DEF 14A of Mckesson Corp, Jun 20, 2025

DEF 14A of Mckesson Corp

Filed Jun 20, 2025 · FY20250000927653-25-000061

Open on EDGAR

  1. McKESSON CORPORATION

    | | “We value the trust you place in us through your investment in McKesson and remain focused on driving the long-term growth of the company.” Donald R. Knauss Independent Chair |

  2. VOTING METHODS

    | 2025 Summary Compensation Table | 62 | | 2025 Grants of Plan-Based Awards Table | 64 | | 2025 Outstanding Equity Awards Table | 65 | | 2025 Stock Vested Table | 66 | | 2025 Nonqualified Deferred Compensation Table | 67 | | Severance and Change in Control Policies | 69 | | Potential Payments upon Termination or Change in Control | 70 | | CEO Pay Ratio | 73 | | Pay Versus Performance | 74 | | Principal Shareholders | 79 | | Security Ownership of Certain Beneficial Owners | 79 | | Beneficial Stock Ownership of Directors and Executive Officers | 80 | | Annual Meeting Information | 81 | | Appendix A — Supplemental Information | A-1 |

  3. Director Independence

    Director Independence 11 director nominees are independent

  4. Director Independence

    | 2025 Proxy Statement | | 9 |

  5. Director Independence

    | Skills and Experience Highlights that Advance Company Priorities |

  6. Director Independence

    | The following table provides summary information about the 12 director nominees and their current committee memberships. | | | | | | | Name | | Age | Director Since | Committee Memberships | Other Public Company Boards | | | Dominic J. Caruso Retired EVP and CFO, Johnson & Johnson | 67 | 2018 | | 1 | | | Lynne M. Doughtie Retired Chair and CEO, KPMG U.S. | 62 | 2025 | | 2 | | | W. Roy Dunbar Retired CEO and Chairman, Network Solutions, LLC | 64 | 2022 | | 3 | | | Deborah Dunsire, M.D. Retired President and CEO, H. Lundbeck A/S | 63 | 2024 | | 1 | | | Julie L. Gerberding, M.D., M.P.H. CEO, Foundation for the National Institutes of Health | 69 | 2025 | | 1 | | | James H. Hinton Operating Partner, Welsh, Carson, Anderson & Stowe | 66 | 2022 | | 1 | | | Donald R. Knauss Retired Chairman and CEO, The Clorox Company | 74 | 2014 | | 2 | | | Bradley E. Lerman EVP and Chief Legal Officer, Starbucks Corporation | 69 | 2018 | | 0 | | | Maria N. Martinez Retired EVP and COO, Cisco Systems, Inc. | 67 | 2019 | | 2 | | | Kevin M. Ozan Retired EVP and CFO, McDonald's Corporation | 62 | 2024 | | 1 | | | Brian S. Tyler CEO, McKesson Corporation | 58 | 2019 | – | 1 | | | Kathleen Wilson-Thompson Retired EVP and Global CHRO, Walgreens Boots Alliance, Inc. | 67 | 2022 | | 2 |

  7. Director Independence

    | | Committee Chair | | Audit | | Compensation and Talent | | | Compliance | | Finance | | Governance and Sustainability | | | Independent | | | | |

  8. Director Independence

    We believe that our director nominees possess the right mix of skills, qualifications and experience that provide us with the optimal composition for the McKesson Board. A snapshot of our director nominees' skills include: Focus on People & Culture Strengthen North American Pharmaceutical Distribution Modernize & Accelerate the Portfolio Enhance Oncology & Biopharma Services Platforms

  9. Director Independence

    | Sustainability and Human Capital Management |

  10. Director Independence

    | Distribution / Supply Chain Experience |

  11. Director Independence

    | Business Transformation / M&A |

  12. Director Independence

    | Healthcare Industry Experience |

  13. Director Independence

    | 10 | | 2025 Proxy Statement |

  14. Director Independence

    Governance Highlights Focused oversight responsibilities. Our Governance and Sustainability Committee is responsible for the oversight of corporate governance and sustainability matters. Our Compensation and Talent Committee is responsible for the oversight of our executive compensation programs, senior management succession planning and topics related to our best talent strategy and talent development, employee engagement and culture matters. Our Compliance Committee, in coordination with the Audit Committee, reviews among other things the Company's approach to risk identification and mitigation plans for certain cybersecurity and technology-related risks. These focused committee-level responsibilities allow our Board to effectively address issues salient to our Company strategy and the broader market environment. Leading corporate governance practices. We highlight some of the key features of our corporate governance practices below. Please see “Corporate Governance” beginning on page 25 of this proxy statement for more information about McKesson’s corporate governance practices.

  15. Director Independence

    | | | | | Shareholder Rights | Board of Directors | Corporate Governance | | •Annual election of directors with majority voting standard for uncontested elections •Proxy access •Meaningful right to call special meeting of shareholders (15% ownership threshold) •No supermajority vote provisions | •Independent Chair of the Board •11 of 12 director nominees are independent •Regular executive sessions of independent directors •Annual Board and committee evaluation process •Policy requiring directors with over 12 years of tenure to offer to resign •Policies on other public company board service and retirement age | •Pay for performance alignment •No poison pill •Regular Board refreshment •Comprehensive senior management succession planning process •Robust shareholder engagement program •Stock ownership guidelines for executives and directors |

  16. Director Independence

    | 2025 Proxy Statement | | 11 |

  17. Director Independence

    | Item | | Your Board’s Recommendation | | 2 | RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026 Deloitte & Touche LLP (D&T) is an independent accounting firm with the breadth of expertise and knowledge necessary to audit the Company. Their institutional knowledge of our business and control framework results in effective and efficient audits. The Audit Committee has reviewed the independence, qualifications and performance of D&T and has determined that their retention is in the best interests of McKesson and its shareholders. | FOR (See Page 39) |

  18. Director Independence

    | Item | | Your Board’s Recommendation | | 3 | ADVISORY VOTE ON EXECUTIVE COMPENSATION Our executive compensation program is the result of thorough Compensation and Talent Committee review, and it continues to emphasize pay for performance and reflects shareholder feedback. | FOR (See Page 41) |

  19. Director Independence

    | 12 | | 2025 Proxy Statement |

  20. Director Independence

    Executive Compensation Highlights As discussed in detail under “Compensation Discussion and Analysis,” we have developed an executive compensation program designed to strike the right balance of pay for performance, attract and retain an exceptionally talented executive team, steer McKesson’s leadership to meet ambitious goals without taking undue risk and build long-term value for our shareholders. Shareholders expressed support for our compensation structure and design. We were pleased to receive positive feedback from shareholders regarding our program over the past year, which was reflected in the vote results from our 2024 Annual Meeting of Shareholders where approximately 90% of votes cast were in favor of our say-on-pay proposal. In light of the positive feedback we received from shareholders with respect to our executive compensation program, the Compensation and Talent Committee determined not to make any adjustments to the plans for FY 2025.

  21. Director Independence

    | Approximately 90% of votes cast were in favor of our say-on-pay proposal at our 2024 Annual Meeting |

  22. Director Independence

    Our executive compensation program is predominantly performance-based, consisting of four primary compensation elements that each serve a unique purpose. The metrics below incentivize our executives to focus on operational objectives that are expected to drive shareholder value.

  23. Director Independence

    | Pay Element | Performance Metric | Rationale | Target Pay | | Base Salary | — | Attracts and retains high-performing executives by providing market-competitive fixed pay | — | | Management Incentive Plan (annual cash incentive) | Adjusted EPS | Rewards operational performance and profitability; important driver of share price valuation and shareholder expectations | 100% — 200% of Base Salary | | | Adjusted Operating Profit | Rewards operational performance and profitability; important driver of share price valuation and shareholder expectations | | | | Free Cash Flow | Rewards generating cash to invest in growth and return capital to shareholders; important valuation metric | | | | Non-Financial Priority Areas | Ensures progress on non-financial priorities that are aligned with our business strategy | Discretionary Downward-Only Modifier | | Performance Stock Units (long-term equity incentive) | 3-Year Cumulative Adjusted EPS | Measures long-term earnings power, drives returns for the Company and directly correlates to share price performance | 60% of Target LTI Value | | | 3-Year Average ROIC | Encourages leaders to make sound investments that generate returns for shareholders; important valuation metric | | | | MCK TSR vs. Comparator Group | Rewards share price performance relative to comparator group over time | | | Restricted Stock Units (long-term equity incentive) | — | Directly aligns with value delivered to shareholders | 40% of Target LTI Value |

  24. Director Independence

    | 2025 Proxy Statement | | 13 |

  25. Director Independence

    | | ITEM 1 | | | | Election of Directors | | | | There are 12 director nominees for election to the Board. The directors elected at the Annual Meeting will hold office until the 2026 Annual Meeting of Shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal or death. Richard H. Carmona, M.D., who has reached the retirement age under our Corporate Governance Guidelines, is not being renominated to the McKesson Board and his term will end effective at the Annual Meeting. The Governance and Sustainability Committee has recommended, and the Board has approved, the re-election of the twelve director nominees listed in Item 1 for the Annual Meeting. Each director nominee has informed the Board that he or she is willing to serve as a director. If any director nominee should decline or become unable or unavailable to serve as a director for any reason, your proxy authorizes the individuals named in the proxy to vote for a replacement nominee, or the Board may reduce its size. | | | | | Your Board recommends a vote FOR each director nominee. |

  26. Director Independence

    | 14 | | 2025 Proxy Statement |

  27. Director Independence

    Director Skills, Experiences and Qualifications The skills matrix below identifies our twelve director nominees’ prominent experiences and qualifications to effectively serve on our Board. Our director nominees bring unique backgrounds and ranges of expertise, knowledge and experience, which we believe provide an appropriate mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. By its nature, the information contained in this summary is not intended to be exhaustive but aims to convey the general breadth of experience and qualifications that our director nominees bring to their work on the Board to oversee strategy, performance, culture and risk at McKesson.

  28. Director Independence

    | | | | | | | | | | | | | | | | | | | Business Transformation / M&A Business transformation and M&A experience helps provide oversight of McKesson’s strategic planning decisions, including significant transactions | | | | | | | | | | | | | | | | Healthcare Industry Experience Relevant industry experience ensures knowledge of the unique challenges faced by our business, including our regulatory environment, customer base and competitive landscape | | | | | | | | | | | | | | | | Distribution / Supply Chain Experience Supply chain and distribution experience ensures thorough understanding of a key business model and aids in oversight of our operations | | | | | | | | | | | | | | | | Sustainability and Human Capital Management Experience with sustainability priorities is important to our Board as we strive to improve care in every setting and attract and retain top talent | | | | | | | | | | | | | | | | Senior Executive Leadership Experience in a leadership role (CEO, CFO or other executive position) provides expertise in shaping strategy and overseeing the performance of our management team | | | | | | | | | | | | | | | | Other Public Company Board Service Experience as a public company director provides knowledge of corporate governance and understanding of board accountability and oversight | | | | | | | | | | | | | | | | Financial / Accounting Experience in the preparation and review of financial statements and internal control over financial reporting provides background in advising and overseeing capital structure and accurate reporting | | | | | | | | | | | | | | | | Risk Management and Compliance Compliance expertise or experience in the identification, assessment and mitigation of enterprise risks facing our company helps to assess and provide oversight of potential threats | | | | | | | | | | | | | | | | Cybersecurity / AI / Technology Experience with technology helps us accelerate our strategic growth initiatives and oversee cybersecurity, AI and technology-related risks | | | | | | | | | | | | | | | | Global / International Experience International experience is important for our Board as we maintain a global presence through our supply chain | | | | | | | | | | | | | | | | Marketing / Public Relations / Communications These skills provide the ability to oversee our communications and work with management on effective disclosures | | | | | | | | | | | | |

  29. Director Independence

    | 2025 Proxy Statement | | 15 |

  30. Director Independence

    Director Nominees The following section provides a brief description of each of the twelve director nominees, including their age, principal occupation, position and business experience, including other public company directorships for at least the past five years. Each director nominee’s biographical information includes a description of the nominee’s experience, qualifications, attributes or skills that qualify the nominee to serve on the Company’s Board at this time.

  31. Director Independence

    | | Dominic J. Caruso | | | | | Retired Executive Vice President and Chief Financial Officer, Johnson & Johnson | | | | | Age: 67 Director since: 2018 | Committees: Audit (Chair) Compliance | Director Qualification Highlights: Financial Expertise Risk Management and Controls |

  32. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Mr. Caruso retired as executive vice president and chief financial officer of Johnson & Johnson, a manufacturer of medical devices and pharmaceutical products, in August 2018, having served in the role since 2007. •He led the company’s financial and investor relations activities, as well as the procurement organization. •Mr. Caruso joined Johnson & Johnson in October 1999 as chief financial officer for Centocor, Inc., upon the completion of the merger of Centocor and Johnson & Johnson. •Prior to joining Centocor, he had varied industry experiences with KPMG. •Mr. Caruso was actively involved in government relations activities globally, including having served as co-chair of the U.S. Chamber of Commerce Global Initiative on Health and the Economy. | •He currently serves on the Board of Trustees of the Cystic Fibrosis Foundation. SKILLS AND QUALIFICATIONS Mr. Caruso brings to the Board financial expertise and leadership, as well as a deep familiarity with investors’ perspectives, having previously served as an executive officer of a publicly traded healthcare company. With a focus on healthcare compliance throughout his career at Johnson & Johnson, Centocor, Inc. and KPMG, Mr. Caruso also brings experience in financial and compliance risk oversight. OTHER PUBLIC COMPANY BOARDS Current: Kyndryl Holdings, Inc. Past Five Years: None |

  33. Director Independence

    | | Lynne M. Doughtie | | | | | Retired Chair and Chief Executive Officer, KPMG U.S. | | | | | Age: 62 Director since: 2025 | Committees: Audit Finance | Director Qualification Highlights: Financial Expertise Risk Management and Controls |

  34. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Ms. Doughtie is the former chair and chief executive officer of KPMG U.S., one of the largest professional services firms. She held this role from 2015 to 2020, becoming the first woman to serve as both chair and CEO in the firm's history. She also was a member of KPMG's Global Board and Executive Committee. •Ms. Doughtie led KPMG’s advisory business in the U.S. after joining KPMG's audit practice in 1985 and serving in a number of national, regional and global leadership roles, including as lead engagement partner. •Ms. Doughtie earned a B.S. in accounting from Virginia Polytechnic Institute and State University (Virginia Tech)/Pamplin College of Business in 1985, as well as her certification as a public accountant. | SKILLS AND QUALIFICATIONS Ms. Doughtie brings to the Board executive leadership and accounting and finance expertise as the former chair and chief executive officer of KPMG U.S. Ms. Doughtie spent over 30 years at KPMG, during which she gained depth of experience across various industries, including technology, healthcare and financial services, bringing to McKesson operational and strategic insights. OTHER PUBLIC COMPANY BOARDS Current: The Boeing Company, Workday, Inc. Past Five Years: None |

  35. Director Independence

    | | Business Transformation / M&A | | Distribution / Supply Chain Experience | | Senior Executive Leadership | | Marketing / Public Relations / Communications | | Global / International Experience | | Cybersecurity / Technology |

  36. Director Independence

    | | Financial / Accounting | | Healthcare Industry Experience | | Sustainability and Human Capital Management | | Risk Management and Compliance | | Other Public Company Board Service |

  37. Director Independence

    | 16 | | 2025 Proxy Statement |

  38. Director Independence

    | | W. Roy Dunbar | | | | | Retired Chief Executive Officer and Chairman, Network Solutions, LLC | | | | | Age: 64 Director since: 2022 | Committees: Compliance Governance and Sustainability | Director Qualification Highlights: Technology Sustainability and Human Capital Management |

  39. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Mr. Dunbar most recently served as chief executive officer and chairman at Network Solutions, LLC, an IT service management company, from 2008 to 2010. •From 2004 to 2008, he served as president of global technology and operations for MasterCard where he was responsible for its global payments platform and operations. •Prior to that, he spent over a decade at Eli Lilly and Company where he served as president for the intercontinental region, vice president of information technology and chief information officer. •Mr. Dunbar graduated from Manchester University in the United Kingdom with a pharmacy degree and a master’s degree in business administration from Manchester Business School. | SKILLS AND QUALIFICATIONS Mr. Dunbar brings to the Board experience in technology, operations and healthcare, as well as data governance and cybersecurity. He also brings additional experience in sustainability matters to help guide McKesson's focus on business impact initiatives. Mr. Dunbar has served in various executive capacities where he was accountable for international operations. OTHER PUBLIC COMPANY BOARDS Current: Duke Energy Corp., Johnson Controls International plc, SiteOne Landscape Supply, Inc. Past Five Years: Humana Inc. (2005 - 2020) |

  40. Director Independence

    | | Deborah Dunsire, M.D. | | | | | Retired President and Chief Executive Officer, H. Lundbeck A/S | | | | | Age: 63 Director since: 2024 | Committees: Audit Finance | Director Qualification Highlights: Healthcare Industry Business Transformation |

  41. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Dr. Dunsire served as President and CEO of H. Lundbeck A/S, a biopharmaceutical company specializing in developing and delivering transformative therapies for brain diseases, from 2018 to 2023. •From 2017 to 2018, she served as President and CEO of XTuit Pharmaceuticals, a biopharmaceutical company focused on cancer treatments. •Prior to her employment with XTuit Pharmaceuticals, Dr. Dunsire held various executive leadership roles at FORUM Pharmaceuticals, Millennium: The Takeda Oncology Company and Millennium Pharmaceuticals. •Dr. Dunsire started her career as a primary care physician in Johannesburg, South Africa and received her medical degree from the University of Witwatersrand in Johannesburg, South Africa. | SKILLS AND QUALIFICATIONS Dr. Dunsire brings to the Board deep healthcare and clinical experience, including leadership of large, complex biopharmaceutical companies, as well as experience in healthcare operations and clinical research. She also brings a unique perspective with her clinical background and expertise in the pharmaceutical and oncology areas, which align with McKesson's strategic growth priorities. OTHER PUBLIC COMPANY BOARDS Current: Ultragenyx Pharmaceutical Inc. Past Five Years: Alexion Pharmaceuticals Inc. (2018 – 2021), Syros Pharmaceuticals, Inc. (2021 – 2024) |

  42. Director Independence

    | | Business Transformation / M&A | | Distribution / Supply Chain Experience | | Senior Executive Leadership | | Marketing / Public Relations / Communications | | Global / International Experience | | Cybersecurity / Technology |

  43. Director Independence

    | | Financial / Accounting | | Healthcare Industry Experience | | Sustainability and Human Capital Management | | Risk Management and Compliance | | Other Public Company Board Service |

  44. Director Independence

    | 2025 Proxy Statement | | 17 |

  45. Director Independence

    | | Julie L. Gerberding, M.D., M.P.H. | | | | | Chief Executive Officer, Foundation for the National Institutes of Health | | | | | Age: 69 Director since: 2025 | Committees: Compensation and Talent Compliance | Director Qualification Highlights: Federal Health Policy and Healthcare Risk Management |

  46. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Dr. Gerberding currently serves as the chief executive officer of the Foundation for the National Institutes of Health (FNIH), which convenes public and private partnerships between the National Institutes of Health, academia, life science companies and patient advocacy groups. •Previously, Dr. Gerberding served as the executive vice president and chief patient officer at Merck & Co. from 2014 to 2022, overseeing patient engagement, strategic communications, global public policy and population health. She joined Merck in 2010 as the president of vaccines and was instrumental in expanding global access to the company’s vaccines. •Dr. Gerberding served as the director of the Centers for Disease Control from 2002 to 2009. •Dr. Gerberding serves on the board of directors of the National Health Council and the Mayo Clinic, and she is on the board of trustees for Case Western Reserve University, where she serves on the Research and Tech Transfer Committee. •Dr. Gerberding received her undergraduate and medical degrees from Case Western Reserve University and a Masters of Public Health at the University of California, Berkeley. | SKILLS AND QUALIFICATIONS Dr. Gerberding brings extensive executive experience in the healthcare industry and federal health policy as the chief executive officer of the FNIH and former executive officer of a pharmaceutical company. Her experience on various boards of directors and focus on healthcare policy and compliance, along with her clinical background, bring a valuable perspective that aligns with McKesson’s strategic growth priorities. OTHER PUBLIC COMPANY BOARDS Current: HilleVax, Inc. Past Five Years: Cerner Corporation (2017 – 2022) |

  47. Director Independence

    | | James H. Hinton | | | | | Operating Partner, Welsh, Carson, Anderson & Stowe | | | | | Age: 66 Director since: 2022 | Committees: Compensation and Talent Finance | Director Qualification Highlights: Healthcare Industry Compliance |

  48. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Mr. Hinton currently serves as an operating partner for the private equity firm Welsh, Carson, Anderson & Stowe. •From 2017 to 2021, he served as the CEO of Baylor Scott & White Health, the largest not-for-profit health system in Texas and one of the largest in the U.S. •Mr. Hinton joined Presbyterian Healthcare Services, New Mexico’s largest not-for-profit healthcare provider, in 1983 and he served as their CEO from 1995 to 2016. •During that time, he was a member of the American Hospital Association Board of Trustees and served as its Chair in 2014. •Mr. Hinton holds a master’s degree in healthcare administration from Arizona State University and a bachelor’s degree in economics from the University of New Mexico. | SKILLS AND QUALIFICATIONS Mr. Hinton brings to the Board broad-based healthcare experience, including in all aspects of leading a complex healthcare services organization, as well as experience in healthcare operations and compliance, private equity, and mergers and acquisitions. He also brings experience in the development of integrated systems, adding valuable insights to the McKesson Board on customer experience and affordability. OTHER PUBLIC COMPANY BOARDS Current: AMN Healthcare Services, Inc. Past Five Years: None |

  49. Director Independence

    | | Business Transformation / M&A | | Distribution / Supply Chain Experience | | Senior Executive Leadership | | Marketing / Public Relations / Communications | | Global / International Experience | | Cybersecurity / Technology |

  50. Director Independence

    | | Financial / Accounting | | Healthcare Industry Experience | | Sustainability and Human Capital Management | | Risk Management and Compliance | | Other Public Company Board Service |

  51. Director Independence

    | 18 | | 2025 Proxy Statement |

  52. Director Independence

    | | Donald R. Knauss | | | | | Retired Chairman and Chief Executive Officer, The Clorox Company | | | | | Age: 74 Director since: 2014 | Committees: Compensation and Talent (Chair) Finance Governance and Sustainability | Director Qualification Highlights: Human Capital Management Distribution / Supply Chain Experience |

  53. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Mr. Knauss retired from The Clorox Company, a multinational manufacturer and marketer of consumer and professional products, in 2015, having served as executive chairman of the board from November 2014 until July 2015 and chairman and chief executive officer from October 2006 until November 2014. •He was executive vice president of The Coca-Cola Company and president and chief operating officer for Coca-Cola North America from February 2004 until September 2006. •Prior to his employment with The Coca-Cola Company, he held various positions in marketing and sales with PepsiCo, Inc. and Procter & Gamble, and he also served as an officer in the United States Marine Corps. •Mr. Knauss also serves on the board of trustees for the University of San Diego. | SKILLS AND QUALIFICATIONS Mr. Knauss brings to the Board substantial board leadership skills through his chairmanship role at The Clorox Company. He also brings substantial executive experience through which he has developed valuable operational insights and strategic and long-term planning capabilities, as well as extensive international business management and retail experience, which includes experience in the retail pharmacy area. Mr. Knauss also has significant public company board experience. OTHER PUBLIC COMPANY BOARDS Current: Kellanova (formerly Kellogg Company), Target Corporation Past Five Years: None |

  54. Director Independence

    | | Bradley E. Lerman | | | | | Executive Vice President and Chief Legal Officer, Starbucks Corporation | | | | | Age: 69 Director since: 2018 | Committees: Compliance (Chair) Governance and Sustainability | Director Qualification Highlights: Risk Management and Compliance Sustainability and Human Capital Management |

  55. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Mr. Lerman currently serves as the executive vice president and chief legal officer of Starbucks Corporation, a company with a multinational chain of coffeehouses and roastery reserves. •Previously, Mr. Lerman served as the senior vice president, general counsel and corporate secretary of Medtronic plc, a medical device company, from 2014 to January 2022. •At Medtronic, he led the company’s global legal, government affairs and ethics and compliance functions. Prior to Medtronic, Mr. Lerman served as executive vice president, general counsel and corporate secretary for the Federal National Mortgage Association (Fannie Mae). •Previous to Fannie Mae, he served as senior vice president, associate general counsel and chief litigation counsel for Pfizer. •Mr. Lerman also served as a litigation partner at Winston & Strawn LLP in Chicago and as an assistant U.S. attorney in the Northern District of Illinois. | •He received a law degree from Harvard Law School and his bachelor’s degree in economics from Yale University. SKILLS AND QUALIFICATIONS Mr. Lerman brings to the Board significant legal and regulatory experience gained from years of serving as general counsel, chief legal officer and corporate secretary for publicly traded and regulated corporations and his years of large law firm practice and government positions with law enforcement responsibilities. He also brings a multilayered understanding of the healthcare industry and experience linking compliance and legal considerations with corporate strategy and sustainability initiatives. OTHER PUBLIC COMPANY BOARDS Current: None Past Five Years: None |

  56. Director Independence

    | | Business Transformation / M&A | | Distribution / Supply Chain Experience | | Senior Executive Leadership | | Marketing / Public Relations / Communications | | Global / International Experience | | Cybersecurity / Technology |

  57. Director Independence

    | | Financial / Accounting | | Healthcare Industry Experience | | Sustainability and Human Capital Management | | Risk Management and Compliance | | Other Public Company Board Service |

  58. Director Independence

    | 2025 Proxy Statement | | 19 |

  59. Director Independence

    | | Maria N. Martinez | | | | | Retired Executive Vice President and Chief Operating Officer, Cisco Systems, Inc. | | | | | Age: 67 Director since: 2019 | Committees: Compliance Governance and Sustainability (Chair) | Director Qualification Highlights: Technology International Experience |

  60. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Ms. Martinez most recently served as executive vice president and chief operating officer from March 2021 to May 2024 and was executive vice president and chief customer experience officer from April 2018 until March 2021 at Cisco Systems, Inc., a multinational digital communications technology company. •Prior to joining Cisco, Ms. Martinez served in a variety of senior executive roles at Salesforce, Inc., including president, Global Customer Success and Latin America from March 2016 to April 2018; president, Sales and Customer Success from February 2013 to March 2016; executive vice president and chief growth officer from February 2012 to February 2013; and executive vice president, Customers for Life from February 2010 to February 2012. •Prior to joining Salesforce, she managed the global services business for Microsoft Corporation, including professional services and customer support for all products. •Ms. Martinez also has held a number of other leadership positions at Motorola, Inc. and AT&T Inc., and served as chief executive officer of Embrace Networks, Inc. | •Ms. Martinez holds a bachelor’s degree in electrical engineering from the University of Puerto Rico and a master’s degree in computer engineering from Ohio State University. SKILLS AND QUALIFICATIONS Ms. Martinez brings to our Board leadership experience at leading technology companies, which enhances the Board’s depth of experience in business and digital transformation. She also brings a global leadership perspective, as well as a focus on customer success and customer experience. OTHER PUBLIC COMPANY BOARDS Current: Tyson Foods, Inc., Bank of America Corporation Past Five Years: Cue Health Inc. (2021 - 2024) |

  61. Director Independence

    | | Kevin M. Ozan | | | | | Retired Executive Vice President and Chief Financial Officer, McDonald's Corporation | | | | | Age: 62 Director since: 2024 | Committees: Audit Finance (Chair) | Director Qualification Highlights: Financial Expertise International Experience |

  62. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Mr. Ozan most recently served as senior executive vice president, strategic initiatives from September 2022 to June 2023 and executive vice president and chief financial officer from March 2015 to August 2022 of McDonald’s Corporation, a leading global food service retailer. •Mr. Ozan held various roles of increasing responsibility across the financial and investor relations teams at McDonald’s from 1997 to 2015. •Prior to joining McDonald’s, he worked for over a decade in Ernst & Young’s audit and mergers and acquisitions practices. •Mr. Ozan currently serves on the board of directors of Cineworld, a private company with one of the largest cinema businesses in the world. | •Mr. Ozan has a bachelor’s degree in accounting from the University of Michigan and a master’s degree in business from the Kellogg School of Management at Northwestern University. SKILLS AND QUALIFICATIONS Mr. Ozan brings to the Board considerable experience in the areas of finance, mergers and acquisitions, risk management and international operations having served as a former senior financial executive at a global company. OTHER PUBLIC COMPANY BOARDS Current: The Hershey Company Past Five Years: None |

  63. Director Independence

    | | Business Transformation / M&A | | Distribution / Supply Chain Experience | | Senior Executive Leadership | | Marketing / Public Relations / Communications | | Global / International Experience | | Cybersecurity / Technology |

  64. Director Independence

    | | Financial / Accounting | | Healthcare Industry Experience | | Sustainability and Human Capital Management | | Risk Management and Compliance | | Other Public Company Board Service |

  65. Director Independence

    | 20 | | 2025 Proxy Statement |

  66. Director Independence

    | | Brian S. Tyler | | | | | Chief Executive Officer, McKesson Corporation | | | | | Age: 58 Director since: 2019 | Committees: None | Director Qualification Highlights: Business Transformation Health Care Industry |

  67. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Mr. Tyler has served as chief executive officer of McKesson Corporation since April 2019 and previously served as the Company’s president and chief operating officer from August 2018 to March 2019. •Mr. Tyler served as chairman of the Management Board of McKesson Europe AG from 2017 to 2018, president and chief operating officer of McKesson Europe from 2016 to 2017, president of McKesson's North American Pharmaceutical Distribution and Services from 2015 to 2016, and McKesson's executive vice president, corporate strategy and business development from 2012 to 2015. •Mr. Tyler previously served in various other leadership roles at McKesson, including as president of U.S. Pharmaceutical, president of McKesson Medical-Surgical, and president of McKesson Specialty Health. •Mr. Tyler is a member of the board of directors of the International Federation of Pharmaceutical Wholesalers (IFPW) and a member of the IFPW Foundation board of directors. | •He is a member of the American Cancer Society’s CEOs Against Cancer group in the North Texas chapter. •Mr. Tyler earned his Ph.D. from the University of Chicago, Department of Economics specializing in industrial organization, labor economics and public finance / project evaluation. SKILLS AND QUALIFICATIONS Mr. Tyler brings over 25 years of business and healthcare experience to the Board. As McKesson’s CEO and a long-time leader of McKesson’s businesses, Mr. Tyler has extensive knowledge of the Company’s culture and workforce, and its challenges and opportunities. OTHER PUBLIC COMPANY BOARDS Current: Republic Services, Inc. Past Five Years: None |

  68. Director Independence

    | | Kathleen Wilson-Thompson | | | | | Retired EVP and Global Chief Human Resources Officer, Walgreens Boots Alliance, Inc. | | | | | Age: 67 Director since: 2022 | Committees: Compensation and Talent Governance and Sustainability | Director Qualification Highlights: Healthcare Industry Sustainability Human Capital Management |

  69. Director Independence

    | PROFESSIONAL EXPERIENCE AND BACKGROUND •Ms. Wilson-Thompson most recently served as executive vice president and global chief human resources officer of Walgreens Boots Alliance, Inc., a healthcare and retail pharmacy company, from December 2014 to January 2021, after serving as senior vice president and chief human resources officer from January 2010 to December 2014. •Previously, she served as senior vice president, global human resources and chief labor and employment counsel at Kellogg Company. •Ms. Wilson-Thompson earned an A.B. degree from the University of Michigan, and J.D. and LL.M. (Corporate and Finance Law) degrees from Wayne State University. | SKILLS AND QUALIFICATIONS Ms. Wilson-Thompson brings to the Board more than a decade of senior executive level experience leading human resources and human capital management strategy at global healthcare companies. She also brings valuable insights from her extensive public company board service in the manufacturing and retail industries. OTHER PUBLIC COMPANY BOARDS Current: Tesla, Inc., Wolverine Worldwide, Inc. Past Five Years: None |

  70. Director Independence

    | | Business Transformation / M&A | | Distribution / Supply Chain Experience | | Senior Executive Leadership | | Marketing / Public Relations / Communications | | Global / International Experience | | Cybersecurity / Technology |

  71. Director Independence

    | | Financial / Accounting | | Healthcare Industry Experience | | Sustainability and Human Capital Management | | Risk Management and Compliance | | Other Public Company Board Service |

  72. Director Independence

    | 2025 Proxy Statement | | 21 |

  73. Director Independence

    Director Qualifications, Shareholder Recommendations and Nominations To fulfill its responsibility to recruit and recommend to the Board nominees for election as directors, the Governance and Sustainability Committee considers all qualified candidates who may be identified by any of the following sources: current or former Board members, a professional search firm, Company employees, shareholders or other parties. Ms. Doughtie and Dr. Gerberding were elected to the Board, effective February 3, 2025. Both directors were recommended by a third-party search firm. Shareholders may make a recommendation for a director candidate by submitting the candidate’s name, resume and biographical information and qualifications to the attention of the Corporate Secretary’s Office by email at corpsecretary@mckesson.com. Recommendations received by the Corporate Secretary may be presented to the Governance and Sustainability Committee for its consideration in the determination of the Corporate Secretary. The Governance and Sustainability Committee will consider director candidates who meet the criteria described below. In order for a shareholder to make a nomination of a director candidate for election at an upcoming meeting of shareholders, such shareholder’s nomination must comply with the requirements set forth in the Company’s By-Laws. In evaluating candidates for the Board, the Governance and Sustainability Committee reviews each candidate’s independence, skills, experience and expertise against the criteria adopted by the Board. Members of the Board should have the highest professional and personal ethics, integrity and values, and represent a range of perspectives and experiences consistent with the Company’s requirements. They should have broad experience at the policy-making level in business, technology, healthcare or public interest, or have achieved prominence in a relevant field. The Governance and Sustainability Committee will consider whether the candidate’s background and experience demonstrate the ability to make the kind of important and sensitive judgments that the Board is called upon to make, and whether the nominee’s skills are complementary to the existing Board members’ skills. In addition, Board members must be willing to consider different perspectives and able to devote sufficient time and energy to the performance of their duties as a director. Other Board Memberships As part of its Corporate Governance Guidelines, the Board has adopted a policy on the number of other public company boards on which its directors may serve. This policy guides the Board's annual review of outside director commitments to ensure that each McKesson director is able to devote the time required to fulfill the increasingly complex role of a public company director. The Company appreciates the experience directors bring from their service on other boards, and the policy provides that directors should not serve on more than four other public company boards in addition to McKesson’s Board. The policy also requires that directors use their best efforts to provide notice to the Chair and the Corporate Secretary prior to accepting a board seat, advisory role or committee assignment on another company board, whether public, private or not-for-profit. Directors also must offer to tender their resignations when they change employment or their major responsibilities. The Governance and Sustainability Committee has reviewed the board commitments of all director nominees and determined that their involvement with other public company boards are in compliance with our Corporate Governance Guidelines.

  74. Director Independence

    | 22 | | 2025 Proxy Statement |

  75. Director Independence

    Director Qualification Considerations The Board does not maintain a formal policy regarding Board diversity. The Governance and Sustainability Committee considers education, experience, skills, perspectives, personal qualities and other attributes when it considers director nominees. Our Governance and Sustainability Committee and the Board believe that a balanced Board fosters a robust and comprehensive deliberation and decision-making process that is essential to the continued effective functioning of the Board and continued success of the Company. Tenure and Retirement Policies Under our Corporate Governance Guidelines, non-employee directors with more than 12 years of service on the McKesson Board must offer to resign from the Board. In addition, non-employee directors who reach the age of 75 by the next annual meeting of shareholders generally are not re-nominated to the Board.

  76. Director Independence

    | | OUR TENURE AND RETIREMENT POLICIES | | | | | | | | | | | 12-Year Term Limit | | or | 75 Retirement Age | |

  77. Director Independence

    | 2025 Proxy Statement | | 23 |

  78. Director Independence

    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:

  79. Director Independence

    | Establish Annual Workplan | | Conduct Annual Review | | Director Self-Assessments | | | | | | | | Report to Board | | Independent Chair Conversations | | Enhancements |

  80. Director Independence

    | 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 |

  81. Director Independence

    | 24 | | 2025 Proxy Statement |

  82. Director Independence

    Corporate Governance We are committed to continually assessing our governance policies and structures to incorporate best practices. We highlight some of our corporate governance practices below.

  83. Director Independence

    | Key Governance Attributes |

  84. Director Independence

    | Independent Chair We have maintained an independent chair structure since 2019. Donald R. Knauss has served as the Independent Chair since April 2022. | | CEO and Senior Management Succession Planning Recognizing that succession planning is a key component of the Company’s continued success, the Board and Compensation and Talent Committee are committed to oversight of CEO and senior management succession planning. | | Committed to Board Refreshment Seven of our 12 director nominees have served on our Board for less than five years. We also have a policy that requires non-employee directors with a tenure of more than 12 years to offer to resign from the Board. | | Significant Strategy and Risk Oversight The Board and its committees devote significant time and effort to understanding and reviewing strategy and enterprise risks. This includes oversight of our Company’s strategy and review of risks related to financial reporting, compensation practices, cybersecurity, technology, AI and distribution of controlled substances, among other risks. The Board has maintained a standing Compliance Committee since 2019. The purpose of the Compliance Committee is to assist the Audit Committee and the Board in oversight of management’s identification and evaluation of our primary legal and regulatory compliance risks, compliance program designed to address these risks, and certain cybersecurity and technology-related risks. | | Reduced Ownership Threshold to Call a Special Meeting to 15% In 2019, the Company reduced the ownership threshold required to call a special meeting of shareholders from 25% to 15%. | | Code of Conduct McKesson’s Code of Conduct describes fundamental principles, policies and procedures that shape our work and help our employees, officers and directors make ethical decisions. Our Code of Conduct is available in multiple languages. Please visit www.mckesson.com/Investors/Corporate-Governance/Code-of-Conduct/ for more information. |

  85. Annual Director Retainer

    | n | $215,000 Annual RSU | n | $120,000 Annual Cash Retainer |

  86. Annual Director Retainer

    | Supplemental Fees for Independent Chair and Committee Chairs •Independent Chair annual premium of $240,000 (50% cash, 50% RSUs) •Annual cash retainer of $20,000 for chairing a standing committee (excluding Audit Committee) •Annual cash retainer of $25,000 for chairing the Audit Committee |

  87. Annual Director Retainer

    Details on the value of the annual cash retainers and RSU awards paid to each non-employee director for FY 2025 are provided below. Non-employee directors are reimbursed for their reasonable expenses incurred while attending Board and committee meetings. Directors who are employees of the Company or its subsidiaries do not receive any compensation for their service on the Board. Cash Compensation Each non-employee director receives an annual cash retainer of $120,000, and the Independent Chair and chairs of the standing committees each receive an additional annual cash retainer. Information on retainers paid in FY 2025 is set forth in the Director Compensation table below. Directors may elect in advance of a calendar year to defer up to 100% of their annual retainer (including any standing committee chair or Board Chair retainer) under the Company’s Deferred Compensation Administration Plan III (DCAP III). The minimum deferral period for any amounts deferred is five years; however, notwithstanding the deferral election, if a director ceases to be a director of the Company for any reason other than disability, retirement or death, the account balance will be paid in a lump sum in the first January or July which is at least six months following and in the year after the director’s separation from service. In the event of disability, retirement or death, the account balance will be paid in accordance with the director’s deferral election. To be eligible for retirement, a director must have served on the Board for at least six consecutive years prior to the director’s separation. A director may elect to have all or part of his or her DCAP III account credited with earnings (or losses) based on the director’s choice of a hypothetical investment in certain funds available under the Company’s 401(k) Retirement Savings Plan (401(k) Plan). To the extent no such hypothetical investment selection is made by the director, interest is credited at a default interest rate equal to 120% of the long-term applicable federal rate published by the Internal Revenue Service (IRS) for December of the immediately preceding calendar year.

  88. Annual Director Retainer

    | 2025 Proxy Statement | | 37 |

  89. Annual Director Retainer

    Equity Compensation Non-employee directors receive an annual grant of RSUs with an approximate grant date fair value of $215,000. The actual number of RSUs granted is determined by dividing $215,000 by the closing price of the Company’s common stock on the grant date (with any fractional unit rounded up to the nearest whole unit); provided, however, that the number of units granted in any annual grant will in no event exceed 5,000, in accordance with the terms of our 2022 Stock Plan. As noted above, the Independent Chair receives an additional annual grant of RSUs with an approximate grant date fair value of $120,000. The RSUs granted to non-employee directors are vested upon grant. If a director meets the director stock ownership guidelines (currently $720,000, which is six times the annual cash retainer), then the director will, on the grant date, receive the shares underlying the RSUs, unless the director elects to defer receipt of the shares. The determination of whether a director meets the director stock ownership guidelines is made as of the last day of the deferral election period preceding the applicable RSU award. If a non-employee director has not met the stock ownership guidelines as of the last day of such deferral election period, then issuance of the shares underlying the RSUs will automatically be deferred until the director’s separation from service. Recipients of RSUs are entitled to dividend equivalents at the same dividend rate applicable to the Company’s common shareholders, which is determined by our Board and currently is $0.71 per share each quarter. Dividend equivalents are not distributed until the shares underlying the RSUs are issued to the director. Dividend equivalents on RSUs granted prior to April 28, 2020 are credited to an account that accrues interest at the default interest rate set forth in DCAP III, which is 120% of the long-term applicable federal rate published by the IRS for December of the immediately preceding calendar year. Interest accrual on dividend equivalents was eliminated for RSU awards granted after April 28, 2020. Director Stock Ownership Requirement Under our Corporate Governance Guidelines, our non-employee directors are expected to own shares or share equivalents of McKesson common stock equal to six times the annual Board retainer within six years of joining the Board. 2025 Director Compensation Table The following table sets forth information on the compensation paid to or earned by each non-employee director for the fiscal year ended March 31, 2025. Mr. Tyler is not included in this table as he is an employee of the Company and, consequently, he does not receive any compensation for his service as a director. The compensation paid to or earned by Mr. Tyler as an officer of the Company is shown in the 2025 Summary Compensation Table. Dr. Dunsire joined the Board on June 3, 2024, and Ms. Doughtie and Dr. Gerberding joined the Board on February 3, 2025. Mses. Mantia and Salka retired from the Board on July 31, 2024.

  90. Annual Director Retainer

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Richard H. Carmona, M.D. | 118,332 | 215,340 | — | 333,672 | | Dominic J. Caruso | 143,332 | 215,340 | — | 358,672 | | Lynne M. Doughtie | 19,000 | 104,841 | — | 123,841 | | W. Roy Dunbar | 118,332 | 215,340 | — | 333,672 | | Deborah Dunsire, M.D. | 98,526 | 247,437 | — | 345,963 | | Julie L. Gerberding, M.D., M.P.H. | 19,000 | 104,841 | — | 123,841 | | James H. Hinton | 118,332 | 215,340 | — | 333,672 | | Donald R. Knauss | 258,332 | 335,659 | — | 593,991 | | Bradley E. Lerman | 138,332 | 215,340 | — | 353,672 | | Linda P. Mantia | 38,333 | — | — | 38,333 | | Maria N. Martinez | 138,332 | 215,340 | — | 353,672 | | Kevin M. Ozan | 133,332 | 215,340 | — | 348,672 | | Susan R. Salka | 43,333 | — | — | 43,333 | | Kathleen Wilson-Thompson | 118,332 | 215,340 | 5,000 | 338,672 |

  91. Annual Director Retainer

    (1)Consists of the director annual cash retainer, committee chair fee and Independent Chair fee, whether paid or deferred. (2)Represents the aggregate grant date fair value of RSUs, computed in accordance with Accounting Standards Codification issued by the Financial Accounting Standards Board, Topic 718, labeled “Compensation — Stock Compensation” (ASC Topic 718) disregarding any estimates of forfeitures related to service-based vesting conditions. Such values do not reflect whether the recipient has actually realized a financial benefit from the award. For information on the assumptions used to calculate the value of the awards, refer to Financial Note 4 of the Company’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as filed with the SEC on May 9, 2025. In connection with their initial elections to the Board in FY 2025, Ms. Doughtie and Drs. Dunsire and Gerberding each were granted a prorated portion of the automatic annual grant of RSUs made to non-employee directors. Dr. Dunsire, who joined the Board on June 3, 2024, received a prorated portion of the 2023 automatic annual grant of RSUs with a value of $32,097 and the full amount of the 2024 annual grant of RSUs with a value of $215,340. (3) For Ms. Wilson-Thompson, represents the amount of matching charitable contributions provided by the McKesson Foundation.

  92. Audit Committee of the Board of Directors

    | Name | Base Salary ($)(1) | MIP Target (Annual Incentive) (% of Salary) | MIP Target (Annual Incentive) ($) | Target Long-Term Incentives | | Total Target Direct Compensation ($) | | | | | | PSUs ($) | RSUs ($) | | | Brian S. Tyler | 1,550,000 | 200% | 3,100,000 | 8,700,417 | 5,800,095 | 19,150,512 | | Britt J. Vitalone | 1,030,000 | 125% | 1,287,500 | 3,000,649 | 2,000,204 | 7,318,353 | | Michele Lau | 724,500 | 100% | 724,500 | 1,800,750 | 1,200,343 | 4,450,093 | | LeAnn B. Smith | 663,000 | 100% | 663,000 | 1,320,471 | 880,510 | 3,526,981 | | Thomas L. Rodgers | 634,200 | 100% | 634,200 | 1,050,864 | 700,431 | 3,019,695 |

  93. Audit Committee of the Board of Directors

    | Key Considerations in Development of Annual and Long-Term Goals | | | | External Factors | Competitive Environment | McKesson’s Objectives | | •Analyst and Shareholder Expectations •Market Outlook •Tax Policy •Public Policy | •Competitor Performance and Plans •Competitive Landscape •Market Growth •Industry Trends | •Historical Performance and Trends •Long Range Planning •Capital Deployment Opportunities •Long Range Corporate Strategy |

  94. Target Setting for Long-Term Plans

    Target Setting for Long-Term Plans The Company’s three-year plan, which is reviewed by the Board annually, considers business strategies that will take longer than 12 months to accomplish and reflects capital deployment, including projected acquisitions, along with other external, public policy and competitive risks, opportunities and challenges. Our FY 2023 – FY 2025 PSU awards were based on three-year Cumulative Adjusted EPS, three-year average ROIC, and TSR performance relative to a comparator group of companies (rTSR). The Compensation and Talent Committee chose Cumulative Adjusted EPS to evaluate performance because it serves as an operational metric – including operating profit growth, tax strategy and capital deployment – that directly correlates to share price performance. Adjusted EPS is also the key metric underpinning our guidance to investors. ROIC encourages leaders to make sound investments that generate strong returns for shareholders. For the portion of PSU awards tied to rTSR performance, payout at target level continues to require above-median performance at the 55th percentile of the rTSR comparator group. In addition, the number of shares earned for the rTSR portion of the award is capped at the target amount if absolute TSR is negative during the three-year performance period. No shares are earned for the rTSR portion of the award if rTSR for the three-year period falls below the 35th percentile of the rTSR comparator group.

  95. Target Setting for Long-Term Plans

    | 2025 Proxy Statement | | 47 |

  96. Target Setting for Long-Term Plans

    Each Compensation Element Serves a Unique Purpose Our executive compensation program seeks to motivate our executive officers and to reward them when they meet and exceed challenging business goals and deliver sustained performance growth. McKesson’s executive compensation program consists of four compensation elements, each of which serves a unique purpose. We provide three direct compensation elements: base salary, annual cash incentive and long-term incentives. The fourth element consists of other compensation and benefits (for example, limited perquisites, severance and change in control benefits). Our incentive plans incorporate metrics that we believe are the key measures of our success and will drive long-term shareholder returns. We focus on Adjusted EPS in our incentive plans because earnings per share is one of the principal measures used by investors to assess financial performance results and to establish a price for the Company’s equity, and it is a central component of our guidance to investors. Adjusted EPS aligns our executives’ interests with the broader set of strategic objectives they are tasked to manage, keeping enterprise value and shareholder interests at the forefront of management decisions on both a short- and long-term basis. Accordingly, given an increase in Adjusted EPS can drive an increase in shareholder value, the Compensation and Talent Committee determined it was important to include Adjusted EPS as a key component of both our annual and long-term incentives. Annual Compensation Annual compensation is delivered in cash with a substantial portion at-risk and contingent on the successful accomplishment of pre-established performance targets.

  97. Management Incentive Plan

    Management Incentive Plan Overview. The Management Incentive Plan (MIP) is our enterprise annual cash incentive plan. MIP awards are conditioned on the achievement of Company financial and operational performance goals. The maximum MIP payout for executive officers is 200% of target. MIP financial and operational metrics and non-financial priority areas are established shortly after the beginning of the fiscal year. Consistent with FY 2024, our executive officers' FY 2025 MIP awards include the Compensation and Talent Committee’s discretionary consideration of the Company’s progress on non-financial priority areas discussed below. Based on a competitive market assessment, the Compensation and Talent Committee determined to adjust Mr. Tyler's MIP opportunity to 200% of his base salary beginning in FY 2025. FY 2025 MIP Performance Metrics. In May 2024, the Compensation and Talent Committee selected Adjusted EPS, Adjusted Operating Profit and Free Cash Flow as the financial metrics for the FY 2025 MIP, the same metrics used for the prior fiscal year, as they are key areas of focus to drive our near-term success and advance our long-term strategy. The committee aligned FY 2025 MIP targets to our Adjusted EPS outlook. For additional information about target setting for MIP, please refer to "Target Setting for Annual Plans" on page 47. The following summarizes our FY 2025 MIP financial performance metrics: •Adjusted EPS (50% of award). Adjusted EPS is an important driver of share price valuation and shareholder expectations. Consistent with prior years, our FY 2025 targets assumed, among other things, capital deployment in the form of share repurchases. The Compensation and Talent Committee applied an Adjusted EPS result of $33.01 for purposes of calculating FY 2025 MIP payouts. A related metric, three-year Cumulative Adjusted EPS, is used as a metric for Performance Stock Units. Adjusted EPS is highly relevant in both short- and long-term contexts, and the Compensation and Talent Committee believes it is useful to measure Adjusted EPS across both periods, with greater economic opportunity in the long-term portion of the program to ensure short-term gains are not sought at the expense of long-term performance. See Appendix A to this proxy statement for a reconciliation of diluted earnings per share from continuing operations as reported under U.S. generally accepted accounting principles (GAAP) to the Adjusted EPS result used for incentive payout purposes. •Adjusted Operating Profit (25% of award). Adjusted Operating Profit (AOP) rewards focus on operational performance and profitability. The Compensation and Talent Committee applied an AOP result of $5,610 million for purposes of calculating the FY 2025 MIP payouts. See Appendix A to this proxy statement for a reconciliation of operating profit as reported under U.S. GAAP to the AOP result used for incentive payout purposes. •Free Cash Flow (25% of award). Free Cash Flow (FCF) provides the basis for our disciplined approach to capital deployment. For purposes of calculating FY 2025 MIP payouts, the Compensation and Talent Committee applied a FCF result of $5,226 million. Cash flow is highly relevant in both short- and long-term contexts, as it measures effective generation and management of cash. See Appendix A to this proxy statement for a reconciliation of operating cash flow as reported under U.S. GAAP to the FCF result used for incentive payout purposes. FY 2025 Non-Financial Priority Areas. Our executive officers’ MIP awards may be adjusted downward based on the Compensation and Talent Committee’s discretionary consideration of the Company’s progress on non-financial priority areas that support our business strategy. As a company, we take a holistic approach to these matters. Our goal is to build long-term value for the Company’s shareholders and strengthen the culture of the Company. We strongly believe this starts at the top, with our executive officers focusing on these key priority areas. In May 2024, considering McKesson’s strategic business objectives and our Company purpose of Advancing Health Outcomes for All®, the Compensation and Talent Committee selected the following objectives for discretionary consideration and potential adjustment (downward only) of FY 2025 MIP payouts for our executive officers, including our NEOs: •Progress towards our Science-based Targets Initiative (SBTi) targets as outlined in our Impact Report; •Advancement of our best talent strategy as measured by our Employee Opinion Survey results and participation in our Employee Resource Groups, which are open to all employees; and

  98. Management Incentive Plan

    | 2025 Proxy Statement | | 49 |

  99. Management Incentive Plan

    •Successful fulfillment of our executive officers’ governance duties to prioritize regulatory excellence, risk management, compliance and ethics. Following a comprehensive review of executive officer performance in the selected non-financial priority areas, the Compensation and Talent Committee determined our executive officers largely met the FY 2025 non-financial objectives; therefore, the committee determined not to make a downward adjustment to the FY 2025 MIP payouts. FY 2025 MIP Payout Formula. Based on these results, our NEO participants received 119% of their FY 2025 MIP target awards. As is the case for all of the Company’s performance-based payout scales, when a result falls between reference points, we use linear interpolation to determine the result. In determining the Company’s performance for purposes of payouts under our incentive plans, the Compensation and Talent Committee has discretion to include or exclude special charges or unusual and infrequent items incurred during the performance period if it determines that such adjustments are appropriate. On a quarterly basis, the committee reviews reconciliations of non-GAAP to GAAP financial results. Results for the three metrics in the MIP are shown below for our NEOs: (1)The FY 2025 MIP non-GAAP financial metrics shown above generally exclude the impact of items that are included in our GAAP financial measures, such as amortization of acquisition-related intangibles, transaction-related expenses and adjustments, LIFO inventory-related adjustments, gains from antitrust legal settlements, restructuring, impairment, and related claims, net litigation recoveries or charges, and other adjustments. See Appendix A to this proxy statement for detailed reconciliations of the GAAP to non-GAAP metrics used for incentive payout purposes. The table below summarizes MIP payouts to our NEOs for FY 2025:

  100. Management Incentive Plan

    | | | | | | | MIP Payout Earned = 119% | | | | | | | | | Name | Eligible Earnings ($)(1)X | MIP Target (%) | = | MIP Target Award ($)X | | Adjusted EPS Result (%) 50% Weight | + | AOP Result (%) 25% Weight | + | FCF Result (%) 25% Weight | | = | FY 2025 MIP Payout ($) | | Brian S. Tyler | 1,541,667 | 200% | | 3,083,334 | | 132% | | 114% | | 100% | | | 3,669,167 | | Britt J. Vitalone | 1,025,000 | 125% | | 1,281,250 | | 132% | | 114% | | 100% | | | 1,524,688 | | Michele Lau | 720,417 | 100% | | 720,417 | | 132% | | 114% | | 100% | | | 857,296 | | LeAnn B. Smith | 658,750 | 100% | | 658,750 | | 132% | | 114% | | 100% | | | 783,913 | | Thomas L. Rodgers | 631,117 | 100% | | 631,117 | | 132% | | 114% | | 100% | | | 751,029 |

  101. Management Incentive Plan

    | 50 | | 2025 Proxy Statement |

  102. Management Incentive Plan

    (1)Eligible earnings refers to regular wages earned by and paid to the NEO during the fiscal year, excluding certain items such as earnings received during a paid leave. Long-Term Incentive Compensation Long-term incentive (LTI) compensation is a critical component of our executive compensation program. It is in our shareholders’ interests that our executives foster a long-term view of the Company’s financial results. Long-term incentives are also an important retention tool that management and the Compensation and Talent Committee use to align the financial interests of executives and other key contributors with sustained shareholder value creation. For FY 2025, the Company’s LTI compensation program for NEOs included two awards: •Performance Stock Units (60% of target LTI value) •Restricted Stock Units (40% of target LTI value)

  103. Performance Stock Unit Program

    Performance Stock Unit Program Overview. The Performance Stock Unit (PSU) program is a long-term equity incentive program with payouts conditioned on achievement against pre-established performance goals. A new three-year performance period begins each fiscal year, and PSU performance goals and the target awards for our executive officers are established shortly after the beginning of the performance period. FY 2023 — FY 2025 PSU Performance Metrics. In May 2022, the Compensation and Talent Committee established three-year Cumulative Adjusted EPS, three-year average Return on Invested Capital (ROIC) and the Company’s Total Shareholder Return (TSR) relative to a comparator group as the performance metrics for FY 2023 — FY 2025 PSU payouts. For additional information about target setting for the PSU program, please refer to "Target Setting for Long-Term Plans" on page 47. The following summarizes our FY 2023 — FY 2025 PSU performance metrics: •Cumulative Adjusted EPS (50% of payout). Cumulative Adjusted EPS was selected as a metric because of the importance of earnings as a driver of share price valuation and shareholder expectations. Consistent with prior performance periods, our Cumulative Adjusted EPS target assumed, among other things, capital deployment in the form of share repurchases. For FY 2023 — FY 2025, the Compensation and Talent Committee applied a Cumulative Adjusted EPS result of $86.35 for purposes of calculating PSU payouts. A related metric, one-year Adjusted EPS, is used as a metric for the Management Incentive Plan. Adjusted EPS is highly relevant in both short- and long-term contexts, and the Compensation and Talent Committee believes it is useful to measure Adjusted EPS across both periods, with greater economic opportunity in the long-term portion of the program to ensure that short-term gains are not sought at the expense of long-term performance. See Appendix A to this proxy statement for a reconciliation of diluted earnings per share from continuing operations as reported under U.S. GAAP to the Adjusted EPS result used for incentive payout purposes. •Average ROIC (25% of payout). Return on Invested Capital (ROIC) measures the Company’s ability to create value by generating a return that is above our weighted average cost of capital. ROIC encourages leaders to make sound investments that generate strong returns for shareholders. Adjusted three-year average ROIC measures, as a percentage, the average of our annual after-tax adjusted operating income divided by invested capital over the three-year performance period. For FY 2023 — FY 2025, the Compensation and Talent Committee applied a three-year average ROIC result of 24.03% for purposes of calculating PSU payouts. •Total Shareholder Return (25% of payout). TSR is calculated as share price appreciation (or reduction) over the performance period, including reinvestment of dividends when paid, divided by the share price at the beginning of the period. The stock price we use at the beginning and at the end of the period is the average closing price of Company common stock over the 30-day period preceding the applicable date. At the end of the performance period, performance is determined by ranking the Company’s TSR against the TSR of the companies in our FY 2023 — FY 2025 relative TSR comparator group described below. Payout at target level continues to require above-median performance at the 55th percentile of the relative TSR comparator group. In addition, for the relative TSR portion of the award, the number of shares earned is capped at the target amount if absolute TSR is negative during the three-year performance period. No shares are earned for the relative TSR portion of the award if McKesson’s TSR for the three-year period falls below the 35th percentile of the relative TSR comparator group. Upon certification of the result, participants receive shares of Company common stock if the performance threshold is met. For FY 2023 — FY 2025, the Company’s TSR was at the 93.33th percentile relative to our relative TSR comparator group over the three-year

  104. Performance Stock Unit Program

    | 2025 Proxy Statement | | 51 |

  105. Performance Stock Unit Program

    period ending March 31, 2025, and the Compensation and Talent Committee applied this result for purposes of calculating PSU payouts. FY 2023 — FY 2025 PSU Payout Formula. Based on these results, our NEO participants received 148% of their FY 2023 — FY 2025 PSU target awards. When a metric’s result falls between reference points, we use linear interpolation to determine the result. Results for the three metrics applicable to PSUs are shown below: The table below summarizes PSU payouts for our NEOs for the FY 2023 — FY 2025 performance period:

  106. Performance Stock Unit Program

    | | | | PSU Payout Earned: 148% | | | | | | | | | Name(1) | FY 2023 — FY 2025 Target PSUs (#)X | | Cumulative Adjusted EPS Result (%) 50% Weight | + | Average ROIC Result (%) 25% Weight | + | Relative TSR Result (%) 25% Weight | | = | FY 2023 — FY 2025 Earned PSUs (#) | | Brian S. Tyler | 22,188 | | 147% | | 96% | | 200% | | | 32,838 | | Britt J. Vitalone | 6,828 | | 147% | | 96% | | 200% | | | 10,105 | | LeAnn B. Smith(2) | 639 | | 147% (67% Weight) | | 96% (33% Weight) | | N/A | | | 831 | | LeAnn B. Smith(3) | 2,061 | | 147% | | 96% | | 200% | | | 3,050 | | Thomas L. Rodgers | 2,476 | | 147% | | 96% | | 200% | | | 3,664 |

  107. Performance Stock Unit Program

    (1)Ms. Lau joined McKesson during FY 2024 and was not granted a FY 2023 — FY 2025 PSU target award. (2)In May 2022, prior to becoming an executive officer, Ms. Smith was awarded 639 PSUs for the FY 2023 — FY 2025 performance period with performance metrics consisting of 67% Cumulative Adjusted EPS and 33% Average ROIC. (3)In February 2023, Ms. Smith was awarded 2,061 PSUs for the FY 2023 — FY 2025 performance period in connection with her promotion to the position of Executive Vice President and Chief Human Resources Officer, which are subject to the performance goals applicable to executive officers, as described above. FY 2023 — FY 2025 Relative TSR Comparator Group. For the FY 2023 — FY 2025 PSU awards, the Compensation and Talent Committee approved a relative TSR comparator group of 15 companies comprised of ten companies in the Compensation Peer Group that are considered most comparable to McKesson based on their talent pool, size and business focus, as well as five companies that are not viewed as competitors for talent, but are in at least two of the following categories: (1) companies with extensive business overlap; (2) companies with similar market exposure; (3) the largest pure play manufacturers representative of the pharmaceutical industry; and/or (4) manufacturers with large generic pharmaceutical market presence.

  108. Performance Stock Unit Program

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  109. Performance Stock Unit Program

    The committee reaffirmed that this comparator group of companies more closely aligns with our core business operations than the Compensation Peer Group listed on page 56, which represents the market for our executive talent. These criteria help ensure that our relative TSR comparator group serves as a diversified representation of companies in McKesson’s supply chain and broader healthcare platforms and acts as an appropriate gauge of overall Company performance.

  110. Performance Stock Unit Program

    | FY 2023 — FY 2025 Relative TSR Comparator Group(1) | | | | Cardinal Health (CAH) | Henry Schein (HSIC) | Sanofi (SNY) | | Cencora (COR) | Johnson & Johnson (JNJ) | Teva Pharmaceutical (TEVA) | | Cigna (CI) | Kroger (KR) | Viatris (VTRS) | | CVS Health (CVS) | Owens & Minor (OMI) | UnitedHealth Group (UNH) | | Elevance Health (ELV) | Pfizer (PFE) | Walgreens Boots Alliance (WBA) |

  111. Performance Stock Unit Program

    (1)The comparator group includes ten companies that are also included in the Compensation Peer Group. FY 2025 — FY 2027 PSU Performance Metrics. PSUs comprise 60% of the target LTI awards granted in FY 2025 and will be earned based on Cumulative Adjusted EPS (50%), three-year average Return on Invested Capital (ROIC) (25%) and TSR relative to a comparator group (25%). The Compensation and Talent Committee believes the combination of Cumulative Adjusted EPS, three-year average ROIC and relative TSR will drive value creation and ensure alignment with shareholders. Consistent with FY 2023 — FY 2025 and FY 2024 — FY 2026 PSU awards, the comparator group for this performance period includes fifteen of our comparable peers and, in addition, healthcare supply chain companies as listed above. The Company must achieve above-median performance (55th percentile) relative to the comparator group to earn a target payout for the relative TSR portion of the award. The payout formula illustrated below applies to our NEOs: We generally do not disclose forward-looking goals for our multi-year incentive programs, because it is competitively sensitive information, and the Company does not provide forward-looking guidance to our shareholders with respect to multi-year periods. Consistent with our past and current practice, we will disclose multi-year performance goals in our regular programs in full after the close of the performance period. FY 2025 — FY 2027 Performance Stock Unit Awards. At its May 2024 meeting, following a review of all direct compensation components and market data derived from our Compensation Peer Group, the Compensation and Talent Committee approved FY 2025 — FY 2027 PSU target awards for our NEOs as follows:

  112. Performance Stock Unit Program

    | Name | FY 2025 — FY 2027 PSUs (#) | FY 2025 — FY 2027 PSU Grant Value ($)(1) | | Brian S. Tyler | 14,805 | 8,700,417 | | Britt J. Vitalone | 5,106 | 3,000,649 | | Michele Lau | 3,064 | 1,800,750 | | LeAnn B. Smith | 2,247 | 1,320,471 | | Thomas L. Rodgers | 1,788 | 1,050,864 |

  113. Performance Stock Unit Program

    (1)A portion of the grant date fair value of PSU awards was determined by an independent third party using a Monte Carlo simulation model because the performance goals applicable to the PSU awards include a combination of operational and market-based (rTSR) criteria.

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  115. Restricted Stock Units

    Restricted Stock Units Overview. Restricted Stock Unit (RSU) awards are time-vested equity grants that generally vest one-third on each of the first three anniversaries of the grant date. RSU awards directly align the interests of executives with those of shareholders by tying long-term incentive compensation value to Company share price performance. The Compensation and Talent Committee determines the proportion of total target long-term incentives that will be awarded as RSUs by considering the balance of cash and equity in our annual and long-term incentive plans, our strategic and operational objectives, our NEOs' responsibilities, a review of similar grants made at companies in our Compensation Peer Group and other factors the committee deems relevant. FY 2025 Restricted Stock Unit Awards. Following a review of all direct compensation components and market data derived from our Compensation Peer Group, the Compensation and Talent Committee granted FY 2025 RSU awards to our NEOs as follows:

  116. Restricted Stock Units

    | Name | FY 2025 RSUs (#) | FY 2025 RSU Grant Value ($)(1) | | Brian S. Tyler | 10,500 | 5,800,095 | | Britt J. Vitalone | 3,621 | 2,000,204 | | Michele Lau | 2,173 | 1,200,343 | | LeAnn B. Smith | 1,594 | 880,510 | | Thomas L. Rodgers | 1,268 | 700,431 |

  117. Restricted Stock Units

    (1)The RSUs awarded in May 2024 were granted at a fair market value of $552.39 per unit. Other Compensation and Benefits The Company provides an array of benefits to all employees. These benefits are comparable to those offered by employers in our industry and geographic footprint, including a competitive suite of health and life insurance and retirement benefits. In providing these benefits, both management and the Compensation and Talent Committee determined that they are appropriate for the attraction and retention of talent. In addition to the discussion of benefits below, the compensation associated with these benefits is described in footnote 2 to the 2025 Summary Compensation Table. The Company offers two voluntary nonqualified, unfunded deferred compensation plans: (1) the Supplemental Retirement Savings Plan (SRSP) and (2) the Deferred Compensation Administration Plan III (DCAP III). The SRSP is offered to all employees, including executive officers, who may be impacted by compensation limits that restrict participation in the McKesson Corporation 401(k) Retirement Savings Plan (401(k) Plan). Participation in DCAP III is offered to all senior-level management and executive-level employees, including our executive officers, and certain additional categories of senior-level professionals who are highly compensated employees. Our employees, including our executive officers, are eligible to participate in the McKesson Foundation’s Matching Gifts Program. Under this program, employee gifts to schools, educational associations or funds and other public charitable organizations are eligible for a foundation match. In addition, under the Board Service Grant Program, our employees, including our executive officers, may apply to the foundation for an annual gift in recognition of their service on the board of directors of such an organization. All of McKesson’s employees in the U.S. and Canada may also request a matching contribution, without limitation, under the McKesson Foundation’s Disaster Relief matching program, which matches contributions made to applicable public charitable organizations. A limited number of other benefits are provided to executive officers, because it is customary to provide such benefits or in the best interest of the Company and its shareholders to do so. We pay for executive health services, including annual physical examinations, for our executive officers. The Company provides security services for our CEO, which the Board has determined are reasonable, necessary and in the best interest of the Company and its shareholders. During FY 2025, we engaged an independent security consultant to conduct a comprehensive study of our security program. Considering the Company’s size, profile, its business activities, as well as safety concerns arising directly as a result of our executive officers' roles at the Company, the independent consultant advised that the security measures currently in place with respect to our executive officers are appropriate. Accordingly, our Executive Officer Security Policy requires our CEO to use the corporate aircraft for both business and personal use. The security services provided to our CEO also include the installation of home security systems and equipment; however, beginning with FY 2021, Mr. Tyler assumed the cost of ongoing home security monitoring. We do not reimburse our NEOs for taxes due on imputed income for items or services provided under the Executive Officer Security Policy. In accordance with SEC disclosure rules, the aggregate incremental cost of these services is reported in the 2025 Summary Compensation Table.

  118. Restricted Stock Units

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  119. Restricted Stock Units

    Compensation Peer Group Peer Selection Process Each year, the Compensation and Talent Committee determines which companies possess sufficiently similar business characteristics or sector fit to be included in the peer group. A key objective of our executive compensation program is to ensure that the total compensation package we provide to our executive officers is competitive with the companies we compete against for executive talent. The Compensation and Talent Committee consults with its independent compensation consultant to develop a compensation peer group of companies to serve as the basis for comparing McKesson’s executive compensation program to the market. The Compensation and Talent Committee uses the guiding principles and questions below as a foundational tool to determine McKesson’s Compensation Peer Group.

  120. Restricted Stock Units

    | Guiding Principles for McKesson Peer Selection | | Consider Industry to identify companies with similar business model or philosophy •Start with direct distribution peers in the healthcare industry •Expand to other healthcare peers that might interact with McKesson in its value supply chain •Extend search to non-healthcare peers with operationally similar business models (i.e., companies that have a manufacturing, distribution, wholesale and/or retail component) Consider Size to ensure companies are similar in scope Consider other Business Characteristics to identify publicly traded companies headquartered in the U.S. |

  121. Restricted Stock Units

    | Questions Addressed in Developing an Effective Peer Group | | | Who are key performance comparators? | •Which companies have the same or similar customers? •Which companies have similar market demands and influences? | | Who are closest competitors for talent? | •Which companies might try to recruit from McKesson? •If McKesson had to replace the executive team, from which companies might it recruit to attract executives with similar capabilities? | | Who are the peers from an external perspective? | •Which companies attract similar shareholders? •Who do key analysts name as peers? •Who do current peers name as peers? |

  122. Restricted Stock Units

    FY 2025 Compensation Peer Group and How We Used the Data As our Company has few direct business competitors, it is difficult to create a peer group based on industry codes, revenues, or market capitalization alone. The Compensation and Talent Committee strives to develop a peer group that best reflects all aspects of McKesson’s complex business. For FY 2025, the committee and its independent compensation consultant used a value supply chain framework to identify companies that may compete with McKesson for executive talent. McKesson’s peers include the following: (1) healthcare companies that may compete or interact with McKesson’s supply chain; (2) non-healthcare companies that are operationally similar to McKesson or other companies in its supply chain; and (3) managed care companies. The committee then considered factors such as revenue and market capitalization to derive an appropriate number of peers within our value supply chain framework. The committee believes our varied selection of peer group companies provides a better understanding of the evolving and competitive marketplace for executive talent.

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  124. Restricted Stock Units

    The Compensation and Talent Committee used data derived from our Compensation Peer Group to inform its decisions about overall compensation, compensation elements, optimum pay mix and the relative competitive landscape of our executive compensation program. The committee used multiple reference points when establishing target compensation levels. The committee did not strive to benchmark any individual compensation component or compensation in the aggregate to be at any specific percentile level relative to the market. Our 21 peer companies below are sorted by revenue and market capitalization. They reflect the Compensation Peer Group utilized by the Compensation and Talent Committee at its May 2024 meeting, when it established FY 2025 target direct compensation for our executive officers. To ensure a robust and balanced Compensation Peer Group, select peers fall outside of our preferred market capitalization range due to the difficulty in finding peers of sufficiently large revenue with similar business characteristics.

  125. FY 2025 COMPENSATION PEER GROUP

    FY 2025 COMPENSATION PEER GROUP (1)Revenues are stated in billions for the most recently completed fiscal year as publicly reported by each company as of March 31, 2025. (2)Market capitalizations are stated in billions as of March 31, 2025, the last trading day of our fiscal year.

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  127. FY 2025 COMPENSATION PEER GROUP

    Independent Review Process The Compensation and Talent Committee sets performance goals, payout scales and target award levels for executive officers. The committee also determines incentive payouts for the prior fiscal year based on actual results against performance goals. While performance goals and payout scales are initially developed by senior management and driven by the Board-approved, one-year operating plan and the rolling three-year strategic plan reviewed with the Board, the committee has the authority to approve, modify or amend management’s performance goals and payout scale recommendations. Performance goals are selected to be consistent with the operating and strategic plans reviewed, challenged and approved by the Board and information routinely communicated to employees or shareholders by management.

  128. FY 2025 COMPENSATION PEER GROUP

    | Setting Targets for the Fiscal Year | Mid-Year Review | Assessing Year-End Results | | •Compensation and Talent Committee’s independent consultant uses data on the Compensation Peer Group derived from independent surveys and disclosures by public companies to inform the committee of competitive pay levels for executive officers. •Our CEO, in consultation with the Compensation and Talent Committee’s independent compensation consultant and our EVP & CHRO, develops compensation recommendations for the other executive officers, for approval by the committee. •Compensation and Talent Committee sets target pay for all executive officers, including our CEO. | •Compensation and Talent Committee examines the design and purpose of all executive compensation pay elements. •Compensation and Talent Committee reviews and considers feedback from shareholders and proxy advisory firms regarding executive compensation program and policies. •Compensation and Talent Committee reviews compliance with Stock Ownership Policy. •Management updates the Compensation and Talent Committee on performance against incentive plan pre-established targets. •Compensation and Talent Committee reflects on market trends and emerging practices in executive compensation and their potential application at McKesson. | •Compensation and Talent Committee reviews current compensation and estimated separation and change in control benefits. •CEO presents an assessment of his individual performance results to the Board and discusses his goals for the new fiscal year. •Compensation and Talent Committee considers, among other things, progress on non-financial priority areas, including regulatory, compliance, best talent and environmental objectives, in making executive compensation determinations. •Board conducts our CEO’s performance review, discusses his performance in executive session and approves his goals for the new fiscal year. •Compensation and Talent Committee determines our CEO’s incentive compensation payouts in executive session with input from its independent compensation consultant. |

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  130. FY 2025 COMPENSATION PEER GROUP

    Role of Independent Compensation Consultant Pursuant to its charter, the Compensation and Talent Committee may retain and terminate the services of any consultant or other advisor, as well as approve the advisor’s fees and other engagement terms. Each year, the committee evaluates the qualifications, performance and independence of its independent compensation consultant. To ensure it receives independent and unbiased advice and analysis, the committee adopted a formal independence policy pursuant to which its compensation consultant’s independence is certified annually. During FY 2025, the Compensation and Talent Committee agreed to continue its engagement of Korn Ferry as its independent compensation consultant. As discussed throughout this proxy statement, the committee's independent compensation consultant advises on compensation matters concerning our executive officers. Representatives from Korn Ferry attended all Compensation and Talent Committee meetings during FY 2025 and communicated directly with committee members. The fees incurred for FY 2025 services provided by Korn Ferry to the Compensation and Talent Committee totaled $335,000. Role of Management Our CEO provides the Compensation and Talent Committee with pay recommendations for executive officers other than himself. The Compensation and Talent Committee, with input from the committee’s independent compensation consultant, determines our CEO’s compensation in executive session. Our Executive Vice President and Chief Human Resources Officer attends committee meetings to provide perspective and expertise relevant to the agenda. Management supports the committee’s activities by providing analyses and recommendations as requested. Management also reports to the committee on a regular basis regarding feedback received in the course of year-round shareholder engagement. Information on Other Compensation-Related Topics Severance and Change in Control Benefits Our Severance Policy for Executive Employees (Executive Severance Policy) affords benefits to selected management employees, including our executive officers. We provide severance benefits to give executives a measure of financial security following the loss of employment, and to protect the Company from competitive activities after their departure. We believe these benefits are important to attract and retain executives in a highly competitive industry. This policy applies if an executive officer is terminated by the Company for reasons other than for cause and the termination is not covered by the Company’s Change in Control Policy for Selected Executive Employees (CIC Policy). Award agreements under our 2022 Stock Plan and 2013 Stock Plan include change in control provisions which provide for “double-trigger” vesting upon an involuntary or constructive termination of employment following a change in control. Our CIC Policy provides for cash severance benefits to selected management employees in the event of an involuntary or constructive termination of employment occurring in connection with a change in control. We believe our CIC Policy is in our shareholders’ best interest, so that senior management can remain focused on important business decisions and not on how a potential transaction may affect them personally. The CIC Policy is administered by the Compensation and Talent Committee and benefits are consistent with current market practice. More detailed descriptions of the Executive Severance Policy and the CIC Policy are provided below at “Severance and Change in Control Policies" on page 69.

  131. FY 2025 COMPENSATION PEER GROUP

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  132. FY 2025 COMPENSATION PEER GROUP

    Stock Ownership Policy The Company maintains robust guidelines for stock ownership by executive officers. Our CEO’s ownership requirement is six times base salary, and the ownership requirement for each of the Company’s other executive officers is three times their respective base salaries. Shares subject to stock options and PSU target awards do not count toward ownership under the policy. The Company reserves the right to restrict sales of the underlying shares of vesting equity awards if executives fail to meet the ownership requirements specified in the policy. Additionally, executives are required to hold 75% of the net after-tax shares issued upon the vesting or exercise of an award until the policy’s requirements are met. Once the requirement is met, executives must maintain that level of ownership or again be subject to the 75% holding requirement. Members of our Board are also subject to stock ownership guidelines, which are summarized above at “Director Compensation – Equity Compensation.” The Compensation and Talent Committee reviews executive officer compliance with our Stock Ownership Policy each year. As of March 31, 2025, all NEOs satisfied their stock ownership requirement.

  133. FY 2025 COMPENSATION PEER GROUP

    | Name | Stock Ownership Policy | | | | | | | Target Ownership | | Actual Ownership | | | | | Multiple of Base Salary | Multiple Expressed in Dollars | Multiple of Base Salary(1) | Value of Shares Held by Executives in Dollars(2) | | | Brian S. Tyler | 6 | 9,300,000 | 29.5 | | 45,686,510 | | Britt J. Vitalone | 3 | 3,090,000 | 14.9 | | 15,326,211 | | Michele Lau | 3 | 2,173,500 | 9.9 | | 7,150,809 | | LeAnn B. Smith | 3 | 1,989,000 | 5.0 | | 3,336,011 | | Thomas L. Rodgers | 3 | 1,902,600 | 5.9 | | 3,760,668 |

  134. FY 2025 COMPENSATION PEER GROUP

    (1)NEO ownership is stated as of March 31, 2025, using FY 2025 salary levels. The ownership requirement may be met through any combination of the following: •Direct stock holdings of the Company’s common stock, including shares held in a living trust, a family partnership or corporation controlled by the officer, unless the officer expressly disclaims beneficial ownership of such shares; •Shares of the Company’s common stock held in the 401(k) Plan; •Shares of the Company’s common stock underlying outstanding restricted stock and restricted stock unit awards; and/or •Shares of the Company’s common stock underlying restricted stock units that are vested and deferred under a Company-sponsored deferral program. (2)Based on the $672.99 closing price of the Company’s common stock as reported by the NYSE on March 31, 2025. Anti-Hedging and Pledging Policies and Practices The Company’s framework of insider trading policies and procedures prohibits all directors and executive officers from engaging in any hedging transaction with respect to Company securities. These individuals are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. Pledges of Company securities arising from certain types of hedging transactions are also prohibited. See page 26 for more detailed information. Equity Grant Policy and Procedures Under the Company’s written equity grant policy, the grant date of equity awards is generally the date on which the Board or the Compensation and Talent Committee approves the award by meeting or unanimous written consent or a later date designated in such approval. In the case that an equity award is approved when the Company’s directors or employees may be in possession of material non-public information, the grant date of the equity award is deferred until the earlier of (1) the completion of one NYSE core trading session after the Company publicly discloses its quarterly earnings, or (2) the passage of 24 hours after the Company has publicly disclosed its quarterly earnings. The Company’s annual equity grants generally occur at the end of May each year, close in time to our public announcement of financial results for the prior completed fiscal year and publication of our forward estimate of earnings for the current fiscal year.

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  136. FY 2025 COMPENSATION PEER GROUP

    The annual PSU program has a three-year performance period and the shares that are earned are not subject to any further vesting conditions. RSU awards generally vest over three years. For the time being, the Company has discontinued the grant of stock options. Recoupment Policies The Board is dedicated to maintaining and enhancing a culture focused on integrity and accountability that discourages conduct detrimental to the Company’s sustainable growth. The Company maintains two recoupment policies described below. Compensation Recoupment Policy. Our Compensation Recoupment Policy is incorporated by reference into all of our incentive plans, including those plans in which our NEOs participate. The policy applies to any employee who receives a cash or equity award. The Company may recover or “claw back” incentive compensation if an employee: •Engages in misconduct pertaining to a financial reporting requirement under the federal securities laws that in turn would require the Company to file a restatement of its audited financial statements with the SEC to correct an error; •Receives incentive compensation based on an inaccurate financial or operating measure that when corrected causes significant harm to the Company; •Engages in any fraud, theft, misappropriation, embezzlement or dishonesty to the detriment of the Company’s financial results as filed with the SEC; or •Engages in conduct which is not in good faith and which disrupts, damages, impairs or interferes with the business, reputation or employees of McKesson or any of its subsidiaries or affiliates. The committee may recover incentive compensation after consideration of factors it deems appropriate, such as, for example, the passage of time since the occurrence of the act and any pending or threatened legal proceeding relating to the employee’s conduct. In the event that incentive compensation is recovered from current or former Section 16 officers pursuant to the Financial Restatement Recoupment Policy described below, the Company has the discretion to recover erroneously awarded incentive compensation from other non-officer employees who are not subject to the Financial Restatement Recoupment Policy. If triggered, then to the fullest extent permitted by law, the Company may require the employee to reimburse the Company for all or a portion of any incentive compensation received in cash within the last 12 months, and remit to the Company any compensation received from the vesting or exercise of equity-based awards occurring within the last 12 months. The Company will publicly disclose the results of any deliberations about whether to recoup compensation from an executive officer unless, in individual cases and consistent with any legally mandated disclosure requirements, the Board or the Compensation and Talent Committee concludes that legal or privacy concerns would prevent such disclosure. Financial Restatement Recoupment Policy. This policy is intended to comply with the requirements of Section 10D of the Securities Exchange Act and the rules of the NYSE under which the Company must recover certain excess incentive-based compensation paid to Section 16 officers in the event of a restatement of our financial statements due to our material noncompliance with any financial reporting required under U.S. federal securities laws. Recovery under the Financial Restatement Policy is mandatory, and no misconduct is required. A copy of our Financial Statement Recoupment Policy is filed as Exhibit 97 to our Annual Report on Form 10-K, as filed with the SEC on May 8, 2024.

  137. FY 2025 COMPENSATION PEER GROUP

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  138. FY 2025 COMPENSATION PEER GROUP

    Compensation and Talent Committee Report on Executive Compensation We have reviewed and discussed with management the Compensation Discussion and Analysis. Based on such review and discussions, the Compensation and Talent Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference to McKesson Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

  139. Compensation and Talent Committee of the Board of Directors

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Brian S. Tyler Chief Executive Officer | 2025 | 1,541,667 | -0- | 14,500,512 | 3,669,167 | 450,368 | 20,161,714 | | | 2024 | 1,490,000 | -0- | 13,500,408 | 3,142,410 | 864,725 | 18,997,543 | | | 2023 | 1,433,333 | -0- | 13,000,596 | 5,016,667 | 770,729 | 20,221,325 | | Britt J. Vitalone Executive Vice President and Chief Financial Officer | 2025 | 1,025,000 | -0- | 5,000,853 | 1,524,688 | 131,640 | 7,682,181 | | | 2024 | 937,500 | -0- | 4,350,396 | 1,335,938 | 158,827 | 6,782,661 | | | 2023 | 870,834 | -0- | 4,000,708 | 2,002,917 | 163,254 | 7,037,713 | | Michele Lau Executive Vice President and Chief Legal Officer | 2025 | 720,417 | -0- | 3,001,093 | 857,296 | 647,899 | 5,226,705 | | | 2024 | 175,000 | 1,500,000 | 6,851,529 | 199,500 | 80,225 | 8,806,254 | | LeAnn B. Smith Executive Vice President and Chief Human Resources Officer | 2025 | 658,750 | -0- | 2,200,981 | 783,913 | 74,255 | 3,717,899 | | | 2024 | 635,418 | 100,000 | 2,000,379 | 724,377 | 80,941 | 3,541,115 | | | 2023 | 515,083 | 100,000 | 2,050,834 | 676,177 | 33,435 | 3,375,529 | | Thomas L. Rodgers Executive Vice President and Chief Strategy and Business Development Officer | 2025 | 631,117 | -0- | 1,751,295 | 751,029 | 79,866 | 3,213,307 | | | 2024 | 611,750 | -0- | 1,750,716 | 697,395 | 119,115 | 3,178,976 | | | 2023 | 589,167 | -0- | 1,450,503 | 1,178,334 | 82,201 | 3,300,205 |

  140. Compensation and Talent Committee of the Board of Directors

    | Name | 401(k) Plan Match ($)(a) | Nonqualified Deferred Compensation Plan Match ($)(b) | Financial Counseling ($)(c) | Executive Officer Security ($)(d) | Relocation ($)(e) | Other Perquisites ($)(f) | Total All Other Compensation ($) | | Brian S. Tyler | 13,800 | 173,563 | 20,092 | 231,525 | 1,356 | 10,032 | 450,368 | | Britt J. Vitalone | 13,800 | 80,638 | 18,930 | 14,294 | -0- | 3,978 | 131,640 | | Michele Lau | -0- | 22,997 | 18,933 | -0- | 592,414 | 13,555 | 647,899 | | LeAnn B. Smith | 13,800 | 41,525 | 18,930 | -0- | -0- | -0- | 74,255 | | Thomas L. Rodgers | 13,800 | 39,341 | 19,225 | -0- | -0- | 7,500 | 79,866 |

  141. Compensation and Talent Committee of the Board of Directors

    (a)Matching Contributions to 401(k) Plan: These are amounts contributed by the Company to each NEO's account under our 401(k) plan. (b)Matching Contributions to Nonqualified Deferred Compensation Plans: As described below in the narrative following the 2025 Nonqualified Deferred Compensation Table, the SRSP provides for matching contributions. Matching contributions credited by the Company to each NEO’s SRSP account were as follows: Mr. Tyler, $173,563; Mr. Vitalone, $80,638; Ms. Lau, $22,997; Ms. Smith, $41,525; Mr. Rodgers, $39,341.

  142. Compensation and Talent Committee of the Board of Directors

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  143. Compensation and Talent Committee of the Board of Directors

    (c)Financial Counseling Services: These amounts represent the cost of financial counseling services provided to each NEO. (d)Executive Officer Security Policy: Company Aircraft: Mr. Tyler is required under our security policy to use Company aircraft for security, productivity and privacy reasons. The aggregate incremental cost of personal use of Company-provided aircraft for Mr. Tyler in FY 2025 was $196,082. In accordance with our security policy, Mr. Tyler approved Mr. Vitalone’s personal use of the Company’s aircraft. The aggregate incremental cost of personal use of Company-provided aircraft for Mr. Vitalone in FY 2025 was $13,413. To calculate this cost, the Company determines the total variable annual operating cost for each aircraft, such as fuel, trip-related maintenance, landing and parking fees, crew expenses, supplies and catering. The total variable operating cost is then averaged for all flight hours flown and multiplied by the total number of personal flight hours for each NEO. Fixed annual costs that do not change based on usage, such as pilots’ salaries, home hangar expenses, general taxes, routine maintenance and insurance, are excluded from the incremental cost calculation. If an aircraft flies empty before picking up or after dropping off a passenger flying for personal reasons, and the empty flight is not related to any other business-related travel, this “deadhead” segment is included in the incremental cost calculation for determining personal use. Subject to availability and space, occasionally personal guests may accompany our named executive officers on business or personal travel, but, in these instances, there was no incremental cost to the Company. Vehicle Transport: Due to Mr. Tyler’s and Mr. Vitalone's risk profiles, a vetted transportation service is made available for ground transportation requirements, which may include limited personal trips that are logged separately for mileage and time. The aggregate incremental cost of personal use of Company-provided ground transportation for Mr. Tyler and Mr. Vitalone in FY 2025 was $12,210 and $881, respectively. The Company determines the amount associated with personal use of a Company vehicle by calculating the incremental cost to the Company based on the annual lease value of the car and fuel utilization. For tax purposes, the cost of the personal use is imputed as income and no gross-up payment for these taxes is made by the Company. Home Security: The Company paid $23,233 in FY 2025 for the installation of home security devices for Mr. Tyler, based on an evaluation performed by an independent security consultant. For a complete description of Mr. Tyler’s security benefit, please refer to the section entitled “Other Compensation and Benefits” on page 54. The Company does not reimburse our NEOs for taxes due on imputed income for items or services provided under the Executive Officer Security Policy. (e)Relocation: For Mr. Tyler, includes $1,356 for income tax gross-ups paid during FY 2025 in relation to his prior international assignment. For Ms. Lau, includes $452,689 for the value of relocation expenses paid by the Company to her or on her behalf, and $139,725 for income tax gross-ups pursuant to the Company’s relocation policy. These relocation benefits are consistent with the benefits provided to all employees who relocate in connection with their employment with the Company. (f)Other Perquisites: Annual Physical Examinations: For Mr. Tyler, Mr. Vitalone, Ms. Lau, and Mr. Rodgers includes $5,032, $3,978, $6,055, and $500 respectively, in Company-paid expenses related to annual physical examinations. McKesson Foundation Company Matching Contributions: For Ms. Lau and Mr. Rodgers, includes $5,000 and $7,000, respectively, in matching contributions made by the McKesson Foundation to charitable organizations. For Mr. Tyler and Ms. Lau, includes $5,000 and $2,500, respectively, donated by the McKesson Foundation to charitable organizations in respect of their service as directors of these organizations.

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  145. Compensation and Talent Committee of the Board of Directors

    2025 Grants of Plan-Based Awards Table The table below provides information on plan-based awards granted to our NEOs during the fiscal year ended March 31, 2025:

  146. Compensation and Talent Committee of the Board of Directors

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($)(3) | Target ($) | Maximum ($) | Threshold (#)(4) | Target (#) | Maximum (#) | | | | Brian S. Tyler | RSU | 5/23/2024 | | | | | | | 10,500 | 5,800,095 | | | PSU | 5/23/2024 | | | | 7,403 | 14,805 | 29,610 | | 8,700,417 | | | MIP | | 1,541,667 | 3,083,334 | 6,166,668 | | | | | | | Britt J. Vitalone | RSU | 5/23/2024 | | | | | | | 3,621 | 2,000,204 | | | PSU | 5/23/2024 | | | | 2,553 | 5,106 | 10,212 | | 3,000,649 | | | MIP | | 640,625 | 1,281,250 | 2,562,500 | | | | | | | Michele Lau | RSU | 5/23/2024 | | | | | | | 2,173 | 1,200,343 | | | PSU | 5/23/2024 | | | | 1,532 | 3,064 | 6,128 | | 1,800,750 | | | MIP | | 360,209 | 720,417 | 1,440,834 | | | | | | | LeAnn B. Smith | RSU | 5/23/2024 | | | | | | | 1,594 | 880,510 | | | PSU | 5/23/2024 | | | | 1,124 | 2,247 | 4,494 | | 1,320,471 | | | MIP | | 329,375 | 658,750 | 1,317,500 | | | | | | | Thomas L. Rodgers | RSU | 5/23/2024 | | | | | | | 1,268 | 700,431 | | | PSU | 5/23/2024 | | | | 894 | 1,788 | 3,576 | | 1,050,864 | | | MIP | | 315,559 | 631,117 | 1,262,234 | | | | | |

  147. Compensation and Talent Committee of the Board of Directors

    (1)Amounts shown represent the range of possible cash payouts under the MIP for the FY 2025 performance period. Amounts actually earned under the FY 2025 MIP are included in the 2025 Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” Information regarding the operation of the MIP is provided above in the section titled “Each Compensation Element Serves a Unique Purpose.” (2)Amounts shown for PSUs represent the range of possible payouts for the FY 2025 — FY 2027 performance period that the Compensation and Talent Committee established at its May 2024 meeting with respect to annual PSU awards. Payout decisions for these PSU awards will be made in May 2027. (3)Amounts shown for MIP represent 50% of the target payout for FY 2025, which is the threshold award payout. (4)Amounts shown for the annual PSUs represent 50% of the target payout for the FY 2025 — FY 2027 performance period, which is the threshold award payout. (5)Amounts shown reflect the aggregate grant date fair values of RSU and PSU awards computed in accordance with ASC Topic 718, and do not reflect actual realized values. A portion of the grant date fair value of PSU awards was determined by an independent third party using a Monte Carlo simulation model because the performance goals applicable to the PSU awards include a combination of operational and market-based (rTSR) criteria.

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  149. Compensation and Talent Committee of the Board of Directors

    2025 Outstanding Equity Awards Table The table below provides information on option awards and stock awards held by our NEOs as of March 31, 2025:

  150. Compensation and Talent Committee of the Board of Directors

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Brian S. Tyler | 24,930 | 16,777,641 | 100,616 | 67,713,562 | | Britt J. Vitalone | 8,195 | 5,515,153 | 32,617 | 21,950,915 | | Michele Lau | 7,679 | 5,167,890 | 12,230 | 8,230,668 | | LeAnn B. Smith | 3,906 | 2,628,699 | 14,031 | 9,442,723 | | Thomas L. Rodgers | 3,044 | 2,048,582 | 12,190 | 8,203,748 |

  151. Compensation and Talent Committee of the Board of Directors

    (1)Stock awards vest as follows: For Mr. Tyler, 3,500 shares on May 21, 2025; 4,579 shares on May 23, 2025; 5,272 shares on May 24, 2025; 3,500 shares on May 21, 2026; 4,579 shares on May 23, 2026; and 3,500 shares on May 21, 2027. For Mr. Vitalone, 1,207 shares on May 21, 2025; 1,475 shares on May 23, 2025; 1,623 shares on May 24, 2025; 1,207 shares on May 21, 2026; 1,476 shares on May 23, 2026; and 1,207 shares on May 21, 2027. For Ms. Lau, 724 shares on May 21, 2025; 4,748 shares on February 9, 2026; 724 shares on May 21, 2026; 758 shares on February 9, 2027; and 725 shares on May 21, 2027. For Ms. Smith, 531 shares on May 21, 2025; 678 shares on May 23, 2025; 447 shares on May 24, 2025; 508 shares on February 10, 2026; 531 shares on May 21, 2026; 679 shares on May 23, 2026; and 532 shares on May 21, 2027. For Mr. Rodgers, 422 shares on May 21, 2025; 594 shares on May 23, 2025; 588 shares on May 24, 2025; 423 shares on May 21, 2026; 594 shares on May 23, 2026; and 423 shares on May 21, 2027. (2)Based on the $672.99 closing price of the Company’s common stock as reported by the NYSE on March 31, 2025, the last trading day of our fiscal year. (3)SEC rules require us to disclose the threshold payout amounts for PSU awards outstanding as of the end of the fiscal year, except that if performance during the last completed fiscal year has exceeded threshold performance, the disclosure is based on the next higher performance measure. Outstanding PSUs actually earned, if any, will pay out in May 2025, May 2026 and May 2027. The following amounts reflect actual payout values with respect to FY 2023 — FY 2025 PSU awards, which exceeded target performance levels, and maximum payouts for FY 2024 — FY 2026 PSUs and FY 2025 — FY 2027 PSUs granted to our NEOs: Completion of the three-year PSU performance period ending March 31, 2025 — Mr. Tyler, 32,838 shares; Mr. Vitalone, 10,105 shares; Ms. Lau, 0 shares; Ms. Smith, 3,881 shares; and Mr. Rodgers, 3,664 shares. Completion of the three-year PSU performance period ending March 31, 2026 — Mr. Tyler, 38,168 shares; Mr. Vitalone, 12,300 shares; Ms. Lau, 6,102 shares; Ms. Smith, 5,656 shares; and Mr. Rodgers, 4,950 shares. Completion of the three-year PSU performance period ending March 31, 2027 — Mr. Tyler, 29,610 shares; Mr. Vitalone, 10,212 shares; Ms. Lau, 6,128 shares; Ms. Smith, 4,494 shares; and Mr. Rodgers, 3,576 shares.

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  153. Compensation and Talent Committee of the Board of Directors

    2025 Stock Vested Table The table below provides information on stock awards vested with respect to our NEOs during the fiscal year ended March 31, 2025:

  154. Compensation and Talent Committee of the Board of Directors

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brian S. Tyler | 90,209 | 49,969,835 | | Britt J. Vitalone | 26,058 | 14,435,883 | | Michele Lau | 4,747 | 2,827,740 | | LeAnn B. Smith | 3,843 | 2,158,092 | | Thomas L. Rodgers | 9,712 | 5,380,441 |

  155. Compensation and Talent Committee of the Board of Directors

    (1)Amounts shown represents the aggregate fair market values of the Company’s common stock realized upon the vesting of RSUs. In addition to the amount realized upon vesting of RSUs, each NEO received cash payments of dividend equivalents as follows — Mr. Tyler, $87,323; Mr. Vitalone, $25,871; Ms. Lau, $12,627; Ms. Smith, $7,558; and Mr. Rodgers, $9,657.

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  157. Compensation and Talent Committee of the Board of Directors

    2025 Nonqualified Deferred Compensation Table The table below provides information on the contributions, earnings and account balances for our NEOs participating in a Company-sponsored nonqualified deferred compensation program. The nonqualified deferred compensation plans referenced in the table below are described in the narrative immediately following the table.

  158. Compensation and Talent Committee of the Board of Directors

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last Fiscal Year-End ($) | | Brian S. Tyler | | | | | | | SRSP Plans | 216,954 | 173,563 | 250,960 | -0- | 4,325,016 | | DCAP Plans | -0- | -0- | 264,728 | -0- | 4,879,956 | | Dividend Equivalents | -0- | 71,077 | -0- | 87,323 | 96,508 | | Britt J. Vitalone | | | | | | | SRSP Plans | 100,797 | 80,638 | 47,927 | -0- | 897,230 | | DCAP Plans | -0- | -0- | 7,462 | -0- | 129,481 | | Dividend Equivalents | -0- | 22,950 | -0- | 25,871 | 31,087 | | Michele Lau | | | | | | | SRSP Plans | 28,746 | 22,997 | (18) | -0- | 51,725 | | DCAP Plans | -0- | -0- | -0- | -0- | -0- | | Dividend Equivalents | -0- | 31,706 | -0- | 12,627 | 19,079 | | LeAnn B. Smith | | | | | | | SRSP Plans | 51,906 | 41,525 | 9,231 | -0- | 216,092 | | DCAP Plans | -0- | -0- | -0- | -0- | -0- | | Dividend Equivalents | -0- | 11,585 | -0- | 7,558 | 14,726 | | Thomas L. Rodgers | | | | | | | SRSP Plans | 49,176 | 39,341 | 43,926 | -0- | 732,359 | | DCAP Plans | -0- | -0- | -0- | -0- | -0- | | Dividend Equivalents | -0- | 8,592 | -0- | 9,657 | 11,701 |

  159. Compensation and Talent Committee of the Board of Directors

    (1)Amounts shown reflect deferrals into SRSP and/or DCAP III accounts. These amounts are reported as compensation in the 2025 Summary Compensation Table shown above. (2)Amounts shown represent Company contributions to SRSP and/or DCAP III accounts, as well as dividend equivalents on unvested RSUs. All recipients of RSUs, including our NEOs, receive dividend equivalents at the same dividend rate received by the Company’s common stock investors, which is currently $0.71 per share per quarter. (3)Amounts shown include earnings (or losses) on compensation deferred into the current SRSP and DCAP III plans and their respective predecessor plans. (4)Amounts shown represent dividend equivalents that were distributed in cash upon vesting of the related RSUs.

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  161. Compensation and Talent Committee of the Board of Directors

    Supplemental Retirement Savings Plan The SRSP was originally adopted by the Board on January 1, 2005 and is the successor plan to the Supplemental Profit-Sharing Investment Plan (SPSIP), which was frozen effective December 31, 2004. The SRSP includes deferral and distribution provisions intended to comply with IRC Section 409A. The SRSP was most recently amended effective July 30, 2019. U.S. employees, including NEOs, may elect to participate in the SRSP. Participants may elect to defer, in whole percentages, from 1.0% to 5.0% of covered compensation in excess of the IRC Section 401(a)(17) limit (currently, $345,000 per year). “Covered compensation” under this plan includes base salary and MIP payouts. An election to participate in the SRSP remains in effect until the participant informs the plan administrator that he or she wishes to cease participation. In that case, the election to cease participation becomes effective at the beginning of the next calendar year. At an employee contribution level of 5.0%, the Company contributes an additional 4.0% of the participant’s eligible pay as a matching contribution, consistent with the terms of our 401(k) Plan (Company Match). Participants are 100% vested in both the Company Match and their own contributions in the SRSP. Participants in the SRSP and SPSIP make a distribution election at the time they elect to enroll in the plan. Upon separation from service, distributions may be made in either a lump sum or in installments. If the separation from service is not due to retirement, disability or death, the entire account balance is distributed as a lump sum at a time such payment would comply with IRC Section 409A. Distributions under the SRSP and the SPSIP are subject to ordinary income taxes. Accounts in the SRSP are credited with earnings (or losses) based on the employee’s choice of hypothetical investments in certain of the funds offered under our 401(k) Plan. In the event no such hypothetical investment choice is made, interest is credited to the participant’s account at a default interest rate, which is 120% of the long-term applicable federal rate published by the IRS for December of the immediately preceding calendar year. Unlike tax-qualified retirement accounts, assets for the payment of benefits under the SRSP and SPSIP are not held in trust. Distributions under these plans are paid from the Company’s general corporate funds. Participants and their beneficiaries are unsecured general creditors of the Company with no special or prior right to any Company assets for payment of any obligation under the plans.

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  163. Compensation and Talent Committee of the Board of Directors

    Deferred Compensation Administration Plan III The DCAP III was adopted by the Board on January 1, 2005 and is the successor plan to the Deferred Compensation Administration Plan II, which was frozen effective December 31, 2004. The DCAP III includes deferral and distribution provisions intended to comply with IRC Section 409A. The DCAP III was most recently amended effective July 30, 2019. Participation in DCAP III is offered to all senior-level management and executive-level employees, including our NEOs, and certain additional categories of senior-level professionals who are highly compensated employees. Participants may elect to defer into the DCAP III up to 75% of their annual base salary and up to 90% of their annual MIP payout. Unlike the SRSP, an employee’s election to participate in the DCAP III is in effect for only one calendar year. Amounts deferred under the DCAP III are credited to a book account, and credited with earnings (or losses) based on the employee’s choice of hypothetical investments in certain of the funds offered under the 401(k) Plan. In the event no such hypothetical investment choice is made, interest is credited to the participant’s account at a default interest rate, which is 120% of the long-term applicable federal rate published by the IRS for December of the immediately preceding calendar year (DCAP Rate). Participants in the DCAP III make a distribution election at the time they elect to defer compensation. Distributions may be made at one or more specified dates in the future or upon separation from service in either a lump sum or in installments. If the separation from service is not due to retirement, disability or death, the entire account balance is distributed as a lump sum at a time such payment would comply with IRC Section 409A. Distributions under the DCAP plans are subject to ordinary income taxes. Earnings that are deferred into the DCAP III are not considered “covered compensation” for 401(k) Plan or SRSP purposes, as defined by those plans. No 401(k) Plan or SRSP employee deductions are taken from compensation deferred into the DCAP III. To keep the DCAP III participants whole with respect to their Company Match, an amount is credited to a participant’s DCAP III account equal to 4% of the amount deferred. As with the SRSP and the SPSIP, assets for the payment of benefits under the DCAP plans are not held in trust. Distributions are paid from the Company’s general corporate funds. Participants and their beneficiaries are unsecured general creditors of the Company with no special or prior right to any Company assets for payment of any obligation under the plans. Severance and Change in Control Policies Executive Severance Policy The Severance Policy for Executive Employees, as amended and restated April 26, 2022 (Executive Severance Policy), applies in the event an executive officer is terminated by the Company for reasons other than for “Cause” and the termination is not covered by the Company’s CIC Policy, which is described below. Cause has the definition set forth in the Executive Severance Policy, which was included as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the SEC on May 9, 2022. The benefit payable to participants under the Executive Severance Policy is a minimum of 12 months’ base salary, plus one month’s base salary per year of service, up to a maximum of 24 months. Benefits under this plan are paid as salary continuation and are reduced or eliminated by any income the executive receives under the Company’s short-term disability plan. Participants must execute a general release of the Company and its affiliates in order to receive severance benefits. In addition, benefits are subject to forfeiture and clawback if (1) the participant violates any continuing restrictive covenant obligation under any Company agreement, plan or policy, or if the participant does not comply with obligations under the release, (2) following termination the Company determines that the participant engaged in any certain act or omission during employment that would have entitled the Company to terminate the participant’s employment for Cause or (3) as determined by the Compensation and Talent Committee in its sole discretion, the participant has engaged in any other conduct not in good faith that is injurious to the Company.

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  165. Compensation and Talent Committee of the Board of Directors

    In addition to the benefits under the Executive Severance Policy, award agreements under our 2022 Stock Plan and 2013 Stock Plan provide for accelerated vesting of RSUs that would have vested within six months following termination and continued participation in PSU awards that would have paid out within six months of termination in the event an executive officer is terminated by the Company for reasons other than for “Cause.” Alternatively, if the officer has attained normal retirement or would be eligible for normal retirement within six months of termination, the officer is entitled to continued vesting of RSU awards and continued participation in PSU awards, provided that the award was granted at least one year before termination. For equity awards granted before April 23, 2024, "normal retirement" means age 60 with at least 10 years of service. For equity awards granted on or after April 23, 2024, "normal retirement" means age 55 with at least 10 years of service. Change in Control Policy The Change in Control Policy for Selected Executive Employees, amended and restated effective January 28, 2020 (CIC Policy), provides for severance payments to eligible executive employees of the Company (including executive officers). Payments under the CIC Policy are paid only upon a qualifying separation from service that occurs within six months prior to, or 24 months following, a “Change in Control.” For purposes of the CIC Policy, a qualifying separation from service is one that is by the Company other than for “Cause” and either proximate to or instigated by the party involved in, or otherwise in connection with, the Change in Control, or one that is initiated by the participant for “Good Reason.” Cause and Good Reason have the definitions set forth in the CIC Policy, which was included as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the SEC on May 22, 2020. A Change in Control is defined as the occurrence of any change in ownership of the Company, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all as defined in IRC Section 409A. The CIC Policy expands eligibility for benefits to a larger employee group than is eligible under the Executive Severance Policy. Tier one participants (which would include any NEO participating in the CIC Policy) are eligible for a cash benefit equal to 2.99 times the participant’s “Earnings,” defined by the policy as the sum of (1) annual base salary plus (2) the greater of (A) the participant’s target bonus under the MIP or (B) the average of the participant’s MIP award for the latest three years for which the participant was eligible to receive an award (or such lesser period of time during which the participant was eligible to receive an award). Tier one participants are eligible for Company-paid life insurance for three years, and a taxable cash payment which is sufficient to provide a net amount equal to the participant’s premium for COBRA continuation coverage for three years. CIC Policy severance payments may be delayed following a participant’s separation from service to comply with IRC Section 409A. Any payments delayed as a result of such compliance will accrue interest at the DCAP Rate until paid. Effective January 28, 2020, the Compensation and Talent Committee approved amendments to the CIC Policy that eliminated excise tax gross-ups. In the event that payments and benefits received in connection with a change in control would constitute parachute payments subject to excise tax under IRC Section 4999, payments and benefits will be reduced to the extent necessary to avoid payment of the excise tax, but only if the reduction results in a greater after-tax benefit to the participant. Award agreements under our 2022 Stock Plan and 2013 Stock Plan include change in control provisions which provide for “double-trigger” vesting upon an involuntary or constructive termination of employment following a change in control. Our CIC Policy provides for cash severance benefits to selected management employees in the event of an involuntary or constructive termination of employment occurring in connection with a change in control (as defined in the CIC Policy). Potential Payments upon Termination or Change in Control The following narrative describes potential payments and benefits that may be received by our NEOs or their respective beneficiaries pursuant to existing plans or arrangements under various separation scenarios, including termination of employment or a change in control of McKesson. Benefits and Payments upon Death or Disability In the event of (1) death or (2) termination of employment due to permanent and total disability, which occurs on the first anniversary of the date the executive is unable to perform services, executives are entitled to accelerated vesting of their

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  167. Compensation and Talent Committee of the Board of Directors

    outstanding options and RSUs, prorated PSU awards and prorated MIP awards. Prorated PSU and MIP payments are made at the end of the performance period when payments are made to actively employed plan participants. Vested stock options remain exercisable for three years, subject to earlier expiration of the option term. Termination for Cause Generally, under the Company’s incentive plans and programs, “cause” means the executive’s willful misconduct and in some cases the executive’s negligent misconduct, which, in any case, is injurious to the Company. The specific consequences of such behavior are reflected in the applicable plan documents. In the event of termination for Cause, all obligations or commitments under our incentive plans are canceled or voided, including outstanding equity grants, vested stock options, and MIP awards. However, payments such as accrued but unpaid salary and paid time off are made as required by federal and state laws. Benefits and Payments upon Voluntary Termination In the event of voluntary termination, all unvested incentive awards are canceled unless the employee is eligible for certain benefits based on age and service with the Company. Employees whose age plus service equals 65 (65 points) are eligible for prorated MIP awards upon voluntary termination on or after January 1 of the fiscal year. Under the 2022 Stock Plan and 2013 Stock Plan (referred to below as the Stock Plans), all employee participants with at least 65 points have three years to exercise vested stock options following a voluntary termination, subject to expiration of the option term. Employees who have attained normal retirement are eligible for continued vesting of equity awards following a voluntary termination, and the full term to exercise stock options, provided they have completed at least one year of service following the grant date (refer to the section entitled "Executive Severance Policy" on page 69 for the definition of normal retirement). Benefits and Payments upon Involuntary Termination The Executive Severance Policy covers our executive officers, including our NEOs. The Executive Severance Policy is described above under “Severance and Change in Control Policies.” Benefits and Payments upon Involuntary Termination in Connection with a Change in Control The CIC Policy provides severance benefits to certain selected employees, including our NEOs. The CIC Policy is described above under “Severance and Change in Control Policies.” Upon a qualifying termination in connection with a Change in Control, award agreements under the Stock Plans provide for accelerated vesting of outstanding unvested equity awards. Award agreements under the Stock Plans provide that upon a Change in Control, PSUs convert into time-based vesting awards based on the greater of target or actual performance under the terms of the awards through the date of the Change in Control. The MIP provides for payment, after the end of the fiscal year in which a Change in Control occurs, equal to the greatest of (1) the target award; (2) the award payable based on actual performance; or (3) the average actual award payable to the participant for the prior three years. This MIP award is also payable if the participant’s employment is involuntarily terminated within 12 months after a Change in Control.

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  169. Compensation and Talent Committee of the Board of Directors

    The table below sets forth the value of benefits to which NEOs or their beneficiaries may be entitled under the five termination scenarios described above. Unless otherwise noted, the amounts shown assume separation on March 31, 2025 and, where applicable, are calculated using the $672.99 closing price of the Company’s common stock on March 31, 2025, the trading last day of our fiscal year. In the table below, a “-0-” indicates no monetary value is associated with the benefit, while a “–” indicates the NEO is not entitled to the benefit.

  170. Compensation and Talent Committee of the Board of Directors

    | Name | Benefit | Benefits and Payments upon Death or Disability ($) (a) | Termination for Cause ($) (b) | Benefits and Payments upon Voluntary Termination ($) (c) | Benefits and Payments upon Involuntary Termination ($) (d) | Benefits and Payments upon Involuntary Termination in Connection with a Change in Control ($) (e) | | Brian S. Tyler | Salary Continuation / Severance(1) | – | – | – | 3,112,400 | 17,414,505 | | | MIP(2) | 3,669,167 | – | 3,669,167 | 3,669,167 | 4,123,338 | | | Value of Stock Vesting(3) | 50,760,944 | – | – | 31,084,735 | 61,684,244 | | | Medical(4) | – | – | – | – | 97,331 | | | Total | 54,430,111 | – | 3,669,167 | 37,866,302 | 83,319,418 | | Britt J. Vitalone | Salary Continuation / Severance(1) | – | – | – | 2,068,240 | 8,317,843 | | | MIP(2) | 1,524,688 | – | 1,524,688 | 1,524,688 | 1,679,806 | | | Value of Stock Vesting(3) | 16,220,405 | – | – | 9,697,786 | 19,890,893 | | | Medical(4) | – | – | – | – | 52,873 | | | Total | 17,745,093 | – | 1,524,688 | 13,290,714 | 29,941,415 | | Michele Lau | Salary Continuation / Severance(1) | – | – | – | 1,454,796 | 4,435,222 | | | MIP(2) | 857,296 | – | – | 857,296 | 857,296 | | | Value of Stock Vesting(3) | 7,223,875 | – | – | 487,245 | 9,283,223 | | | Medical(4) | – | – | – | – | 97,331 | | | Total | 8,081,171 | – | – | 2,799,337 | 14,673,072 | | LeAnn B. Smith | Salary Continuation / Severance(1) | – | – | – | 834,054 | 4,057,157 | | | MIP(2) | 783,913 | – | – | 783,913 | 783,913 | | | Value of Stock Vesting(3) | 7,013,231 | – | – | 2,931,545 | 8,656,000 | | | Medical(4) | – | – | – | – | 76,699 | | | Total | 7,797,144 | – | – | 4,549,512 | 13,573,769 | | Thomas L. Rodgers | Salary Continuation / Severance(1) | – | – | – | 1,273,474 | 4,888,017 | | | MIP(2) | 751,029 | – | 751,029 | 751,029 | 958,230 | | | Value of Stock Vesting(3) | 6,025,953 | – | – | 3,545,311 | 7,383,373 | | | Medical(4) | – | – | – | – | 76,157 | | | Total | 6,776,982 | – | 751,029 | 5,569,814 | 13,305,777 |

  171. Compensation and Talent Committee of the Board of Directors

    (1)Amounts shown in column (d) represent salary continuation calculated under the Executive Severance Policy plus six months’ interest accrued at the DCAP Rate, as though payments would be delayed six months to comply with IRC Section 409A. Amounts shown in column (e) represent the lump sum severance benefit calculated under the CIC Policy plus six months’ interest accrued at the DCAP Rate, as though payment would be delayed six months to comply with IRC Section 409A. (2)Amounts shown in columns (a), (c) and (d) represent actual MIP payouts for FY 2025 as reported in the 2025 Summary Compensation Table on page 62. Amounts shown in column (e) are equal to the greatest of (i) the target award; (ii) the award payable based on actual performance; or (iii) the average actual award payable to the participant for the prior three years.

  172. Compensation and Talent Committee of the Board of Directors

    | 72 | | 2025 Proxy Statement |

  173. Compensation and Talent Committee of the Board of Directors

    (3)Amounts shown represent the value of RSUs and PSUs, as of March 31, 2025, which would become vested in whole or in part upon certain termination events. The amounts shown for the Value of Stock Vesting in the event of “Involuntary Termination in Connection with a Change in Control” in column (e) include PSU awards converted to RSUs based on the greater of target and actual performance achieved. PSU awards in this column are shown at (i) actual performance achieved with respect to FY 2023 — FY 2025 PSU awards; and (ii) target performance with respect to PSU awards with in-flight performance periods as of March 31, 2025. For more information on unvested equity awards held by our NEOs, refer to the 2025 Outstanding Equity Awards Table. (4)Amounts shown represent three years of premiums for COBRA continuation coverage. CEO Pay Ratio Our CEO pay ratio was calculated in compliance with the requirements set for in item 402(u) of Regulation S-K. We identified our median employee using our global employee population identified as of January 1, 2025. We used annual base pay as our consistently applied compensation measure. For purposes of our CEO pay ratio, our CEO’s compensation is $20,161,714 and our median employee compensation is $68,406. Accordingly, our CEO to median employee pay ratio is approximately 295:1. Our CEO pay ratio disclosure is a reasonable estimate and may not be comparable to the CEO pay ratio reported by other companies because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions.

  174. Compensation and Talent Committee of the Board of Directors

    | 2025 Proxy Statement | | 73 |

  175. Compensation and Talent Committee of the Board of Directors

    Pay Versus Performance The following tables and narratives set forth information regarding: (i) the total compensation of our Principal Executive Officer (PEO), Mr. Brian S. Tyler, and our non-PEO Named Executive Officers (collectively, the Non-PEO NEOs) as presented in the Summary Compensation Table (SCT) for each of the past five fiscal years; (ii) “compensation actually paid” (CAP) to our PEO and our Non-PEO NEOs, as calculated pursuant to Item 402(v) of Regulation S-K (Item 402(v)); (iii) certain financial performance measures, including Total Shareholder Return (TSR), after-tax net income (loss) attributable to McKesson Corporation, prepared in accordance with GAAP (Net Income), and our Company-Selected Measure, Adjusted EPS for incentive programs; and (iv) the relationship of CAP to those certain financial performance measures.

  176. Compensation and Talent Committee of the Board of Directors

    | Fiscal Year | Summary Compensation Table Total to PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid for Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) | Adjusted EPS ($) | | | | | | | Company TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 20,161,714 | 39,170,522 | 4,960,023 | 8,345,708 | 514.93 | 179.18 | 3,295 | 33.05 | | 2024 | 18,997,543 | 51,712,052 | 5,203,982 | 8,863,859 | 408.88 | 178.46 | 3,002 | 27.44 | | 2023 | 20,221,325 | 38,806,464 | 4,898,008 | 8,070,799 | 269.71 | 153.73 | 3,560 | 26.37 | | 2022 | 18,152,082 | 65,282,708 | 4,509,999 | 14,158,069 | 230.55 | 159.63 | 1,114 | 23.26 | | 2021 | 14,840,073 | 33,045,127 | 4,271,746 | 9,719,606 | 145.67 | 134.04 | (4,539) | 17.04 |

  177. PEO SCT Total to CAP Reconciliation

    | Fiscal Year | SCT Total ($) | Deductions from SCT Total ($) | Additions to SCT Total ($) | Compensation Actually Paid ($) | | | | (i) | (ii) | | | 2025 | 20,161,714 | 14,500,512 | 33,509,320 | 39,170,522 | | 2024 | 18,997,543 | 13,500,408 | 46,214,917 | 51,712,052 | | 2023 | 20,221,325 | 13,000,596 | 31,585,735 | 38,806,464 | | 2022 | 18,152,082 | 12,250,438 | 59,381,064 | 65,282,708 | | 2021 | 14,840,073 | 11,500,289 | 29,705,343 | 33,045,127 |

  178. Average Non-PEO NEOs SCT Total to CAP Reconciliation

    | Fiscal Year | SCT Total ($) | Deductions from SCT Total ($) | Additions to SCT Total ($) | Compensation Actually Paid ($) | | | | (i) | (ii) | | | 2025 | 4,960,023 | 2,988,555 | 6,374,240 | 8,345,708 | | 2024 | 5,203,982 | 3,317,343 | 6,977,220 | 8,863,859 | | 2023 | 4,898,008 | 2,664,524 | 5,837,315 | 8,070,799 | | 2022 | 4,509,999 | 2,326,573 | 11,974,643 | 14,158,069 | | 2021 | 4,271,746 | 2,226,561 | 7,674,421 | 9,719,606 |