Bradley Lerman
MCKESSONAbout Bradley E. Lerman
Bradley E. Lerman (age 69) has served on McKesson’s Board since 2018, currently chairing the Compliance Committee and sitting on the Governance & Sustainability Committee. He is EVP and Chief Legal Officer at Starbucks, and previously held senior legal roles at Medtronic, Fannie Mae, and Pfizer; he is a Harvard Law graduate with a Yale economics degree. McKesson’s Board states that with the exception of the CEO, all directors are independent and that 11 of 12 nominees in 2025 were independent, which includes Lerman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | SVP, General Counsel & Corporate Secretary | 2014–Jan 2022 | Led global legal, government affairs, ethics and compliance |
| Federal National Mortgage Association (Fannie Mae) | EVP, General Counsel & Corporate Secretary | Not disclosed | Senior legal leadership |
| Pfizer | SVP, Associate GC & Chief Litigation Counsel | Not disclosed | Litigation leadership |
| Winston & Strawn LLP | Litigation Partner (Chicago) | Not disclosed | Private practice leadership |
| U.S. Attorney’s Office, N.D. Illinois | Assistant U.S. Attorney | Not disclosed | Law enforcement experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Starbucks Corporation | EVP & Chief Legal Officer | Current | Multinational retail/consumer company |
| Other public company boards | — | — | None (past five years: none) |
Board Governance
- Independence: Board has maintained independent chair since 2019; 11 of 12 nominees independent in 2025; with exception of CEO, all directors are independent .
- Committees (current and prior):
- Compliance Committee Chair (current): Lerman chairs this committee overseeing principal legal/regulatory compliance risks and certain cybersecurity/technology risks; 4 meetings in FY2025 (incl. one joint with Audit) .
- Governance & Sustainability Committee Member (current): 5 meetings in FY2025; oversees board composition, director compensation, related party policy, governance/sustainability reporting .
- Audit Committee (prior): Served until May 22, 2025 (designated members listed); Audit held 10 meetings in FY2025 and coordinates with Compliance on legal/regulatory compliance .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of aggregate Board/committee meetings; independent directors held executive sessions at every regular meeting. FY2025 summary: 100% Board meeting attendance, >75% committee attendance, 31 total committee meetings .
- Director elections (vote outcomes):
- 2025: Lerman Votes For 98,302,502; Against 2,117,813; Abstentions 136,901; broker non-votes 10,344,141 .
- 2024: Lerman Votes For 102,939,946; Against 1,235,297; Abstentions 242,328; broker non-votes 10,430,364 .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual Cash Retainer (program) | $115,000 | $120,000 |
| Committee Chair Retainer (program) | $20,000 (non-Audit chairs) | $20,000 (non-Audit chairs) |
| Audit Chair Retainer (program) | $25,000 | $25,000 |
| Independent Chair Premium (program; 50% cash/50% RSUs) | $240,000 | $240,000 |
| Lerman – Fees Earned/Paid in Cash | $135,000 | $138,332 |
Equity (directors):
- Annual RSU grant (approximate grant date fair value): $200,000 (FY2024); $215,000 (FY2025) .
- RSUs vest upon grant; issuance deferred until director meets stock ownership guidelines; dividend equivalents accrue at the quarterly dividend rate ($0.62 per share in FY2024; $0.71 per share in FY2025) and are paid upon share issuance (no interest accrual for awards granted after April 28, 2020) .
- Lerman – Stock Awards: $200,083 (FY2024); $215,340 (FY2025) .
Performance Compensation
Non-employee directors do not receive performance-based awards; compensation is delivered via cash retainers and time-vested RSUs . For context on McKesson’s pay-for-performance design for executives (NEOs), the Compensation & Talent Committee ties MIP and PSU outcomes to financial and market-based metrics:
| Executive Incentive Metrics | FY2024 (MIP Results Applied) | FY2025 (MIP Results Applied) |
|---|---|---|
| Adjusted EPS (50% weight) | $27.44 applied for payout | $33.01 applied for payout |
| Adjusted Operating Profit (25% weight) | $4,901 million applied | $5,610 million applied |
| Free Cash Flow (25% weight) | $3,627 million applied | $5,226 million applied |
| MIP Payout Outcome (NEOs) | 114% of target | 119% of target |
| Long-term PSU Metrics | FY2023–FY2025 Result (Applied to Payout) |
|---|---|
| Cumulative Adjusted EPS (50%) | $86.35 applied |
| 3-Year Avg ROIC (25%) | 24.03% applied |
| Relative TSR vs comparator group (25%) | 93.33th percentile; rTSR portion capped at target if absolute TSR negative; floor at 35th percentile |
| PSU Payout Outcome (NEOs) | 148% of target |
Other Directorships & Interlocks
| Director | Current Public Company Boards | Notes |
|---|---|---|
| Bradley E. Lerman | 0 | No other public company boards reported |
Board limits: Directors should not serve on more than four other public company boards; the Governance & Sustainability Committee reviews commitments annually .
Expertise & Qualifications
- Legal and regulatory expertise; senior leadership of global legal, government affairs, ethics, and compliance functions .
- Experience linking compliance/legal considerations with corporate strategy and sustainability initiatives .
- Education: Harvard Law School (JD) and Yale University (BA in Economics) .
- Committee leadership: Chairs Compliance Committee overseeing principal legal/regulatory risks and certain cybersecurity/technology risks .
Equity Ownership
| Name | Shares Beneficially Owned (as of May 28, 2025) | % of Class |
|---|---|---|
| Bradley E. Lerman | 0 | <1% |
Policies and guidelines:
- Anti-hedging and pledging: Directors and officers prohibited from hedging/derivative transactions, and pledging securities as collateral .
- Director stock ownership guidelines: 6x annual board retainer within six years of joining the Board; threshold was $690,000 in FY2024 and $720,000 in FY2025 .
Governance Assessment
Key findings:
- Committee leadership and oversight: As Compliance Chair, Lerman’s remit covers regulatory excellence, CSMP oversight, significant government inquiries, and cybersecurity/technology risk coordination with Audit, aligning with McKesson’s top enterprise risks .
- Independence and attendance: Lerman is a non-employee director within an independently led board; FY2025 Board meeting attendance was 100% overall; each director met at least 75% attendance thresholds, and independent directors held executive sessions at each regular meeting .
- Director compensation: Mix is balanced between cash and equity; Lerman’s total compensation increased in FY2025 ($353,672) consistent with program retainer increases; RSUs vest upon grant but issuance is deferred until ownership guidelines are met .
- Shareholder support signals: Say-on-pay approvals were strong—2024 votes For 93,564,597; Against 10,051,796 , and 2025 votes For 91,831,997; Against 7,955,440 . Proxy summaries referenced ~89–90% support in prior year .
Potential conflicts and red flags:
- External executive role: Lerman’s Starbucks CLO role introduces time-commitment considerations; McKesson’s policy limits other public boards (he serves on none), and the Governance & Sustainability Committee monitors commitments .
- Ownership alignment: Lerman reported zero beneficially owned shares as of May 28, 2025, which may be perceived as weak “skin-in-the-game.” Note that director RSU shares are automatically deferred until ownership guidelines are met, which can impact reported beneficial ownership; anti-hedging/pledging policies mitigate misalignment risks .
- Related-party transactions: None reported in FY2024 and FY2025; Governance & Sustainability Committee administers the related party transactions policy .
Sustainability, clawback, and compensation governance:
- Recoupment policies: McKesson maintains robust clawbacks (compensation recoupment and financial restatement recoupment) with triggers including misconduct, inaccurate metrics causing harm, fraud, and reputational harm; recovery is mandatory for Section 16 officers upon restatement .
- Shareholder engagement and risk oversight: The Board and committees directly engage on AI/cybersecurity, CSMP, and regulatory matters; Compliance and Audit hold joint sessions on cybersecurity and technology risks .
Overall, Lerman’s compliance-focused expertise and committee leadership are positives for board effectiveness and risk oversight; however, his reported zero beneficial ownership is a notable alignment red flag to monitor against McKesson’s ownership guidelines and the director RSU deferral mechanics .