Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 17, 2019, the Board of Directors (“Board”) of McKesson Corporation (“Company”) elected Maria Martinez as a director, effective on October 18, 2019.
Ms. Martinez, age 61, has served as Executive Vice President and Chief Customer Experience Officer at Cisco Systems, Inc. since April 2018. Previous to her role at Cisco, Ms. Martinez served in a variety of senior executive roles at salesforce.com, 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 has also held leadership positions at Motorola, Inc. and AT&T Inc., and served as chief executive officer of Embrace Networks, Inc. She currently serves on the board of directors for Declara, Inc. and non-profit Genesys Works.
She holds a bachelor’s degree in electrical engineering from the University of Puerto Rico, San Juan and a master’s degree in computer engineering from Ohio State University.
The Board determined that Ms. Martinez is an independent director under standards established by the New York Stock Exchange and the Board. The Board appointed her as a member of the Audit Committee. The Board size increased from ten to eleven members upon her election.
Ms. Martinez will receive cash compensation in accordance with the Company’s standard compensatory arrangement for non-employee directors. She will receive an annual cash retainer of $80,000, which will be prorated for fiscal year 2020 based on her election date, plus $1,500 per meeting of the Audit Committee.
Ms. Martinez also will receive restricted stock units (“RSUs”) under the Company’s 2013 Stock Plan in respect of the commencement of her service on October 18, 2019. She will be granted RSUs in an amount that represents a prorated portion of the annual equity award that was granted automatically to then-serving non-employee directors at the 2019 Annual Meeting of Stockholders. The number of RSUs granted to Ms. Martinez will be determined by dividing $140,544 by the closing price of the Company’s common stock on the grant date.
Ms. Martinez will, effective as of October 18, 2019, enter into the Company’s standard form Indemnification Agreement, which provides for indemnification to the fullest extent permitted by Delaware law.
Ms. Martinez does not have any related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.