MCKESSON CORP
For the period ended Mar 31, 2026. Filed Jun 12, 2026.
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Mar 31, 2026 · Filed Jun 12, 2026
Contents
Evaluating Board Composition, Performance and Effectiveness
Item 1. Election of Directors
Evaluating Board Composition, Performance and Effectiveness
Board evaluations play an important role in assessing the effectiveness of the Board and its committees. Directors or an independent third-party conduct an annual evaluation to assess where the Board is most effective and, more importantly, to identify areas in which they believe the Board can make a better contribution to the Company.
In FY 2026, the evaluation was facilitated by an independent third-party evaluator, who conducted interviews and gathered feedback to support a comprehensive and objective assessment of Board effectiveness. The use of an independent third-party evaluator enhances the rigor and objectivity of the evaluation process, supports candid feedback and provides the Board with insights into governance practices and effectiveness. The Board considers the results of the evaluation in informing ongoing enhancements to its composition, processes and oversight practices.
The core elements of our Board’s evaluation process under our current Board leadership structure include the following:
| Establish AnnualWorkplan | Conduct AnnualReview | Director Self-Assessments |
|---|---|---|
| Report to Board | Conversations with Lead Independent Director | Enhancements |
| 1 | Establish Annual Workplan | •Our Governance and Sustainability Committee leads the evaluations of the Board, Lead Independent Director and Chair of the Board. Each committee establishes its own workplan. The Governance and Sustainability Committee also establishes workplans for the Board, Lead Independent Director and 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 its workplan items and charter requirements. |
| 3 | Director Self-Assessments | •A director self-assessment is distributed and serves as a discussion tool to support directors in reflecting on their individual performance and the overall effectiveness of the Board. |
| 4 | Enhancements | •An independent third-party evaluator conducts the Board evaluation on a periodic basis and provides feedback on Board effectiveness and opportunities to enhance oversight. |
| 5 | Conversations with Lead Independent Director | •Our Independent Chair historically met with directors individually, and beginning in FY 2027, the Lead Independent Director will continue this practice. 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 | •Following its FY 2026 evaluation process conducted with an independent third-party evaluator, the Board further enhanced its processes in the following areas:•Board Refreshment and Succession Planning•Oversight of Senior Management Succession Planning•Oversight of Technology and AI |
| 2026 Proxy Statement | 23 |
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