MCKESSON CORP (MCK)
Sector: Health Care
2026 Annual Meeting Analysis
MCKESSON CORP · Meeting: July 22, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of 11 Director Nominees for a One-Year Term
Caruso has served since 2018 and MCK's 3-year TSR of +104.2% outperforms the peer group median by +44.5 percentage points, well below the 65pp threshold needed to trigger a vote against; no overboarding, attendance, or independence concerns.
Doughtie joined in 2025 and has served fewer than 24 months, exempting her from the TSR trigger; she holds 2 outside public company board seats (Boeing, Workday), which is within policy limits, and brings strong financial and audit expertise.
Dunbar joined in 2022 and MCK's strong positive 3-year TSR of +104.2% outperforms the peer group median by +44.5pp, below the 65pp trigger threshold; he holds 3 outside public company board seats, which is within the policy limit of 4.
Dunsire joined in 2024 and has served fewer than 24 months, exempting her from the TSR trigger; she holds 1 outside public company board seat and brings deep biopharmaceutical and healthcare expertise aligned with McKesson's strategy.
Gerberding joined in 2025 and has served fewer than 24 months, exempting her from the TSR trigger; she holds 0 outside public company board seats and brings extensive federal health policy and pharmaceutical industry experience.
Hinton joined in 2022 and MCK's strong positive 3-year TSR of +104.2% outperforms the peer group median by +44.5pp, below the 65pp trigger threshold; he holds 1 outside public company board seat and brings deep healthcare operations expertise.
Lerman has served since 2018 and MCK's 3-year TSR of +104.2% outperforms the peer group median by +44.5pp, well below the 65pp threshold; he holds 0 outside public company board seats and brings strong legal and compliance expertise.
Martinez has served since 2019 and MCK's 3-year TSR of +104.2% outperforms the peer group median by +44.5pp, below the 65pp trigger threshold; she holds 2 outside public company board seats (Bank of America, Tyson Foods), within policy limits.
Ozan joined in 2024 and has served fewer than 24 months, exempting him from the TSR trigger; he holds 1 outside public company board seat and brings significant financial expertise as a former CFO of a major global company.
Tyler is the CEO and newly appointed Board Chair (as of May 2026); MCK's 3-year TSR of +104.2% outperforms the peer group median by +44.5pp, well below the 65pp threshold required to trigger a vote against an executive director; he holds 1 outside public company board seat, within policy limits.
Wilson-Thompson joined in 2022 and MCK's strong positive 3-year TSR outperforms the peer group median by +44.5pp, below the 65pp trigger threshold; she holds 2 outside public company board seats (Tesla, Wolverine Worldwide), within policy limits.
All 11 director nominees receive a FOR vote. McKesson's 3-year stock return of +104.2% significantly outperforms the median of its disclosed compensation peer group by +44.5 percentage points, well short of the 65-percentage-point threshold required to trigger a vote against any director with a strong positive absolute return. Four nominees (Doughtie, Dunsire, Gerberding, Ozan) are exempt from the TSR trigger entirely as they joined within the past 24 months. No director is overboarded, and all relevant committee members meet independence requirements. The board discloses a comprehensive skills matrix and majority-independent composition.
Say on Pay
✓ FORCEO
Brian S. Tyler
Total Comp
$20,161,714
Prior Support
91%%
CEO Brian Tyler received total compensation of approximately $20.2 million for fiscal year 2026, which is consistent with benchmarks for a CEO of a large-cap ($94B) healthcare services company. The pay program is strongly performance-based — roughly 92% of the CEO's target pay is variable, well above the 50-60% minimum the policy requires — and includes both short-term cash incentives tied to earnings per share, operating profit, and free cash flow, and long-term stock awards tied to multi-year earnings and return on invested capital metrics, plus a relative total shareholder return modifier. McKesson's 3-year stock return of +104.2% substantially outperforms the peer group median by +44.5 percentage points, confirming that above-benchmark incentive pay is justified by strong shareholder outcomes; prior-year say-on-pay support was 91%, well above the 70% threshold that would require a negative response.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$14,900,000
Non-Audit Fees
$15,997,900
In fiscal year 2026, McKesson paid Deloitte $14.9 million for core audit work but $16.0 million for audit-related services (which are non-audit in scope under the policy), making the non-audit fee ratio approximately 107% of audit fees — more than double the 50% threshold that triggers a vote against. The proxy discloses that $10.55 million of the audit-related fees relate to a carve-out audit of the Medical-Surgical Solutions business being separated, which is a one-time event; however, the policy does not automatically waive the trigger for one-time transactions, and at over 100% of audit fees the ratio is too large to overlook even with that context. Auditor tenure is not disclosed in the filing, so no tenure trigger is applied; the non-audit fee ratio alone is sufficient to warrant a vote against ratification.
Overall Assessment
The 2026 McKesson annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All 11 director nominees receive a FOR vote given strong 3-year stock outperformance versus peers and no governance red flags; the say-on-pay vote also receives a FOR given a highly performance-linked pay structure and strong shareholder returns. However, the auditor ratification receives an AGAINST vote because non-audit fees paid to Deloitte in fiscal 2026 exceeded audit fees by more than double the policy's 50% threshold, driven largely by a large one-time carve-out audit engagement.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing