PROXY SUMMARY

This summary highlights certain information in this proxy statement and does not contain all the information you should consider in voting your shares. Please refer to the complete proxy statement and our annual report prior to voting at the Annual Meeting of Shareholders to be held on July 22, 2022.

Meeting Information

Voting Items

The Foundation of McKesson

McKesson Corporation is a diversified healthcare services leader. We partner with biopharma companies, care providers, pharmacies, manufacturers, governments, and others to deliver insights, products and services to help make quality care more accessible and affordable. The foundation of our company is focused on addressing the changing needs of our customers, their patients, and the broader healthcare industry. We developed a clear enterprise strategy centered around a set of four company priorities:

Focus on People and Culture

		Everything we do starts with our talent – especially our leaders. Our strong focus is centered in a cultural foundation, which starts with our purpose, advancing health outcomes for all. And it includes our vision, to improve care in every setting – one product, one partner, one patient at a time. Our culture is also anchored in our I2CARE values: integrity, inclusion, customer-first, accountability, respect and excellence.

Sustainable Core Growth

		Our operational excellence and ability to leverage our scale and distribution expertise is one of the many reasons why McKesson continues to be the partner of choice for hospitals, health systems and pharmacies of all sizes.

Streamline the Portfolio

Expand Oncology and Biopharma Ecosystems

Fiscal Year 2022 Highlights                

Our results are a testament to McKesson’s ability to execute during challenging times, and speak to the dedication of our people, the resilience of our business, and the important leadership role McKesson plays in the healthcare supply chain:

See Appendix A to this proxy statement for a reconciliation of free cash flow to the most directly comparable U.S. GAAP metrics.

Executing Our Corporate Responsibility

Our Board’s goal is to build long-term value for the Company’s shareholders and strengthen the vitality of the Company for its employees, customers, suppliers and other stakeholders that depend on McKesson. To help achieve this goal, the Board continues to monitor the Company’s overall performance with respect to certain environmental, social and governance (ESG) matters. In FY 2022, we created an executive steering committee comprised of our Chief Impact Officer, Chief Human Resources Officer, Chief Financial Officer and Chief Legal Officer to coordinate and focus ESG efforts across the enterprise. Our Board also approved amendments to the Governance Committee Charter and the Compensation Committee Charter in May 2022 to further strengthen oversight of ESG matters as highlighted in the table below:

Focus on People & Culture

With our I²CARE and ILEAD values as our anchor, our first priority is our people, our teams and our culture. Part of our focus on culture is our continued improvement in diversity and inclusion. While we are proud of our Board’s diversity, we also placed particular focus on hiring, developing and promoting what we call a best talent strategy at McKesson. We invest heavily in employee growth and development and provide regular feedback and training to our employees. For example, we have implemented employee development programs, including Amplify, a program designed specifically for McKesson’s high potential talent, and Women in Leadership. These programs include training and coaching, and support not only the careers of future leaders, but also employees in their organizations. The health and safety of our employees also remains critical in our day-to-day work, and we are deeply committed to supporting our team and their families through various initiatives, including our first-ever day of wellness — “Your Day, Your Way” — giving employees a special day off to relax and recharge.

Our employees lead 10 employee resource groups, offering opportunities to make authentic connections, showcase leadership skills and create a positive impact. Recently, we were recognized as one of the best places to work for LGBTQ+ equality for the ninth year in a row. McKesson previously stated that by 2025, we would strive to increase representation of women across North America and people of color across the United States amongst our VP+ leadership ranks, each by 20% as compared to FY 2021. The Company remains committed to these aspirational goals and we are encouraged that progress is on track. At March 31, 2022, women and people of color represented the following:

Protecting the Planet

In FY 2022, McKesson committed to set science-based targets for scope 1, 2 and 3 greenhouse gas (GHG) emissions that are intended to meet the standards of the Science Based Targets initiative (SBTi). We anticipate that SBTi will begin the validation process later this calendar year. We will publish a report within 90 days of receiving validation by SBTi that describes the validated targets and objectives and strategies on GHG reduction, renewable energy, and energy efficiency.

Investing in Local Communities

During FY 2022, our employees volunteered more than 26,500 hours, supported 30 projects as part of McKesson’s annual Community Days volunteer event and logged the ‘Most Accrued Distance’ in the American Cancer Society’s Fit2Be Cancer Free Challenge. Our General Counsel Organization also made a meaningful impact through its volunteer and pro bono efforts by supporting a myriad of events and activities near office locations in the Dallas Metro Area, the Atlanta Metro Area, and beyond.

Additionally, the McKesson Foundation, a 501(c)(3) corporate entity (Foundation), continued to support our employees and their communities disbursing nearly $4.5 million to support three focus areas: Reducing the Burden of Cancer; Diversifying the Healthcare Talent Pipeline; and Accelerating Disaster Relief and Improving Emergency Preparedness. In FY 2022, the Foundation’s donations included:

McKesson also remains committed to help fight the opioid crisis. Earlier this year, McKesson and other distributors announced a comprehensive agreement to settle the vast majority of the opioid lawsuits filed by state and local governmental entities against them. This settlement will provide thousands of communities across the U.S. with up to approximately $19.5 billion over 18 years.

We believe this proposed settlement is an important step toward delivering meaningful relief to communities across the U.S. We are committed to work and engage with others who share our dedication to act with urgency to address the opioid epidemic, offer thoughtful public policy recommendations and support innovative programs and partnerships.

We Solicit Shareholder Feedback Year Round

Our Board believes proactive solicitation and consideration of shareholder feedback is critical to driving long-term growth and creating shareholder value. Our shareholder engagement program is a robust, year round process encompassing meetings held throughout the year with shareholders during which we encourage ongoing, meaningful dialogue about the issues they find most important. We report shareholder feedback regularly to our Board.

Our Board reviews our annual meeting results, ongoing shareholder feedback and corporate governance and compensation trends to help drive and develop our shareholder engagement priorities.

Scope of Outreach and Key Topics

Since our 2021 Annual Meeting, we proactively reached out to shareholders representing almost 62% of our outstanding common stock and engaged with shareholders representing nearly 40% of our outstanding common stock. Our current Independent Chair led an engagement regarding the Board’s oversight of human rights risk. Other topics discussed with our shareholders included:

Moreover, our Chief Executive Officer, Chief Financial Officer, and Investor Relations team hosted an Investor Day event and attended six healthcare conferences in FY 2022 together with other members of Team McKesson to discuss the Company’s strategic priorities and other topics.

Executive Compensation Highlights

As discussed in detail under “Compensation Discussion and Analysis,” with the goal of building long-term value for our shareholders, we have developed an executive compensation program designed to strike the right balance of pay for performance; attracting and retaining an exceptionally talented executive team; and steering McKesson’s leadership to meet ambitious goals without taking undue risk.

The Compensation Committee continually evaluates our executive compensation program and results, considering the formulaic outcomes built into the program in the broader context of performance, shareholder feedback and other events. We were pleased to receive positive feedback from shareholders regarding our program over the past year, including at our 2021 Annual Meeting of Shareholders, where approximately 90% of votes cast were in favor of our say-on-pay proposal.

Under our executive team’s leadership, McKesson’s dedicated employees delivered outstanding performance, while playing a critical role in the COVID-19 vaccine distribution and kitting programs with the U.S. government. In FY 2022, we delivered adjusted operating results that exceeded our original expectations at the enterprise level and across all our business units. We focused on execution against our Company priorities, making solid progress on people and culture, delivering sustainable core growth, streamlining the businesses and continued advancement of our strategic growth pillars. McKesson’s accomplishments remain the foundation for McKesson’s future and our ability to continue creating long-term value for our shareholders.

FY 2022 Pay Elements and Performance Metrics

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.

Director Nominees and Our Approach to Governance

Our director nominees exhibit a mix of skills, experience, backgrounds and perspectives. Additional information about each director’s experience and qualifications can be found beginning on page 10 of this proxy statement.

Diverse Skills, Experiences and Qualifications

The skills matrix below identifies our director nominees’ prominent experiences and qualifications by name. Each director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides an appropriate and diverse 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, however, it aims to convey the general breadth of experience and qualifications that our director nominees bring to their work on the McKesson Board of Directors to oversee strategy, performance, culture and risk at the Company.

Board Skills

6 Directors with Risk Management & Compliance Experience   8 Directors with Healthcare Industry Experience   4 Directors with Sustainability and ESG Experience

Senior Executive Leadership

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Governance Highlights

Board and Committee refreshment. Don Knauss serves as the Board’s Independent Chair, effective April 1, 2022. Four independent directors joined our Board in the last year. Rich Carmona was appointed to the Board effective, September 6, 2021. Jim Hinton and Kathleen Wilson-Thompson were appointed to our Board effective January 13, 2022. Roy Dunbar was appointed to our Board effective, April 1, 2022. Ed Mueller will not stand for reelection at the 2022 Annual Meeting. In FY 2022, Linda Mantia, Maria Martinez and Susan Salka were appointed to serve as Chair of the Compensation, Governance and Finance committees, respectively.

This year we also adopted a modified tenure policy, which will contribute to our continual board refreshment and succession planning. The policy requires directors with a tenure of more than 12 years to offer their resignation from Board service annually. If the Board were to decide it is in the best interests of the Company and its shareholders to not accept a resignation offer, the Board would disclose its rationale.

Other leading corporate governance practices. Below we highlight some of the key features of our corporate governance practices:

Please see the section entitled “Corporate Governance” on page 19 of this proxy statement for more information on our corporate governance practices.

PROPOSALS TO BE VOTED ON

There are 11 nominees for election to the Board of Directors of the Company. The directors elected at the 2022 Annual Meeting of Shareholders (Annual Meeting) will hold office until the 2023 Annual Meeting of Shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal or death.

All nominees are current directors. Dominic Caruso, Don Knauss, Brad Lerman, Linda Mantia, Maria Martinez, Susan Salka and Brian Tyler were elected to the Board at the 2021 Annual Meeting of Shareholders. Rich Carmona was appointed to the Board effective September 6, 2021. Jim Hinton and Kathleen Wilson-Thompson were appointed to the Board effective January 13, 2022, and Roy Dunbar was appointed the Board effective April 1, 2022.

The Governance Committee has recommended the reelection of each nominee as a director at the Annual Meeting. Each nominee has informed the Board that he or she is willing to serve as a director. If any nominee should decline or become unable or unavailable to serve as a director for any reason, your proxy authorizes the persons named in the proxy to vote for a replacement nominee, or the Board may reduce its size.

The following section provides a brief description of the age, principal occupation, position and business experience, including other public company directorships, for at least the past five years and major affiliations of each of the nominees. Each 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.

Nominees

Your Board recommends a vote “FOR” each Nominee.

The Board, Committees and Meetings

The Board of Directors is the Company’s governing body with responsibility for oversight, counseling and direction of the Company’s management to serve the long-term interests of the Company and its shareholders. The Board’s goals are to build long-term value for the Company’s shareholders and to ensure the vitality of the Company for its customers, employees and other individuals and organizations that depend on the Company. To achieve its goal, the Board monitors both the performance of the Company and the performance of the Chief Executive Officer. The Board currently consists of twelve directors. After the 2022 Annual Meeting, if all nominees are elected, the Board will consist of eleven directors. Don Knauss serves as the Board’s Independent Chair, effective April 1, 2022. All of the directors during the time they served on the Board were, and the director nominees are, independent with the exception of Brian Tyler, the Company’s CEO.

The Board has five standing committees: the Audit Committee, Compensation Committee, Compliance Committee, Finance Committee, and Governance Committee. Each of these committees is governed by a written charter approved by the Board in compliance with the requirements of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), where applicable. The charter of each committee is reviewed annually by that committee and the Board. Each member of our standing committees is independent, as determined by the Board, under the NYSE listing standards and the Company’s director independence standards. In addition, each member of the Audit Committee and Compensation Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable rules. The members of each standing committee are appointed by the Board each year for a term of one year or until their successors are elected and qualified or their earlier resignation.

Board and Meeting Attendance

The Board met seven times during FY 2022. Each director attended at least 75% of the aggregate number of meetings of the Board and meetings of its committees during the period on which he or she served as a member of the Board and of such committees. The independent directors also met in executive session during FY 2022, as necessary. Directors meet their responsibilities not only by attending Board and committee meetings, but also through communication with senior management, independent accountants, advisors and consultants and others on matters affecting the Company. Directors are also expected to attend the upcoming virtual Annual Meeting. All directors then serving attended the 2021 Annual Meeting of Shareholders. The current membership of each standing committee and the number of committee meetings held during FY 2022 are identified in the section immediately below.

Committee Membership, Responsibilities and Other Information

As discussed under “Executing Our Corporate Responsibility” on page 3 of this proxy statement, our Board approved in May 2022 amendments to the Governance Committee Charter and the Compensation Committee Charter to address the oversight of certain ESG matters. The charter governing each of the Board’s five standing committees can be found at www.mckesson.com/investors/corporate-governance. We also refreshed the composition of those committees in May 2022, which are as follows:

Director Qualifications, Nomination and Diversity

To fulfill its responsibility to recruit and recommend to the Board nominees for election as directors, the Governance 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.

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 or by courier or regular mail at 6555 State Highway 161, Irving, Texas 75039. All recommendations received by the Corporate Secretary will be presented to the Governance Committee for its consideration. The Governance Committee will consider recommendations from shareholders using the same process it follows for other candidates. The Governance Committee will consider director candidates who meet the criteria described below, and the Governance Committee will recommend to the Board nominees who best suit the Board’s needs. In order for a shareholder to make a nomination of a director candidate for election at an upcoming annual 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 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 diverse backgrounds and experience consistent with the Company’s values. 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 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 able to devote sufficient time and energy to the performance of his or her duties as a director and must be open to hearing different perspectives.

Messrs. Carmona, Dunbar and Hinton and Ms. Wilson-Thompson have been nominated to stand for election by the shareholders for the first time. Each of these candidates was identified by either a third-party search firm or by other Board members. Several members of the Board interviewed each candidate prior to their appointment to serve on the Board. The Board does not maintain a formal policy regarding diversity; however, the Governance Committee considers diversity to include diversity of backgrounds, cultures, education, experience, skills, thought, perspectives, personal qualities and attributes, and geographic profiles (i.e., where the individuals have lived and worked), as well as race, ethnicity, gender, national origin and other categories. Our Governance Committee and the Board believe that a diverse representation on the Board fosters a robust, comprehensive, and balanced deliberation and decision-making process that is essential to the continued effective functioning of the Board and continued success of the Company. Women and people of color comprise approximately 36% and 27%, respectively, of our slate of director nominees.

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.

The following governance materials appear on our website at www.mckesson.com/investors/corporate-governance:

Evaluating Board Composition, Performance and Effectiveness

Board evaluations play a critical role in assessing the effective functioning of our Board, which conducts an annual evaluation to consider where they believe our 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 following graphic illustrates the core elements of our Board’s evaluation process:

Our Governance Committee leads the evaluation of the Board and the performance of the Independent Chair. Our Independent Chair also speaks to directors individually, and that feedback is later reported to the entire Board. Each committee is responsible for evaluating its own performance and determining their workplan for the following year. The Governance Committee establishes a workplan for the Board, and reviews periodically the Board’s evaluation process and makes enhancements based on the Company’s evolving business strategies and risks.

Director Independence

Under the Company’s Corporate Governance Guidelines, the Board must have a substantial majority of directors who meet the applicable criteria for independence required by the NYSE. Each year, the Board must determine, based on all relevant facts and circumstances, whether in its business judgment the non-executive directors satisfy the criteria for independence, including the absence of a material relationship with the Company. The Board will deem a director independent if no relationship or transaction exists that would disqualify such a director under these standards, and no other relationship or transaction exists of a type not specifically mentioned in NYSE standards that, in the Board’s opinion, taking into account all relevant facts and circumstances, would impair a director’s ability to exercise his or her independent judgment. Applying these standards, and all applicable laws, rules or regulations, the Board has determined that, with the exception of Brian Tyler, all of the Company’s director nominees, namely Rich Carmona, Dominic Caruso, Roy Dunbar, Jim Hinton, Don Knauss, Brad Lerman, Linda Mantia, Maria Martinez, Susan Salka and Kathleen Wilson-Thompson, are independent. Ed Mueller, who is not standing for reelection at the Annual Meeting, and Ken Washington, who resigned effective October 5, 2021, were independent during the time they served.

Board Leadership Structure

The Board has an independent chair leadership structure with Don Knauss serving as Independent Chair of the Board and Brian Tyler serving as CEO. The Board believes that this is the most effective Board leadership structure for the Company at this time. Mr. Knauss’ experience serving on McKesson’s Board, as well as other public company boards, positions him to effectively lead the Board.

The Chair regularly solicits input from the CEO and independent directors as to the additional matters to place on the Board agenda and the information that would be useful for their review and consideration. All of the Board’s standing committees are composed solely of, and chaired by, independent directors. The independent directors regularly meet in executive sessions presided over by Mr. Knauss as Independent Chair.

Mr. Tyler is a 25-year McKesson veteran who brings expert perspective on the future of the industry, both in the U.S. and globally. Having spent his entire career in healthcare, he has a clear vision on how McKesson will continue to play an integral role in improving care while driving value for McKesson’s shareholders. He also brings with him a deep understanding of the Company, its culture and what is important to its employees. We believe the combined leadership of Mr. Knauss as independent Board Chair and Mr. Tyler as CEO best serves the Company and its shareholders at this time.

The Governance Committee and Board annually evaluate the Board’s leadership structure to determine the structure that would best serve the Company and its shareholders.

Board of Directors’ Role in Risk Oversight

Our Board has responsibility for overseeing the business and affairs of the Company. This general oversight responsibility includes oversight of risk management, which the Board carries out as a whole or through its committees. Among other things, the Board as a whole periodically discusses the Company’s enterprise risk management process, including its identification, ranking and assessment of operations, strategic, financial and compliance risks. This discussion includes the output of that Board oversight process. Below, as an example, we highlight three risk areas under the Board’s role in risk oversight, which are not comprehensive of the risks they review:

COVID-19 Risk Oversight

Our Board actively oversees the Company’s critical work in the ongoing COVID-19 pandemic, including regular updates from and discussions with the Company’s management team. The Board’s review and discussion spans a broad range of matters, including protecting the health and safety of our employees, expanding benefits for and supporting our employees, evaluating the impact of the pandemic on strategy, operations, liquidity and financial matters, the Company’s role in delivering crucial supplies and minimizing supply chain disruption, partnering with governments, monitoring continued compliance with applicable laws, and supporting the communities in which we operate.

Controlled Substance Distribution Risk Oversight

Our Board actively oversees the Company’s work to address the opioid epidemic. It regularly receives reports on the Company’s Controlled Substances Monitoring Program (CSMP) and discusses the Company’s compliance with federal and state controlled substances regulatory requirements and the effectiveness of the Company’s CSMP. The Board additionally receives updates on pending litigation and investigations. Further, the Compliance Committee regularly receives updates on the CSMP.

Cybersecurity Risk Oversight

At least quarterly, the Board addresses cybersecurity trends, risk reduction strategy or related topics. Management’s quarterly reports to the Board focus on:

Role of Board Committees in Risk Oversight

Although the Board has ultimate responsibility for overseeing risk management, it has delegated certain oversight responsibilities to committees with specific areas of responsibility and expertise. Each of the standing committees regularly meets in executive session. The chairs of the committees report to the full Board the significant risks facing the Company, as identified by management, and the measures undertaken by management for controlling and mitigating those risks.

McKesson senior leadership is responsible for the day-to-day management of the risks facing the Company, including macroeconomic, financial, strategic, operational, public reporting, legal, regulatory, political, talent, cybersecurity, compliance, and reputational risks. Management carries out this risk management responsibility through a coordinated effort among the various risk management functions within the Company. As part of its ongoing compliance program, the Company monitors potential uses of conflict minerals in its businesses, particularly in the context of acquisitions, and it reports when required these diligence efforts and determinations.

Report of the Compliance Committee

Since its formation in 2019, our Compliance Committee has assisted the Board in overseeing management’s identification and evaluation of the Company’s principal legal and regulatory compliance risks and related compliance programs. The Compliance Committee has four members and is chaired by Brad Lerman, who brings significant legal and regulatory expertise and a deep understanding of the healthcare industry to our Board. The other members of the Compliance Committee include Dominic Caruso (Audit Committee Chair), Rich Carmona and Jim Hinton, all of whom bring significant healthcare industry expertise to our Board. During FY 2022, the Compliance Committee formally met seven times, including one joint meeting with the Audit Committee, and received updates from management during and outside of formal meetings.

The Compliance Committee’s key FY 2022 accomplishments include, but are not limited to:

Risk Assessment of Compensation Policies and Practices

We annually conduct a review of all incentive compensation plans utilized throughout the Company, using a framework for risk assessment provided to us by a nationally recognized outside compensation advisor. In conducting our review, a detailed assessment of each incentive compensation plan, without regard to materiality, is first prepared by representatives from the Company’s business units and then reviewed by senior executives of our Human Resources Department. The review framework requires representatives of our business units to examine and report on the presence of certain design elements under both cash and equity incentive compensation plans that could encourage our employees to incur excessive risk, such as the selection and documentation of incentive metrics, the ratio of incentive to fixed compensation, the year-over-year variability in payouts, the amount of management discretion, and the percentage of compensation expense as compared to the business units’ revenues. Consistent with our findings in past years, management concluded that for FY 2022 our policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. A summary of management’s findings was reviewed with the Compensation Committee at its April 2022 meeting.

The Compensation Committee discussed management’s findings and considered that the Company utilizes many design features that mitigate the likelihood of encouraging excessive risk-taking behavior. Among these design features are:

Based on the foregoing, the Compensation Committee concurred with management that our compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole. We believe that our incentive compensation plans do not provide incentives that encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with effective internal controls and the risk management practices of the Company, and are supported by the oversight and administration of the Compensation Committee with regard to our executive compensation program.

Related Party Transactions Policy and Transactions with Related Persons

The Company has a Related Party Transactions Policy requiring approval or ratification of certain transactions involving executive officers, directors and nominees for director, beneficial owners of more than 5% of the Company’s common stock, and immediate family members of any such persons, where the related person had, has or will have a direct material interest.

Additionally, they are required to notify the General Counsel of any potential related party transaction. Under the policy, the Company’s General Counsel initially determines if a transaction or relationship constitutes a transaction that requires compliance with the policy. If so, the matter will be referred to the Governance Committee. Annually, our directors, nominees and executive officers are asked to identify any transactions that might fall under the policy as well as to identify immediate family members. The transaction may be approved or ratified if, in the Governance Committee’s business judgment and based on the review of all relevant facts and circumstances, it is determined that the transaction is fair and reasonable to the Company and consistent with its best interests. Factors that may be taken into account in making that determination include, without limitation: (i) the business purpose of the transaction; (ii) whether the transaction is made in the ordinary course of business and is entered into on an arm’s-length basis; (iii) whether it would impair the independence of a director; and (iv) whether it would violate the provisions of the Company’s Code of Conduct. There are no reportable related party transactions.

Communications with Directors

Shareholders and other interested parties may communicate with any of the directors, including the Board Chair and any other, or all of the directors as a group, by addressing their correspondence to the Board member or members, c/o the Corporate Secretary’s Office, McKesson Corporation, 6555 State Highway 161, Irving, Texas 75039, or via e-mail to boardchair@mckesson.com or to nonmanagementdirectors@mckesson.com. The Corporate Secretary’s office maintains a log of such correspondence received by the Company that is addressed to members of the Board, other than advertisements, solicitations or correspondence deemed by the Corporate Secretary to be irrelevant to Board responsibilities. Directors may review the log at any time, and request copies of any correspondence received.

Director Compensation

Director compensation at McKesson includes a combination of cash and equity-based compensation. The Governance Committee reviews the level and form of compensation paid to our non-employee directors and, if it deems appropriate, recommends changes to the Board. In reviewing our non-employee director compensation program, the committee is guided by these principles:

Each non-employee director of the Company is paid an annual cash retainer and an annual restricted stock unit (RSU) award. Our non-executive Board Chair is provided additional compensation that the Board believes is commensurate with that role. Our non-employee director compensation structure is as follows:

Detail on the value of the annual cash retainers and RSU awards paid to each non-employee director for FY 2022 is provided below. The Governance Committee retains the right to determine on a case-by-case basis whether meeting fees are appropriate for non-employee directors. Non-employee directors are paid their reasonable expenses for attending Board and committee meetings. Directors who are employees of the Company or its subsidiaries do not receive any compensation for service on the Board.

Cash Compensation

Each non-employee director receives an annual retainer, and the independent Board Chair and chairs of the standing committees receive an additional annual retainer. Information on retainers and meeting fees, in each case as paid in FY 2022, are set forth in the table above. 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. 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.

Equity Compensation

Non-employee directors receive an automatic annual grant of RSUs with an approximate grant date value of $180,000. The actual number of RSUs granted is determined by dividing $180,000 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 our 2013 Stock Plan. As shown in the above table, the Board Chair receives an additional automatic annual grant of RSUs with an approximate grant date 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 $660,000, 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 $0.47 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.

All Other Compensation and Benefits

Non-employee directors are eligible to participate in the McKesson Foundation’s Executive Request Program and Matching Gifts Program. Under the Executive Request Program, our non-employee directors may request that the foundation make donations to qualifying public charitable organizations. Under the Matching Gifts Program, our non-employee directors’ own gifts to schools, educational associations or funds and other public charitable organizations are eligible for a match by the foundation of up to $5,000 per director for each fiscal year.

2022 Director Compensation Table

The following table sets forth information concerning the compensation paid to or earned by each non-employee director for the fiscal year ended March 31, 2022. Mr. Tyler is not included in this table as he was an employee of the Company during FY 2022 and received no 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 2022 Summary Compensation Table.

Your Board recommends a vote “FOR” this ratification proposal.

The Audit Committee has approved Deloitte & Touche LLP (D&T) as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending March 31, 2023. The committee believes that D&T is knowledgeable about the Company’s operations and accounting practices, and is well qualified to act as the Company’s independent registered public accounting firm.

We are asking our shareholders to ratify the selection of D&T as the Company’s independent registered public accounting firm. Although ratification is not required by our By-Laws or otherwise, the Board is submitting the selection of D&T to our shareholders for ratification as a matter of good corporate practice. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain D&T. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. Representatives of D&T are expected to be present at the Annual Meeting to respond to questions and to make a statement if they desire to do so. For the fiscal years ended March 31, 2022 and 2021, professional services were performed by D&T, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”), which includes Deloitte Consulting. Fees for those years were as follows:

Audit Fees. This category consists of fees for professional services rendered for the audit of the Company’s consolidated annual financial statements, review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by D&T in connection with statutory and regulatory filings or engagements. This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and foreign statutory audits required by non-U.S. jurisdictions.

Audit-Related Fees. This category consists of fees for assurance and related services such as employee benefit plan audits, registration statements and comfort letters, accounting and financial reporting audit-related fees, due diligence in connection with mergers, divestitures and acquisitions, and attest services related to financial reporting that are not required by statute or regulation. The decrease in fiscal year ended March 31, 2022 was related to due diligence activities.

Tax Fees. This category consists of fees for professional services rendered for U.S. and international tax compliance, including services related to the preparation of tax returns and professional services. For the fiscal years ended March 31, 2022 and 2021, no amounts were incurred by the Company for tax advice, planning or consulting services.

All Other Fees. This category consists of fees for permissible advisory work performed by Deloitte that does not meet the above category descriptions.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to applicable rules, and as set forth in the terms of its charter, the Audit Committee has sole responsibility for appointing, setting compensation for, and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy that requires it to pre-approve all audit and permissible non-audit services, including audit-related and tax services, to be provided by Deloitte & Touche. Between meetings, the Chair of the Audit Committee is authorized to pre-approve services, which are reported to the committee at its next meeting. All of the services described in the fee table above were approved in conformity with the Audit Committee’s pre-approval process.

Audit Committee Report

The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s financial reporting processes. The functions of the Audit Committee are described in greater detail in the Audit Committee’s written charter adopted by the Company’s Board of Directors, which may be found on the Company’s website at www.mckesson.com under the caption “Investors — Governance.” The Audit Committee is composed exclusively of directors who are independent under the applicable SEC and NYSE rules and the Company’s independence standards. The Audit Committee’s members are not professionally engaged in the practice of accounting or auditing, and they necessarily rely on the work and assurances of the Company’s management and the independent registered public accounting firm. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. D&T is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and expressing opinions on the conformity of those audited financial statements with United States generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has: (i) reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended March 31, 2022; (ii) discussed with D&T the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC; (iii) received the written disclosures and the letter from D&T required by applicable requirements of the PCAOB regarding D&T’s communications with the Audit Committee concerning independence; and (iv) discussed with D&T its independence from the Company. The Audit Committee further considered whether the provision of non-audit related services by D&T to the Company is compatible with maintaining the independence of that firm from the Company. The Audit Committee has also discussed with management of the Company and D&T such other matters and received such assurances from them as it deemed appropriate.

The Audit Committee discussed with the Company’s internal auditors and D&T the overall scope and plans for their respective audits. The Audit Committee meets regularly with the internal auditors and D&T, with and without management present, to discuss the results of their audits, the evaluation of the Company’s internal control over financial reporting and the overall quality of the Company’s accounting and financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements for the fiscal year ended March 31, 2022 be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

Audit Committee of the Board of Directors

Dominic J. Caruso, Chair

W. Roy Dunbar

Bradley E. Lerman

Susan R. Salka

PRINCIPAL SHAREHOLDERS

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of May 27, 2022, information regarding ownership of the Company’s outstanding common stock by any entity or person, to the extent known by us or ascertainable from public filings, that is the beneficial owner of more than 5% of the outstanding shares of common stock:

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, all reports required by Section 16(a) of the Exchange Act in FY 2022 from our officers, directors and greater than 10% beneficial owners were timely filed, except that one Form 4 reporting the grant of restricted stock units to our interim principal accounting officer Kevin Emerson was filed one day late due to a clerical error.

Security Ownership of Directors and Executive Officers

The following table sets forth, as of May 27, 2022, except as otherwise noted, information regarding ownership of the Company’s outstanding common stock by: (i) all directors and director nominees; (ii) each executive officer named in the 2022 Summary Compensation Table below (collectively, our named executive officers or the NEOs); and (iii) all directors, NEOs and executive officers as a group. The table also includes shares of common stock that underlie outstanding RSUs and options to purchase common stock of the Company that either vest or become exercisable within 60 days after May 27, 2022.

EXECUTIVE COMPENSATION

A Letter From Our Compensation Committee

Dear Fellow Shareholders,

As members of the Compensation Committee, we thank you for your continued investment in McKesson through another dynamic year. We appreciate hearing our shareholders’ perspectives on our executive compensation program and remain committed to ensuring that McKesson’s leadership team is incentivized to perform by building compensation programs aligned to both our strategy and the creation of long-term shareholder value.

Strong Operating Performance Builds Value. We see the work of our committee as playing a critical role in ensuring that we have appropriate incentives in place to drive performance in both the short term and the long term, while navigating potentially rapidly changing market conditions. While the COVID-19 pandemic continued to present challenges in FY 2022, our businesses delivered strong execution, underpinned by stable fundamentals. Our multi-year strategic initiative focuses on driving shareholder value by creating incremental profit growth through cost and efficiency plans, as well as investing in innovation to improve patient care, particularly where we have a set of differentiated assets.

As discussed throughout these materials, under our executive team’s leadership, McKesson’s team of dedicated employees delivered outstanding performance — in particular, while playing a critical role in the COVID-19 vaccine distribution and kitting programs with the U.S. government.

Our accomplishments in FY 2022 remain the foundation for McKesson’s future, and we are confident in our ability to continue creating long-term value for our shareholders. Based on our review of the program outcomes, we believe that our executive compensation program has shown itself to be well aligned with our objectives this year.

Integrating Shareholder Perspectives. As part of our year-round engagement, our Board solicits input to ensure we meet shareholder expectations regarding compensation along with other topics. Shareholders at the 2021 Annual Meeting of Shareholders approved our executive compensation program with approximately 90% of votes cast in favor of our 2021 say-on-pay proposal, indicating to us that shareholder perspectives are being effectively integrated into the Compensation Committee’s process, though we will continue to regularly engage and respond to feedback. The evolution of our compensation program and the decisions that we have made over the years are producing the intended outcomes.

Considering the Broader Context. Each year, the Compensation Committee evaluates our executive compensation program and results, considering the formulaic outcomes built into the program in the broader context of performance, shareholder feedback and other events.

During conversations leading up to, and following, last year’s annual meeting, shareholders expressed approval for the actions taken in response to the pending opioids-related settlement, and were supportive of our stated intention not to take additional action in future years, unless there is a material change in the facts underlying the committee’s decision. The settlement process has continued to move forward as anticipated and we concluded that no discretionary adjustments were necessary this year due to the broader operating context of the business.

Refreshed Compensation Committee. Over the last year, we approved several changes to the composition and leadership of our Compensation Committee. As part of this refreshment, Linda Mantia has assumed the role of Chair effective with the beginning of FY 2023. In addition, since last year’s annual meeting Richard Carmona, Don Knauss and Kathleen Wilson-Thompson have joined the committee as new members. We believe that it is valuable to balance institutional knowledge and fresh perspectives as we consider our committee composition.

The View Ahead. The Compensation Committee will continue to evaluate our program and ensure it is appropriate for McKesson in a time of rapid change. Our executive compensation program will remain rooted in McKesson’s culture, which is

anchored by our I²CARE values, and we will structure incentives that encourage employees to feel accountable for, and inspired by, the Company’s long-term success. We will remain focused on human capital management, including the attraction, retention, and motivation of our workforce, as well as our goals related to our ESG strategy, including our efforts on diversity, equity and inclusion (DEI), climate change and advancing health equity. We are confident that these goals will keep us on the path towards sustained profitability and long-term shareholder value creation.

We look forward to continuing our dialogue with our shareholders and ask for your continued support.

The Compensation Committee

Linda P. Mantia, Chair

Richard H. Carmona, M.D.

Donald R. Knauss

Edward A. Mueller

Kathleen Wilson-Thompson

Compensation Discussion and Analysis

The Compensation Discussion and Analysis describes McKesson’s executive compensation program and reviews compensation decisions for our CEO and CFO, and our three other most highly compensated executive officers, all of whom were serving as of March 31, 2022 (collectively, our Named Executive Officers or “NEOs”). For FY 2022, our NEOs and their respective titles were as follows:

Overview

Business Strategy and Key Initiatives

At McKesson, we are focused on executing against clear priorities to drive value. Part of that growth will come through our ability to work together, to execute and to use the capabilities and assets across McKesson to innovate in new and different ways. We will continue to be disciplined in our capital deployment as we execute this strategy.

In FY 2022, we shared McKesson’s strategic transformation to a diversified healthcare services company, centered around a set of four Company priorities: our focus on people and culture, driving sustainable growth in our core pharmaceutical and medical distribution businesses, streamlining the portfolio, which includes our intent to fully exit the European region, and continuing to invest in growth in the areas of oncology and biopharma services, where we have key differentiation. We believe the execution against these priorities is critical to our ability to generate long-term sustainable growth.

FY 2022 Performance Highlights

In FY 2022, we delivered adjusted operating results that exceeded our original expectations at the enterprise level and across all our operating segments. We focused on execution against our Company priorities, making solid progress on people and culture, delivering sustainable core growth, streamlining the businesses, and continued advancement of our strategic growth pillars: Oncology and BioPharma services ecosystems. The commitment to these priorities is critical to our financial performance and sustainable long-term growth. While we saw a benefit in FY 2022 from our role as a centralized distributor for COVID-19 vaccine and ancillary supplies needed to administer vaccines, we were also encouraged by the solid performance of the underlying business and our ability to navigate a dynamic macroeconomic environment. We also made significant progress in exiting the European market and resolving the substantial majority of pending opioid litigation, allowing us to further focus on executing on our Company priorities and creating shareholder value. McKesson remains strategically positioned with a broad set of differentiated assets and capabilities to support healthcare innovation and improve care in every setting. Full-year FY 2022 highlights are shown below.

In our discussion of executive compensation throughout this proxy statement, we refer to adjusted earnings per diluted share (Adjusted EPS), Adjusted Operating Profit (AOP), Free Cash Flow (FCF), Return on Invested Capital (ROIC) and Relative Total Shareholder Return (rTSR) as performance metrics specifically used in our incentive programs. In Appendix A to this proxy statement, we provide reconciliations from diluted earnings per share from continuing operations, operating profit and operating cash flow calculated in accordance with U.S. generally accepted accounting principles (GAAP) to the non-GAAP metrics used in calculating performance under our incentive plans. A description of ROIC, a non-GAAP metric, can be found on page 41 of this proxy statement.

2021 Say-on-Pay Vote and Continued Shareholder Engagement

We were pleased that our executive compensation program was approved by shareholders at the 2021 Annual Meeting of Shareholders with approximately 90% of votes cast in favor of our say-on-pay proposal. We received positive feedback from shareholders regarding the Compensation Committee’s decision to reduce pay outcomes for our NEOs last year in light of the opioid-related settlement charge. The settlement process has continued to move forward as anticipated and the Compensation Committee concluded that no discretionary adjustments were necessary this year due to the broader operating context of the business. We appreciate our shareholders’ support of our executive compensation program.

We are committed to seeking feedback and soliciting input to ensure we meet ongoing shareholder expectations regarding our compensation, governance and corporate responsibility practices. As we do every year, our Board undertook a significant engagement effort to receive feedback from shareholders regarding our executive compensation program and other matters of importance to the Company and our shareholders. Since our last annual meeting, we have proactively reached out to shareholders representing approximately 62% of our outstanding common stock and engaged with shareholders representing nearly 40% of our outstanding common stock. Our shareholders’ views on executive compensation and corporate governance are important to us, and we value and utilize their feedback and insights each year. The Board and its committees regularly discuss and consider the feedback we receive from investors through this engagement process, as well as the outcome of the

annual advisory vote on executive compensation. As we continue to execute on our strategy, we look forward to ongoing shareholder engagement, including dialogue focused on our executive compensation program and corporate governance practices. Additional information on our shareholder engagement can be found on page 5 of this proxy statement.

Focus on Corporate Culture

At McKesson, the way we do business is just as important as the business itself, so each executive is evaluated on his or her commitment to the Company’s “I²CARE” and “ILEAD” principles. I²CARE is the cultural foundation of the Company. Our I²CARE principles unify the Company and guide individuals’ behavior toward each other, customers, vendors and other stakeholders. ILEAD is our common definition, shared leadership framework and our commitment to how we drive better health for our company, our customers and the patients whose lives we touch. These principles serve as a guide to all our employees enterprise-wide.

We build the best teams by recruiting, developing and retaining diverse talent. McKesson was recognized for the ninth consecutive year as one of the “Best Places to Work for LGBTQ Equality” by the Human Rights Campaign Foundation; for the sixth year in a row as a “Military Friendly Employer” by GI Jobs; and as a “Best Place to Work” for Disability Inclusion on the Disability Equality Index for the sixth consecutive year. Brian Tyler, our CEO, continues to focus on corporate culture, emphasizing the importance of diverse and inclusive work settings and winning as one team. We aim to continuously leverage our diversity to explore opportunities, elevate our thinking and challenge long-held assumptions. We strive to make diversity, equity, and inclusion integral to everything we do because we believe building a more inclusive future is everyone’s responsibility. The Company engaged internal and external experts to help leaders build skills in these and other areas.

Our vision for a healthier world begins with our employees, who bring our mission to life every day. As a company, we provide opportunities for growth and development, programs for an inclusive workplace so our employees can be their best, and initiatives that focus on employee health and wellness.

Our Board is focused on human capital management, providing guidance to our CEO on culture initiatives, discussing inclusion, diversity and equality efforts and participating in employee town halls and panel discussions hosted by the Company’s employee resource groups. Our Compensation Committee considers executive officers’ efforts on human capital management and culture matters when determining compensation for our executive officers, including our NEOs.