1,475 in cash paid to Mr. Shafer because his personal use did not exceed the Compensation Committee approved value. Mr. Shafer's spouse also accompanied him on the Corporate Aircraft on certain trips where Mr. Shafer was traveling for business purposes and thus there was zero incremental cost to the Company. This amount also includes $10,092 in matching contributions (both fixed and discretionary) to Mr. Shafer's account pursuant to our 401(k) Plan.


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(9)This amount includes perquisites and other personal benefits for Mr. Naughton consisting of $2,769,555 in separation payments as described below under "Departure of Marc G. Naughton" and $5,742 in matching contributions (both fixed and discretionary) to Mr. Naughton's account pursuant to our 401(k) Plan.

(10)This amount includes perquisites and other personal benefits for Mr. Trigg consisting of $2,586,464 in separation payments as described below under "Departure of Donald D. Trigg" and $5,742 in matching contributions (both fixed and discretionary) to Mr. Trigg's account pursuant to our 401(k) Plan.

2021 GRANTS OF PLAN-BASED AWARDS

The following table provides information about grants of plan-based awards to the NEOs in 2021, including the estimated possible payouts under non-equity and equity incentive plan awards. Non-equity incentive awards are granted under the Performance Compensation Plan and earned based upon pre-established performance targets set and approved annually by the Compensation Committee. For more detailed information regarding our Performance Compensation Plan, see "2021 Named Executive Officer Compensation" in our Compensation Discussion and Analysis. Our equity incentive awards, consisting of RSUs and PSUs, were granted under our shareholder approved Long-Term Incentive Plan. For more detailed information regarding our Long-Term Incentive Plan, see "2021 Named Executive Officer Compensation - Long-Term Incentive Plan Compensation" in our Compensation Discussion and Analysis.
Name (1)Grant DateEstimated Possible Payouts Under Non-Equity Incentive Plan AwardsEstimated Possible Payouts Under Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units (#) (6)All Other Option Awards: Number of Securities Underlying Options (#)Exercise or Base Price of Option Awards ($/Sh)Grant Date Fair Value of Stock and Option Awards ($) (7)
Threshold ($) (2)Target ($)Maximum ($) (3)Threshold (#) (4)Target (#)Maximum (#) (5)
David T. Feinberg11/1/202118,750 375,000 750,000 — 118,869 237,738 — — — 9,190,473 
11/1/2021— — — — — — 120,445 — — 9,187,545 
Mark J. Erceg5/10/202131,500 630,000 1,260,000 — 44,496 88,992 — — — 3,591,880 
5/7/2021— — — — — — 43,036 — — 3,300,000 
2/22/2021— — — — — — 17,628 — — 1,250,002 
Travis S. Dalton5/10/202130,000 600,000 1,200,000 — 17,861 35,722 — — — 1,441,791 
5/7/2021— — — — — — 32,930 — — 2,525,072 
2/12/2021— — — — — — 6,672 — — 500,067 
Jerome Labat5/10/202127,500 550,000 1,100,000 — 25,068 50,136 — — — 2,023,577 
5/7/2021— — — — — — 39,124 — — 3,000,028 
Tracy L. Platt5/10/202120,700 414,000 828,000 — 16,294 32,588 — — — 1,315,317 
5/7/2021— — — — — — 16,954 — — 1,300,033 
Brent Shafer5/7/202163,750 1,275,000 2,550,000 — — — 32,604 — — 2,500,075 
Donald D. Trigg5/10/2021— — — — 34,469 68,938 — — — 2,782,438 
5/7/2021— — — — — — 35,864 — — 2,750,052 

(1)Mr. Naughton did not receive any equity or non-equity incentive awards in 2021.

(2)These amounts represent the lowest level of payout, if any payout is triggered.

(3)These amounts represent the maximum available payout under the Performance Compensation Plan. Actual fiscal year 2021 amounts earned under the Performance Compensation Plan are included in the Summary Compensation Table.

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(4)These amounts represent the lowest number of PSUs available to be earned, subject to meeting performance metrics.

(5)These amounts represent the highest number of PSUs available to be earned, subject to meeting performance metrics.

(6)These amounts reflect the number of shares underlying RSUs subject to time-based vesting.

(7)These amounts reflect the aggregate grant date fair value of the PSUs and RSUs granted computed in accordance with FASB ASC Topic 718. The PSU grant date fair value included in the table above reflects the probable outcome of the performance metrics being achieved at 100% target as of the date of grant. Refer to Note 16 of the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for fiscal year ended December 31, 2021 for the relevant assumptions used to determine the valuation of our equity awards.



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OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

The following table provides information regarding outstanding awards to the NEOs as of December 31, 2021.
Option AwardsStock Awards
Name (1)Grant DateNumber of Securities Underlying Unexercised OptionsOption Exercise Price ($)Option Expiration DateNumber of Shares/ Units That Have Not Vested (#) (2)Market Value at December 31, 2021 of Shares/Units That Have Not Vested ($)Equity Incentive Plan Awards
Exercisable (#)Unexercisable (#)Number of Unearned Shares/Units That Have Not Vested (#) (3)Market Value at December 31, 2021 of Unearned Shares/Units That Have Not Vested ($)
David T. Feinberg11/1/2021— — — — 63,909 5,935,229 — — 
11/1/2021— — — — — — 118,869 11,039,364 
Mark J. Erceg2/22/2021— — — — 13,221 1,227,834 — — 
5/7/2021— — — — 28,691 2,664,533 — — 
5/10/2021— — — — — — 44,496 4,132,344 
Travis S. Dalton5/1/2017— 5,000 65.27 5/1/2027(4)— — — — 
5/4/2018— 9,698 57.24 5/4/2028(4)— — — — 
8/6/2018— — — — — — 5,964 553,877 
4/29/2019— 6,441 65.88 4/29/2029(5)— — — — 
4/30/2020— — — — 4,804 446,147 — — 
4/30/2020— — — — — — 18,545 1,722,274 
2/12/2021— — — — 3,336 309,814 — — 
5/7/2021— — — — 21,954 2,038,868 — — 
5/10/2021— — — — — — 17,861 1,658,751 
Jerome Labat6/1/2020— — — — 11,482 1,066,333 — — 
6/1/2020— — — — — — 26,589 2,469,320 
5/7/2021— — — — 26,083 2,422,328 — — 
5/10/2021— — — — — — 25,068 2,328,065 
Tracy L. Platt7/26/2019— — — — 10,029 931,393 — — 
4/30/2020— — — — 5,549 515,336 — — 
4/30/2020— — — — — — 21,419 1,989,183 
5/7/2021— — — — 11,303 1,049,710 — — 
5/10/2021— — — — — — 16,294 1,513,224 
Brent Shafer (6)2/2/2018— 36,402 61.22 10/1/2023(4)— — — — 
4/29/2019— — — — — — 64,623 6,001,538 
4/30/2020— — — — 18,495 1,717,631 — — 
4/30/2020— — — — — — 71,390 6,629,989 



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(1)As discussed in "Potential Payments Upon Termination or Change in Control", all of Messrs. Naughton's and Trigg's unvested stock options, unvested RSUs and unvested PSUs were fully vested, assuming a 100% of target level of achievement for their unvested PSUs, on April 8, 2021 and September 13, 2021, respectively.

(2)Includes RSUs subject to continued employment through the vesting dates. These awards are scheduled to vest as follows:
David T. Feinberg31,954 shares on October 1, 2023
31,955 shares on October 1, 2024
Mark J. Erceg4,407 shares on February 22, 2023
14,345 shares on May 7, 2023
4,407 shares on February 22, 2024
14,346 shares on May 7, 2024
4,407 shares on February 22, 2025
Travis S. Dalton3,336 shares on February 12, 2023
4,804 shares on April 28, 2023
10,976 shares on May 7, 2023
10,978 shares on May 7, 2024
Jerome Labat13,041 shares on May 7, 2023
11,482 shares on June 1, 2023
13,042 shares on May 7, 2024
Tracy L. Platt10,029 shares on July 26, 2022
5,549 shares on April 28, 2023
5,651 shares on May 7, 2023
5,652 shares on May 7, 2024
Brent Shafer18,495 shares on April 28, 2023


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(3)Includes PSUs subject to meeting performance metrics and continued employment through the vesting dates. Assuming vesting of banked shares for performance periods that have completed and vesting at 100% target for those performance periods that have not yet completed, as well as employment through the vesting date, these awards are scheduled to vest as follows:
David T. Feinberg118,869 shares on May 7, 2024
Mark J. Erceg44,496 shares on May 7, 2024
Travis S. Dalton2,982 shares on August 6, 2022
18,545 shares on April 28, 2023
2,982 shares on August 6, 2023
17,861 shares on May 7, 2024
Jerome Labat26,589 shares on June 1, 2023
25,068 shares on May 7, 2024
Tracy L. Platt21,419 shares on April 28, 2023
16,294 shares on May 7, 2024
Brent Shafer64,623 shares on April 29, 2022
71,390 shares on April 28, 2023

(4)Options which vest over a 5-year period with 40% vesting after year 2, and 20% vesting after years 3, 4 and 5. Options generally expire 10 years from the date of grant. Mr. Shafer's options expire on October 1, 2023.

(5)Options which vest over a 4-year period with 25% vesting after each anniversary in years 1 through 4. Options expire 10 years from the date of grant.

(6)As discussed in "Potential Payments Upon Termination or Change in Control", all of Mr. Shafer's unvested stock options and unvested RSUs, which were scheduled to vest by October 1, 2022, were fully vested on October 13, 2021.



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2021 OPTION EXERCISES AND STOCK VESTED

The following table provides information regarding option exercises by our NEOs and the vesting of restricted stock and RSUs held by our NEOs during 2021.
Option AwardsStock Awards
NameNumber of Shares Acquired on Exercise (#)
Value Realized on Exercise ($) (1)
Number of Shares Acquired on Vesting (#)Value Realized on Vesting ($) (2)
David T. Feinberg— — 56,536 5,268,590 
Mark J. Erceg— — 18,752 1,696,868 
Travis S. Dalton17,070 348,082 39,919 3,388,155 
Jerome Labat— — 36,001 3,113,197 
Tracy L. Platt— — 26,780 2,215,271 
Brent Shafer88,604 1,324,098 141,437 10,188,904 
Marc G. Naughton368,600 6,721,728 84,596 6,085,169 
Donald D. Trigg128,006 1,657,413 239,532 17,883,430 

(1)Represents the difference between the exercise price and the fair market value of our Common Stock on the date of exercise.

(2)Represents the aggregate dollar amount realized, which is calculated by multiplying the number of shares of restricted stock and RSUs by the fair market value of our Common Stock on the vesting date.



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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following summary sets forth the potential payments payable to our NEOs (other than Messrs. Naughton and Trigg) upon a hypothetical termination of employment or a hypothetical Change in Control of the Company on December 31, 2021 under (and as defined in) their current employment agreements and Cerner Executive Severance Agreements, as amended or supplemented (excluding with respect to the Merger and agreements relating specifically to the Merger). For a description of compensation that would be payable in connection with the Merger, see the discussion below under "Merger-Related Compensation". Messrs. Naughton and Trigg departed from the Company prior to December 31, 2021, and the following summary does not apply to them as the potential payments payable to them under their employment agreements and Cerner Executive Severance Agreements in effect prior to their separation were superseded by the separation agreements discussed below under "Departure of Marc G. Naughton" and "Departure of Donald D. Trigg." The Compensation Committee may in its discretion revise, amend or add to the benefits discussed below if it deems such action advisable.

David T. Feinberg, Mark J. Erceg, Travis S. Dalton, Jerome Labat and Tracy L. Platt

Termination by the Company for Cause or on account of death or Disability or resignation by the above-noted NEOs other than in the event of a Constructive Termination (before a Change in Control) or for Good Reason (after a Change in Control): If one of the above noted NEO's employment is terminated by us for Cause or on account of the NEO's death or Disability (each an "Ineligible Severance Event"), the NEO will be entitled to: (i) any accrued but unpaid base salary; (ii) any owed reimbursements for unreimbursed business expenses; and (iii) such employee benefits (including equity compensation or cash bonuses earned as of the termination date but not yet paid), if any, to which the NEO may be entitled under Cerner's employee benefit plans as of the NEO's termination date (the foregoing amounts described in clause (i), (ii) and (iii) are collectively referred to as the "Accrued Amounts"). If an NEO resigns other than on account of a Constructive Termination (before a Change in Control) or for Good Reason (after a Change in Control), the NEO will be entitled to the Accrued Amounts; provided, that if the NEO resigns with fewer than 30 days' notice, or leaves employment prior to the 30-day notice period without Cerner's permission, the NEO will only be entitled to the Accrued Amounts through the date the NEO submits a notice of resignation.

Termination by the Company for other than an Ineligible Severance Event for the above-noted NEOs or resignation following Constructive Termination for any of the above-noted NEOs (in each case, prior to a Change in Control or more than 12 months after a Change in Control): Subject to the NEO executing and delivering a customary severance agreement and release, if, prior to a Change in Control or at any time after 12 months following a Change in Control, an NEO's employment is terminated by Cerner for any reason other than an Ineligible Severance Event or the NEO resigns following a Constructive Termination, the NEO will be entitled to the Accrued Amounts and the following severance payments and benefits (less normal tax and payroll deductions):

Severance Pay: (i) two years' base salary (based on such NEO's annual base salary at the time of the termination or resignation), and (ii) two times the average annual cash bonus received during the three-year period (or such lesser number of years employed at Cerner) immediately preceding the termination. These severance payments will generally be payable pro rata during a 24-month severance term on Cerner's regular paydays.

Benefits: payments having an aggregate value equal to 24 times the difference between the monthly COBRA continuation premium cost to cover the NEO and the NEO's dependents (to the extent covered under Cerner's health, vision and dental plans on the date of the NEO's termination or resignation) and the monthly amount the NEO was paying for such coverage at the effective date of the NEO's termination or resignation, payable pro rata during the 24-month severance term.

Equity Awards: for Dr. Feinberg, immediate vesting of the unvested time-based RSU portion of the Make Whole Grant, which was related to replacement of awards which were to have been earned had he remained with his prior employer; immediate vesting of all unvested, time-based RSU awards granted at least 12 months prior to his termination, which would have otherwise vested by the second anniversary of the effective date of his termination; and ongoing vesting of the unvested PSU portion of the Make Whole Grant. Per the terms of his Executive

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Employment Agreement, the following equity awards would be forfeited: (i) all performance-based equity awards that have not settled (regardless of whether the original performance-based vesting criteria may have been satisfied) by the effective date of his termination, other than the PSU portion of the Make Whole Grant; (ii) all time-based restricted stock or time-based RSU awards having a "date of grant" or "grant date" within 12 months of the effective date of his termination, other than the time-based RSU portion of his Make Whole Grant; and (iii) all shares subject to stock options that have not vested as of the effective date of his termination.

For Mr. Erceg, immediate vesting of all unvested, time-based RSU awards granted at least 12 months prior to his separation date, which would have otherwise vested by the second anniversary of the effective date of his termination. Per the terms of his Executive Severance Agreement, the following equity awards would be forfeited: (i) all performance-based equity awards that have not settled (regardless of whether the original performance-based vesting criteria may have been satisfied) by the effective date of his termination; (ii) all time-based restricted stock or time-based restricted stock unit awards having a "date of grant" or "grant date" (as listed in such awards), within 12 months of the effective date of his termination; and (iii) all shares subject to stock options that have not vested as of the effective date of his termination.

For each of Ms. Platt and Messrs. Dalton and Labat, immediate vesting of all unvested outstanding equity-based compensation awards, with any outstanding equity awards with performance-based vesting becoming vested as if an "at-target" level of goal achievement had been obtained; provided, however, that if Mr. Labat resigns following a Constructive Termination prior to June 1, 2022, he will not be entitled to accelerated vesting of any of his unvested outstanding equity-based compensation awards.

Termination by the Company for other than an Ineligible Severance Event or resignation by the above-named NEOs for Good Reason (in each case, within 12 months following a Change in Control): Subject to the NEO executing and delivering a customary severance agreement and release, if there is a Change in Control of Cerner and within 12 months following the effective date of the Change in Control an NEO's employment is terminated by us for any reason other than for an Ineligible Severance Event or the NEO resigns for Good Reason, the NEO will be entitled to the Accrued Amounts and the following severance payments and benefits (less normal tax and payroll deductions):

Severance Pay: (i) two years' base salary (based on such NEO's annual base salary at the time of the termination or resignation), and (ii) two times the average annual cash bonus received during the three-year period (or such lesser number of years employed by Cerner) immediately preceding the termination or resignation. These severance payments will be payable in a lump sum payment.

Benefits: payments having an aggregate value equal to 24 times the difference between the monthly COBRA continuation premium cost to cover the NEO and the NEO's dependents (to the extent covered under Cerner's health, vision and dental plans on the date of the NEO's termination or resignation) and the monthly amount the NEO was paying for such coverage at the effective date of the NEO's termination or resignation, payable pro rata during the 24-months following termination or resignation.

Equity Awards: for Dr. Feinberg and Mr. Erceg, immediate vesting of all outstanding unvested equity awards, and for Ms. Platt, Mr. Dalton and Mr. Labat, if there is a Change in Control, (i) for equity awards granted prior to January 1, 2021, 50% of such outstanding and unvested equity incentive awards held by an NEO on the date that the Change in Control becomes effective will be accelerated and the remaining 50% of such unvested equity incentive awards that have not yet vested will become fully vested upon the effective date of the NEO's termination or resignation; and (ii) for equity awards granted on or after January 1, 2021, full vesting of such outstanding and unvested equity incentive awards held by an NEO only upon the effective date of such NEO's termination or resignation. For Dr. Feinberg, outstanding equity awards with performance-based vesting will become vested or settled assuming the greater of (i) actual level of achievement if the performance period was concluded at the time of Change in Control or where shares are banked based on achievement of incremental performance metrics but have not yet fully vested at the time of the Change in Control, or (ii) "at-target" levels assuming the "at-target" levels of goal achievement had been attained. For each of the other noted NEOs, outstanding equity awards with performance-based vesting will become vested as if an "at-target" level of goal achievement had been obtained.

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Tax Related Modifications: Any of the above-described severance payments, equity award acceleration benefits or other benefits that are subject to the modified Section 280G carve back may be reduced if (i) any portion of such payments or benefits become subject to the golden parachute penalty provisions under Section 280G or Section 4999 of the Internal Revenue Code, and (ii) by reducing such payments or benefits the NEO is able to receive a larger portion of such payments and benefits by being able to avoid such golden parachute penalties.

Transition and Departure of Brent Shafer

During 2021, Brent Shafer and Cerner entered into Letter and Transition Agreements governing the terms of his transition from Chairman and Chief Executive Officer to Senior Advisor on October 1, 2021, and departure on October 1, 2022. The terms of the Letter and Transition Agreements supersede and replace the severance terms of his Executive Employment Agreement with terms the Committee believes substantially benefit Cerner. See above under "New or Material Modifications to Employment Terms" for a discussion of Mr. Shafer's Letter and Transition Agreements.

Under the terms of his Letter and Transition Agreements, as more fully described above, Mr. Shafer is entitled to receive his base salary ($850,000) through the Departure Date as compensation for his advisory role, and all unvested PSUs that Mr. Shafer holds remain eligible to vest in accordance with the applicable award agreements through his Departure Date. In addition, Mr. Shafer will continue to be eligible to receive benefits through the Departure Date, in accordance with the terms of Cerner's benefit programs applicable to all other similarly situated associates. We will pay him in a lump sum following his Departure Date, an amount equal to the value of two years of the difference between his COBRA coverage premium and what he was paying for his and his dependents' health, vision and dental coverage at the Departure Date ($16,580).

If Mr. Shafer's employment were terminated by us for Cause, or he resigned from his employment on December 31, 2021 (or any time prior to his Departure Date), Mr. Shafer would have been entitled to the Accrued Amounts; provided, however, that if he resigned with fewer than 30 days' notice, or left employment prior to the 30-day notice period without Cerner's permission, he would only be entitled to the Accrued Amounts through the date he submitted a notice of resignation.

In accordance with his Transition Agreement, if Mr. Shafer's employment terminated on account of his death or Disability on or before December 31, 2021, in addition to the Accrued Amounts, he would have been entitled to accelerated vesting of any outstanding PSUs which otherwise would have vested on or prior to October 1, 2022, assuming 100% target performance. Further, if Mr. Shafer's separation was due to death on or before December 31, 2021, his designated beneficiary would have been entitled to: (i) any unpaid base salary through October 1, 2022; (ii) difference between the monthly COBRA continuation premium cost to cover his dependents under Cerner's employee benefit plans through October 1, 2022; and (iii) a payment having an aggregate value equal to 24 times the difference between the monthly COBRA continuation premium cost to cover his dependents (to the extent covered under Cerner's health, vision and dental plans on the date of termination) and the monthly amount active associates pay for such coverage at the effective date of his termination, payable in a lump sum.

If Mr. Shafer were to breach any non-competition, non-solicitation or confidentiality covenants, (i) Cerner's obligation, if applicable, to deliver payments and benefits under the Transition Agreement or the Letter Agreement will cease immediately; (ii) he will be obligated to reimburse Cerner for all payments already made under the Letter Agreement or Transition Agreement prior to the breach; (iii) any outstanding Cerner equity award held on the date of the breach will immediately be forfeited; and (iv) he will be obligated to return to Cerner all shares of Cerner common stock (or the proceeds from the sale of such shares if such shares have been sold) received under, or as a result of his exercise of, a Cerner equity award which was subject to accelerated vesting under the Letter Agreement.

If, however, Mr. Shafer were terminated without Cause as of December 31, 2021 (or any time prior to his Departure Date), he would be entitled to the severance benefits provided in his Executive Employment Agreement, as described below.


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Termination by the Company without Cause (prior to a Change in Control or more than 12 months after a Change in Control): Mr. Shafer will be entitled to the Accrued Amounts and the following severance payments and benefits (less normal tax and payroll deductions):

Severance Pay: (i) two years' base salary (based on Mr. Shafer's annual base salary at the time of the termination), and (ii) two times the average annual cash bonus received during the three-year period immediately preceding the termination. These severance payments will generally be payable pro rata during a 24-month severance term on Cerner's regular paydays.

Benefits: payments having an aggregate value equal to 24 times the difference between the monthly COBRA continuation premium cost to cover Mr. Shafer and his dependents (to the extent covered under Cerner's health, vision and dental plans on the date of his termination) and the monthly amount Mr. Shafer was paying for such coverage at the effective date of his termination, payable pro rata during the 24-month severance term.

Equity Awards: immediate vesting of all unvested stock options or RSU awards, and for all unvested PSUs, such awards will remain outstanding and vest or be forfeited in accordance with the terms of the award agreements if the applicable performance goals are satisfied.

Termination by the Company without Cause (within 12 months following a Change in Control): Mr. Shafer will be entitled to the Accrued Amounts and the following severance payments and benefits (less normal tax and payroll deductions):

Severance Pay: (i) two years' base salary (based on Mr. Shafer's annual base salary at the time of the termination), and (ii) two times the average annual cash bonus received during the three-year period immediately preceding the termination. These severance payments will be payable in a lump sum payment.

Benefits: payments having an aggregate value equal to 24 times the difference between the monthly COBRA continuation premium cost to cover Mr. Shafer and his dependents (to the extent covered under Cerner's health, vision and dental plans on the date of his termination) and the monthly amount Mr. Shafer was paying for such coverage at the effective date of his termination, payable pro rata during the 24-month severance term.

Equity Awards: if there is a Change in Control, (i) for equity awards granted prior to January 1, 2021, 50% of such outstanding and unvested equity incentive awards held by Mr. Shafer on the date that the Change in Control becomes effective will be accelerated and the remaining 50% of such unvested equity incentive awards that have not yet vested will become fully vested upon the effective date of Mr. Shafer's termination; and (ii) for equity awards granted on or after January 1, 2021, full vesting of such outstanding and unvested equity incentive awards held by Mr. Shafer only upon the effective date of his termination. Outstanding equity awards with performance-based vesting will become vested as if an "at-target" level of goal achievement had been obtained.

Tax Related Modifications: Any of the above-described severance payments, equity award acceleration benefits or other benefits that are subject to the modified Section 280G carve back may be reduced if (i) any portion of such payments or benefits become subject to the golden parachute penalty provisions under Section 280G or Section 4999 of the Internal Revenue Code, and (ii) by reducing such payments or benefits the NEO is able to receive a larger portion of such payments and benefits by being able to avoid such golden parachute penalties.

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Assuming employment was terminated on December 31, 2021 for each of Messrs. Feinberg, Erceg, Dalton and Labat, Ms. Platt and Mr. Shafer under each set of circumstances above, the following table provides information regarding the estimated value of all such payments and benefits:
Name(1)
Payment/BenefitTermination Without Cause or Resignation after Constructive Termination (prior to a CIC) ($) (2)Termination Without Cause or Resignation for Good Reason (following a CIC) ($) (3)For Cause Termination or Resignation (other than due to a Constructive Termination prior to a CIC or for Good Reason following a CIC) ($)Death ($) (4)Disability ($) (5)
David T. Feinberg
Cash Severance(6)
4,500,000 4,500,000 — — — 
Benefits(7)
23,218 23,218 — 500,000 — 
Value of Accelerated Equity(8)
4,565,489 
16,974,593(9)
— — — 
Mark J. Erceg
Cash Severance(6)
3,080,000 3,080,000 — — — 
Benefits(7)
37,546 37,546 — 500,000 — 
Value of Accelerated Equity(8)
— 
8,024,711(9)
— — — 
Travis S. Dalton
Cash Severance(6)
2,234,989 2,234,989 — — — 
Benefits(7)
33,142 33,142 — 500,000 — 
Value of Accelerated Equity(8)
7,003,282 
7,003,282(9)
— — — 
Jerome Labat
Cash Severance(6)
2,652,000 2,652,000 — — — 
Benefits(7)
18,612 18,612 — 500,000 — 
Value of Accelerated Equity(10)
7,735,885 
7,735,885(9)
— — — 
Tracy L. Platt
Cash Severance(6)
1,916,324 1,916,324 — — — 
Benefits(7)
33,142 33,142 — 491,000 — 
Value of Accelerated Equity(8)
5,555,576 
5,555,576(9)
— — — 
Brent Shafer
Cash Severance(6)
4,398,375 4,398,375 — 637,500 — 
Benefits(7)
16,580 16,580 — 512,270 — 
Value of Accelerated Equity(8)
2,869,754 
15,224,343(9)