CHARTER OF THE COMPENSATION AND TALENT COMMITTEE
OF THE BOARD OF DIRECTORS OF McKesson CORPORATION
AS ADOPTED BY THE BOARD
ON MAY 25, 2022
I. PURPOSE OF THE COMMITTEE
The Compensation and Talent Committee (the “Committee”) of the Board of Directors of
McKesson Corporation (the “Company”) is appointed by the Board of Directors (the
“Board”) to discharge the Board’s responsibilities with respect to all forms of
compensation for the Company’s executive officers and to administer the Company’s
equity incentive plans for employees. This Charter sets forth the authority and
responsibility of the Committee for evaluating and approving executive officer
compensation arrangements, plans, policies and programs of the Company, and for
administering the Company’s equity incentive plans for employees whether adopted prior
to or after the date of adoption of this charter (the “Stock Plans”).
II. COMPOSITION OF THE COMMITTEE
The Committee will consist of three or more members, with the exact number to be
determined by the Board. Each of the members of the Committee will be (i) an
“independent director” as defined under the rules of the New York Stock Exchange, as
amended (the “Rules”), except as may otherwise be permitted by such Rules, and (ii) a “Non-
Employee Director,” as defined in Rule 16b-3 promulgated under Section 16 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). All members of the Committee will be
appointed by, and shall serve at the discretion of, the Board.
The Board will select members of the Committee who will be approved by a
majority vote of the Board. Committee members will serve during their respective term as
a director, subject to earlier removal by a majority vote of the Board. Unless a chair is
elected by the full Board, the members of the Committee may designate a chair by
majority vote of the Committee membership.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
Meetings of the Committee will be held from time to time and in any event at least four times per fiscal year, in response to the needs of the Board or as otherwise determined by
the Chairman of such Committee, and the Committee shall provide reports to the Board.
In lieu of a meeting, the Committee may also act by unanimous written consent resolution.
IV. COMMITTEE RESPONSIBILITIES
The principal processes of the Committee in carrying out its oversight
responsibilities are set forth below. These processes are set forth as a guide with the
understanding that the Committee may supplement them as appropriate and may establish
policies and procedures from time to time that it deems necessary or advisable in fulfilling
its responsibilities.
- The Committee will have the authority to review and oversee the
Company’s overall compensation philosophy, and to oversee the development and
implementation of compensation programs aligned with the Company’s business strategy.
- The Committee will periodically review Environmental, Social and Governance (“ESG”) matters that are relevant to the Committee’s oversight responsibilities, including matters with respect to diversity, equity and inclusion, talent development, employee engagement, culture, and as otherwise enumerated herein, in coordination with other committees and/or the Board as necessary or appropriate.
- The Committee will have the sole authority to determine the form and
amount of compensation to be paid or awarded to the Chief Executive Officer (“CEO”)
and all other executive officers of the Company.
- The Committee will annually review and approve all matters related to
CEO compensation and determine (i) the salary paid to the CEO, (ii) the grant of all cash-based
bonuses and equity compensation to the CEO, (iii) the entering into or amendment
or extension of any employment contract or similar arrangement with the CEO, (iv) any
CEO severance or change in control arrangement, (v) material perquisites provided to the
CEO and (vi) any other CEO compensation matter that may arise from time to time as
directed by the Board. The compensation decisions with regard to CEO compensation
matters shall incorporate the review of the CEO’s performance against pre-established
business and individual objectives conducted annually by the Board. In determining the
long-term incentive component of the CEO’s compensation, the Committee may consider
among other things: the Company’s performance and relative stockholder return, the value
of similar incentive awards to chief executive officers at companies the Committee
determines comparable based on factors it selects and the incentive awards given to the
Company’s CEO in prior years.
- For all executive officers other than the CEO, the Committee, in
consultation with the CEO, will annually review and approve the corporate goals and
objectives relevant to executive officers’ compensation. In light of these goals and
objectives, the Committee, in consultation with the CEO, will determine (i) the salary paid
to executive officers, (ii) the grant of cash-based bonuses and equity compensation
provided to executive officers, (iii) the entering into or amendment or extension of any
employment contract or similar arrangement with executive officers, (iv) executive
officers’ severance or change in control arrangements, (v) material perquisites provided to
executive officers and (vi) any other executive officer compensation matter that may arise
from time to time as directed by the Board. In determining the long-term incentive
component of executive officers’ compensation, the Committee will consider the same
factors pertaining to such compensation that it considers for that element of the CEO’s
compensation.
- The Committee will periodically review and make recommendations to the
Board with respect to adoption and approval of, or amendments to, all equity-based
incentive compensation plans and arrangements for employees, and the shares and
amounts reserved thereunder after taking into consideration the Company’s strategy of
long-term and equity-based compensation. The Committee will also periodically review
and approve, or recommend to the Board for approval, the adoption of, and
amendments to, all cash-based incentive plans for executive officers.
- The Committee will: (i) approve grants of stock, stock options or stock
rights to employees eligible for such grants (including grants in compliance with Rule 16b-
3 promulgated under the Exchange Act to individuals who are subject to Section 16 of the
Exchange Act); (ii) determine the Company’s policy regarding the timing of such grants of
stock, stock options or stock purchase rights; (iii) interpret the Stock Plans and agreements
thereunder; and (iv) determine acceptable forms of consideration for stock acquired
pursuant to the Stock Plans. The Committee will have the authority to approve stock
ownership guidelines applicable to the CEO and to other designated executives, and the
responsibility to annually review compliance with such guidelines. Pursuant to §157 of
the Delaware General Corporation Law, the Committee may delegate to the Company’s
CEO the authority to grant options to employees of the Company or of any subsidiary of
the Company who are not directors or executive officers, provided that such grants are
within the limits established by §157 and by resolution of the Board.
- The Committee will exercise the powers of the Board and perform such
duties and responsibilities as may be assigned to a “committee,” this Committee or the
Board under the terms of any incentive-compensation, equity-based compensation,
deferred compensation, or other plan in the Company’s executive benefit program.
- The Committee will participate, with management, in the preparation of the
Compensation Discussion and Analysis. The Committee will review the final draft of the
Compensation Discussion and Analysis and recommend to the Board its inclusion in the
proxy statement or Form 10-K, as applicable, to the extent required by the rules and regulations of the Securities and Exchange Commission (the “SEC”).
- The Committee will review the results of the Company’s “say on pay” vote as well as the results of other Company stockholder votes with respect to compensation-related matters, and will consider whether any changes should be made to the Company’s compensation plans and programs as a result of any such stockholder vote.
- The Committee will provide the Compensation Committee Report for
inclusion in the Company’s proxy statement or annual report on Form 10-K that complies
with the rules and regulations of the SEC.
- The Committee will oversee the Company’s submission to a stockholder
vote of matters relating to compensation, including advisory votes on executive
compensation and the frequency of such votes, incentive and other compensation plans,
and amendments to such plans.
- Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a summary of actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
- The Committee will review this Charter annually and recommend to the
Board any changes it determines are appropriate.
- The Committee will review its performance annually and submit a report on
its performance to the Board.
- For the purpose of assessing whether risks arising from any compensatory
plan or arrangement are reasonably likely to have a material adverse effect on the
Company, the Committee will periodically review the relationship between the incentives
associated with these plans and the level of risk-taking by executive officers in response to
such incentives.
- The Committee will, in consultation with the Company's CEO and Executive Vice President and Chief Human Resources Officer, engage in an annual review of senior management's succession plans. The reviews shall include an examination of potential permanent and interim candidates for the CEO and senior management positions. The Committee will approve and maintain a process regarding CEO succession in the event of an emergency or the retirement or other temporary or permanent absence of the CEO. To assist with CEO succession planning, the CEO will create and periodically assess (at least annually) a list of potential successors who may be able to perform the CEO's duties on an interim basis. The Committee will review with the CEO and Executive Vice President and Chief Human Resources Officer the Company's process for the education and development of senior management throughout the Company.
- The Committee will have the sole authority and right, as and when it shall
determine to be necessary or appropriate to the functions of the Committee, to retain,
obtain the advice of and terminate compensation consultants, independent legal counsel or
other advisors of its choosing to assist the Committee with its functions. The Committee
shall have the sole authority to approve the fee arrangement and other retention terms of
such advisors, and the Company must provide for appropriate funding, as determined by
the Committee, for payment of reasonable fees to a compensation consultant, independent
legal counsel or any other advisor retained by the Committee. In this regard, the
Committee shall be directly responsible for the appointment, fee arrangement and
oversight of the work of any compensation consultant, independent legal counsel or other
advisor retained by the Committee. The Committee shall evaluate the qualifications,
performance and independence of any such advisors in accordance with policies that the
Committee may establish in its sole discretion. Except as otherwise required by the
applicable Rules of the New York Stock Exchange, the Committee may select a
compensation consultant, legal counsel or other advisor to the Committee only after taking
into consideration all factors relevant to that person’s independence from management, as enumerated by the New York Stock Exchange.
- The Committee will perform any other activities required by applicable
law, rules or regulations, including the rules of the SEC and any exchange or market on
which the Company’s capital stock is traded, and perform other activities that are
consistent with this charter, the Company’s certificate of incorporation and bylaws, and
governing laws, as the Committee or the Board deems necessary or appropriate.