Mckesson CORP DEF 14A Filing

Ticker: MCK · Form: DEF 14A · Filed: Jun 21, 2024 · CIK: 927653

Sentiment: neutral

Filing Stats: 4,379 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2024-06-21 16:10:24

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 45 Compensation Discussion and Analysis 46 Compensation and Talent Committee Report on Executive Compensation 68 Compensation and Talent Committee Interlocks and Insider Participation 68 2024 Summary Compensation Table 69 2024 Grants of Plan-Based Awards Table 72 2024 Outstanding Equity Awards Table 73 2024 Option Exercises and Stock Vested Table 74 2024 Nonqualified Deferred Compensation Table 75 Severance and Change in Control Policies 77 Potential Payments upon Termination or Change in Control 78 CEO Pay Ratio 81 Pay Versus Performance 82 Item 4 Approve Amendment to Certificate of Incorporation to Provide for Officer Exculpation 87 Item 5 Shareholder Proposal on Independent Board Chair man 88 Item 6 Shareholder Proposal on Report on Risks of State Policies Restricting Reproductive Health Care 90 Principal Shareholders 92

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 92

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 93 Annual Meeting Information 94 Appendix A — Supplemental Information A- 1 Notable Developments and Where to Read More Hear from our Independent Chair 1 See our Fiscal Year 2024 Highlights 6 Learn about our Shareholder Engagement 37 Learn about our Risk Oversight 33 Learn about our Directors' Skills Matrix 16 Learn about our Board Evaluation Process 25 4 2024 Proxy Statement Proxy Summary This summary highlights certain information in this proxy statement and does not contain all the information you should consider in voting your shares. Please refer to the complete proxy statement and our annual report prior to voting at the Annual Meeting of Shareholders to be held on July 31, 2024 (Annual Meeting). Our Company Priorities McKesson Corporation is a diversified healthcare services leader dedicated to Advancing Health Outcomes for All . We partner with biopharma companies, care providers, pharmacies, manufacturers, governments and others to deliver insights, products and services to help make quality care more accessible and affordable. Our company is focused on addressing the changing needs of our customers, their patients and the broader healthcare ecosystem. We have developed a clear enterprise strategy centered around a set of four company priorities: Focus on People and Culture One of McKesson's defining characteristics is our strong culture. As members of Team McKesson, we are proud to foster a sense of belonging, find purpose and meaning in our work, and do everything we can to care for each other, our customers and all those who depend on us. We believe the best way to realize our purpose of Advancing Health Outcomes for All is to utilize our strengths, live our ICARE values (Integrity, Inclusion, Customer-First, Accountability, Respect and Excellence) and stay grounded in the ILEAD leadership principles (Inspire, Leverage, Execute, Advance, Develop) that move our

Business

Business Transformation / M&A 10 2024 Proxy Statement Proxy Summary Governance Highlights Focused oversight responsibilities. Our Governance and Sustainability Committee is responsible for the oversight of corporate governance and sustainability matters, including an annual review of sustainability strategy. Our Compensation and Talent Committee is responsible for the oversight of senior management succession planning and topics related to our best talent strategy and talent development, employee engagement and culture matters. Our Compliance Committee, in coordination with the Audit Committee, reviews among other things the Company's approach to risk identification and mitigation plans for certain cybersecurity and technology-related risks. These focused committee-level responsibilities allow our Board to effectively address issues salient to our Company strategy and the broader market environment. Leading corporate governance practices. We highlight some of the key features of our corporate governance practices below. Please see "Corporate Governance" beginning on page 26 of this proxy statement for more information about McKesson's corporate governance practices. Shareholder Rights Board of Directors Corporate Governance Annual election of directors with majority voting standard for uncontested elections Proxy access Meaningful right to call special meeting of shareholders (15% ownership threshold) No supermajority vote provisions Independent Chair of the Board 10 of 11 director nominees are independent Regular executive sessions of independent directors Annual Board and committee evaluation process Policy requiring directors with over 12 years of tenure to offer to resign Policies on other public company board service and retirement age Pay for performance alignment No poison pill Comprehensive Board and senior management succession planning process Robust shareholder engagement program Enhanced risk oversight policies Stock owners

Executive Compensation Highlights

Executive Compensation Highlights As discussed in detail under "Compensation Discussion and Analysis," we have developed an executive compensation program designed to strike the right balance of pay for performance, attract and retain an exceptionally talented executive team,

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