MCKESSON CORP
For the period ended Mar 31, 2025. Filed Jun 20, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Jun 20, 2025
Contents
Evaluating Board Composition, Performance and Effectiveness
Item 1. Election of Directors
Evaluating Board Composition, Performance and Effectiveness
Board evaluations play a critical role in assessing the effective functioning of our Board. The directors or a third-party evaluator conduct an annual evaluation to consider where the Board functions most effectively, and more importantly, to identify areas in which they believe the Board can make a better contribution to the Company. The core elements of our Board’s evaluation process include the following:
| Establish AnnualWorkplan | Conduct AnnualReview | Director Self-Assessments |
|---|---|---|
| Report to Board | Independent Chair Conversations | Enhancements |
| 1 | Establish Annual Workplan | •Our Governance and Sustainability Committee leads the evaluations of the Board and the Independent Chair of the Board. Each committee is responsible for evaluating its own performance. The Governance and Sustainability Committee also establishes workplans for the Board and the Independent Chair, and it reviews periodically the Board’s evaluation process and makes enhancements based on the Company’s evolving business strategies and risks. |
| 2 | Conduct Annual Review | •Each committee annually evaluates its performance against pre-established workplan items. |
| 3 | Director Self-Assessments | •A director self-assessment is disseminated and used as a discussion guide for directors to use in reflecting upon their own performance as a director and the overall Board dynamic. |
| 4 | Enhancements | •An independent third-party facilitator conducts the Board evaluation and provides feedback on Board effectiveness and strengthening Board oversight on a periodic basis. |
| 5 | Independent Chair Conversations | •Our Independent Chair also speaks to directors individually. The Governance and Sustainability Committee considers the results of individual director conversations as part of the nomination process for the next annual meeting. |
| 6 | Report to Board | •As a result of its evaluation process, the Board has enhanced its processes in the following areas:•Board Refreshment and Succession Planning•Oversight of Strategy and Top Enterprise Risks•Oversight of Cybersecurity, Technology and AI |
| 24 | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.