8-KLeadership ChangesRegulation FDExhibits & Filings

MCKESSON CORP 8-K Report, Executive Changes (Sep 13, 2018)

Filed September 13, 2018For Securities:MCK

Summary

McKesson Corporation (MCK) announced a significant addition to its Board of Directors with the election of Dominic J. Caruso, effective September 12, 2018. Mr. Caruso brings extensive financial leadership experience, having retired as Executive Vice President and Chief Financial Officer of Johnson & Johnson. His appointment, which expands the Board to nine members, is expected to enhance the company's governance and strategic oversight. In addition to joining the Board, Mr. Caruso has been appointed to serve on both the Audit Committee and the Finance Committee. His qualifications have been deemed to meet the independence requirements of the NYSE and the Company. This move signals a strategic reinforcement of the Board's financial expertise, which is crucial for a company of McKesson's scale and operational complexity. Investors can view this as a positive step towards strengthening corporate governance and financial stewardship.

Key Highlights

  • 1Dominic J. Caruso elected as a new director to the Board, effective September 12, 2018.
  • 2Mr. Caruso's extensive financial background includes prior roles as EVP and CFO of Johnson & Johnson.
  • 3The Board size increased from eight to nine members to accommodate the new director.
  • 4Mr. Caruso appointed to the Audit Committee and the Finance Committee.
  • 5The Board has determined Mr. Caruso meets all applicable director independence requirements.
  • 6Mr. Caruso will receive standard non-employee director compensation, including an $80,000 annual cash retainer, meeting fees, and a prorated RSU award valued at $155,340.
  • 7The appointment was announced via a press release filed on September 13, 2018.

Frequently Asked Questions

Dominic J. Caruso is a newly elected director to McKesson Corporation's Board. He is 61 years old and recently retired as Executive Vice President and Chief Financial Officer of Johnson & Johnson, a role he held since 2007. He has a long history of financial leadership within Johnson & Johnson and currently serves on other notable boards.

The Board size was increased from eight to nine members specifically to accommodate the election of Dominic J. Caruso. This suggests the Board sought to add his specific expertise and believes his addition is valuable to the company's oversight.

Mr. Caruso has been appointed as a member of both the Audit Committee and the Finance Committee. The Board has determined that he is independent and meets the director independence requirements of the New York Stock Exchange and McKesson's own standards.

Mr. Caruso will receive compensation consistent with McKesson's standard arrangements for non-employee directors. This includes a prorated annual cash retainer of $80,000, fees for attending Audit Committee ($2,000 per meeting) and Finance Committee ($1,500 per meeting) meetings, and a prorated restricted stock unit (RSU) award with a grant date value of $155,340.