8-KLeadership ChangesRegulation FDExhibits & Filings

MCKESSON CORP 8-K Report, Executive Changes (Oct 18, 2019)

Filed October 18, 2019For Securities:MCK

Summary

McKesson Corporation (MCK) announced on October 17, 2019, the election of Maria Martinez to its Board of Directors, effective October 18, 2019. Ms. Martinez brings extensive experience from senior executive roles at major technology companies including Cisco Systems, Salesforce, and Microsoft, with a strong background in customer experience, sales, and global operations. Her appointment strengthens the Board's expertise in areas critical to McKesson's business operations and strategic growth. Ms. Martinez has been appointed as a member of the Audit Committee and is deemed an independent director. Her compensation will align with the company's standard arrangements for non-employee directors, including an annual cash retainer and restricted stock units. The Board's size has increased to eleven members following her election. This move signals a focus on bolstering board governance and strategic oversight.

Key Highlights

  • 1Maria Martinez elected as a new independent director to the Board of Directors.
  • 2Ms. Martinez brings significant executive experience from Cisco, Salesforce, and Microsoft.
  • 3She has been appointed to the Audit Committee, enhancing financial oversight capabilities.
  • 4The Board of Directors size has increased from ten to eleven members.
  • 5Ms. Martinez will receive a prorated annual cash retainer of $80,000 and stock awards.
  • 6Compensation includes $1,500 per Audit Committee meeting attended.
  • 7The company issued a press release on October 18, 2019, announcing the appointment, which is attached as an exhibit.

Frequently Asked Questions

Maria Martinez is a seasoned executive with extensive experience in the technology sector. She most recently served as Executive Vice President and Chief Customer Experience Officer at Cisco Systems, Inc. Prior to that, she held various senior leadership positions at Salesforce.com, Inc. and Microsoft Corporation, focusing on customer success, sales, growth, and global business management. She also has experience from Motorola, AT&T, and Embrace Networks, and serves on other boards.

Ms. Martinez's appointment is significant as she brings a wealth of experience in customer experience, technology, sales, and global operations, which are relevant to McKesson's strategic objectives. Her addition as an independent director and her role on the Audit Committee are expected to strengthen the Board's oversight and governance.

Ms. Martinez will be compensated according to McKesson's standard arrangements for non-employee directors. This includes an annual cash retainer of $80,000 (prorated for her initial term) and restricted stock units (RSUs) valued at approximately $140,544 based on the closing stock price on the grant date. She will also receive $1,500 for each Audit Committee meeting she attends.

According to the filing, Ms. Martinez does not have any related party transactions with McKesson Corporation that require disclosure under Item 404(a) of Regulation S-K, indicating she is an independent director with no prior financial dealings that would pose a conflict.