UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
 Filed by the Registrant | ☐ Filed by a Party other than the Registrant | ||||
| Check the appropriate box: | |||||
| ☐ | Preliminary Proxy Statement | ||||
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | ||||
| ☐ | Definitive Proxy Statement | ||||
| Definitive Additional Materials | ||||
| ☐ | Soliciting Material Pursuant to §240.14a-12 | ||||
McKESSON CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |||||
| No fee required. | ||||
| ☐ | Fee paid previously with preliminary materials. | ||||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. | ||||
Summer Governance Roadshow 2025 Annual Meeting of Shareholders
2 McKesson at a Glance Fiscal 2025 Full Year Highlights Earnings per Diluted Share of $25.72 increased $3.33 Adjusted Earnings per Diluted Share of $33.05 increased 20% Cash flow from operations of $6.1 billion Leading distributor in oncology and specialty therapies Helped patients get their medicine 100M times Revenues of $359.1B increased 16% Expanded our oncology solutions Completed the acquisition of a controlling interest of Florida Cancer Specialists & Research Institute, LLC’s Core Ventures (June 2025) and the acquisition of an 80% controlling interest of PRISM Vision Holdings, LLC (April 2025) Advanced our biopharma platforms Helped patients save over $10 billion on brand and specialty medications Helped prevent 12 million prescriptions from being abandoned due to affordability challenges
3 Advancing Our Strategic Pillars We have a clear enterprise strategy centered around a set of company priorities FY25 Financial Highlights(1) $359B Total Revenue $5.2B Cash Returned to Shareholders $6.1B Operating Cash Flow (1) Full fiscal year 2025 (April 1, 2024 to March 31, 2025). (2) I2CARE represents integrity, inclusion, customer-first, accountability, respect, and excellence. ILEAD represents inspire, leverage, execute, advance, and develop. $25.72 Earnings per Diluted Share • Foster a sense of belonging and find purpose and meaning in our work • Cultivate a digital-first culture and equip our workforce with the skills and mindset necessary to thrive in an increasingly digital world • Realize our purpose of Advancing Health Outcomes for All, live our I2CARE values and stay grounded in our ILEAD leadership principles(2) Focus on People & Culture • Leverage our scale and distribution expertise with operational excellence • Be the partner of choice for hospitals, health systems and pharmacies of all sizes Strengthen North American Pharmaceutical Distribution • Build integrated platforms to leverage differentiated assets and capabilities • Develop innovative solutions and services that solve complicated healthcare problems and improve patients’ lives Modernize & Accelerate the Portfolio • Unlock more innovation and more speed • Maximize operational efficiency • Allocate resources on highest growth opportunities Enhance Oncology and Biopharma Services Platforms
Focus on Good Corporate GovernanceKey Engagement F cus Areas in FY25 Key Themes McKesson Actions Board Composition and Refreshment Non-Financial Metrics Human Capital Management Emissions Reduction Targets Board Skills and Experience Board Evaluations AI and Cybersecurity - Elected Lynne M. Doughtie and Julie L. Gerberding, M.D., M.P.H. in February 2025 - New appointees bring senior executive leadership and federal health policy experience and supplement the Board’s skills in healthcare, finance, accounting and risk management - Included non-financial priorities as a discretionary, downward-only modifier in the Management Incentive Plan - Continued focus on our best talent strategy and delivering our Employee Value Proposition – providing meaningful work, demonstrating care for our employees and ensuring a culture of belonging - Received SBTi approval of our climate change targets in FY 2023 - Provided updates on progress to meeting our goals in shareholder engagements efforts and Impact Reports - Enhanced Board skills matrix to link experience and skills to strategic priorities - Appointed 8 experienced directors to the Board in the past 5 years - Board evaluations periodically conducted by independent third-party facilitator - Provide feedback on Board effectiveness on a routine cadence - Optimized supply chain and contact centers through artificial intelligence (AI) efforts - Implemented comprehensive training across workforce to foster a digital, cyber-secure and AI mindset - Created an environment that encourages innovation and prepares for our digital journey Our ongoing dialogue with our shareholders informs enhancements to our policies, practices and disclosures 4
5 Our Highly Qualified and Engaged Board Our director nominees have a mix of backgrounds that allow them to effectively carry out their oversight responsibilities * = Committee Chair CT = Compensation & Talent C = Compliance A = AuditGS = Governance & Sustainability F = Finance Brian S. Tyler CEO, McKesson Joined Apr. 2019 Donald R. Knauss Ret. Chairman & CEO, The Clorox Company Independent Chair as of Apr. 2022 Joined Oct. 2014 CT*, F, GS Lynne M. Doughtie Ret. Chairwoman & CEO, KPMG U.S. Joined Feb. 2025 A, F Dominic J. Caruso Ret. EVP & CFO, Johnson & Johnson Joined Sept. 2018 A*, C James H. Hinton Operating Partner, Welsh Carson, Anderson & Stowe Joined Jan. 2022 CT, F W. Roy Dunbar Ret. CEO & Chairman, Network Solutions, LLC Joined Apr. 2022 C, GS Bradley E. Lerman EVP & Chief Legal Officer, Starbucks Corporation Joined Sept. 2018 C*, GS Deborah Dunsire, M.D. Ret. President & CEO, H. Lundbeck A/S Joined June 2024 A, F Kevin M. Ozan Ret. EVP & CFO, McDonald’s Corporation Joined Jan. 2024 F*, A Kathleen Wilson- Thompson Ret. EVP & Global CHRO, Walgreens Boots Alliance, Inc. Joined Jan. 2022 CT, GS Maria N. Martinez Ret. EVP & COO, Cisco Systems, Inc. Joined Oct. 2019 GS*, C Business Transformation / M&A (11 Directors) Distribution / Supply Chain (7 Directors) Healthcare Industry (8 Directors) Cybersecurity / Technology (7 Directors) Select Board Qualifications & Skills: 🗹 Item 1: Election of Directors Julie L. Gerberding, M.D., M.P.H. CEO, Foundation for the National Institute of Health Joined Feb. 2025 CT, C 4 new directors in last 3 years Senior Executive Leadership (12 Directors) Risk Management & Compliance (10 Directors)
Base Salary MIP (Annual Cash) PSUs (Equity) 45% RSUs (Equity) 30% Base Salary MIP (Annual Cash) PSUs (Equity) 39% RSUs (Equity) 26% 6 Executive Compensation Aligns Pay and Performance We have developed an executive compensation program designed to strike the right balance of pay for performance, attract and retain an exceptionally talented team, steer our leadership to meet goals, and build long-term value for shareholders FY25 CEO Compensation Mix 9% 16% FY25 Other Current NEOs Compensation Mix 91% At-Risk Compensation Pay Element Performance Metric Rationale Target Pay Base Salary — Attracts and retains high-performing executives by providing market-competitive fixed pay — Management Incentive Plan (annual cash incentive) Adjusted EPS (50%) Rewards operational performance and profitability; important driver of share price valuation and shareholder expectations 100% — 200% of Base Salary Adjusted Operating Profit (25%) Free Cash Flow (25%) Rewards generating cash to invest in growth and return capital to shareholders; important valuation metric Non-Financial Priority Areas Ensures progress on non-financial priorities that are aligned with business strategic objectives and Company purpose Discretionary Downward-Only Modifier Performance Stock Units (long-term equity incentive) 3-Year Cumulative Adjusted EPS (50%) Measures long-term earnings power, drives returns for the Company and directly correlates to share price performance 60% of Target LTI Value 3-Year Average ROIC (25%) Encourages leaders to make sound investments that generate returns for shareholders; important valuation metric MCK TSR vs. Comparator Group (25%) Rewards share price performance relative to comparator group over time Restricted Stock Units (long-term equity incentive) — Directly aligns with value delivered to shareholders 40% of Target LTI Value 17% 18% 83% At-Risk Compensation 🗹 Item 3: Advisory Vote on Executive Compensation
7 We Request Your Support Management Proposals 1 Election of Directors 🗹 FOR 2 Ratification of Appointment of Deloitte & Touche as the Company’s Independent Registered Public Accounting Firm 🗹 FOR 3 Advisory Vote on Executive Compensation 🗹 FOR The Board asks that you vote FOR all management proposals at the 2025 Annual Meeting