Britt Vitalone - Executive Vice President and Chief Financial Officer | MCKESSON (MCK) Executive Profile & Compensation

About Britt Vitalone

Executive Vice President and Chief Financial Officer of McKesson since January 1, 2018; joined McKesson in 2006 after finance leadership roles at GE Financial Assurance, CarMax, and Bausch & Lomb; holds a B.S. in Accounting (St. John Fisher) and is a CPA . In FY 2025, McKesson delivered 16% revenue growth to $359B, Adjusted EPS of $33.05, Adjusted Operating Profit of $5.6B, and Free Cash Flow of $5.2B, with stock price up ~25% during FY 2025; the FY23–FY25 PSU cycle paid at 148% with relative TSR at the 93.33rd percentile, evidencing strong value creation under Vitalone’s finance leadership . Shareholders have supported the compensation program with ~90% say‑on‑pay approval in 2024 (and ~89% in 2023) .

Past Roles

Organization	Role	Years	Strategic Impact
McKesson Corporation	EVP & CFO	Appointed Jan 1, 2018	Oversees Enterprise Finance; responsible for capital structure, financial processes/controls, investor communications; expanded in 2024 to oversight of McKesson Technology and M&A
McKesson Corporation	SVP & CFO, U.S. Pharmaceutical and McKesson Specialty Health	Not disclosed (joined 2006)	P&L finance leadership across largest distribution and specialty units
McKesson Corporation	SVP, Corporate FP&A and M&A Finance	Not disclosed	Enterprise planning and transaction finance leadership
McKesson Corporation	SVP & CFO, McKesson Medical‑Surgical	Not disclosed	Segment CFO within medical‑surgical distribution

External Roles

Organization	Role	Years	Notes
Align Technology (Nasdaq: ALGN)	Director; Audit Committee	Appointed July 2, 2025	Adds healthcare and CFO expertise to ALGN board
CNBC Global CFO Council	Member	Not disclosed	Senior CFO peer council membership

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	870,834	937,500	1,025,000
Target Bonus (% of Salary)	—	125%	125%
Actual MIP/Bonus Paid ($)	2,002,917	1,335,938	1,524,688

Performance Compensation

Annual cash incentive (MIP) is 50% Adjusted EPS, 25% Adjusted Operating Profit, 25% Free Cash Flow, with a discretionary downward-only modifier for non‑financial priorities. PSUs are 60% of LTI, with 50% 3‑yr cumulative Adjusted EPS, 25% 3‑yr avg ROIC, 25% relative TSR; RSUs are 40% of LTI and vest over 3 years .

FY 2025 MIP results: Adjusted EPS $33.01; AOP $5,610M; FCF $5,226M; payout 119% (no downward modifier applied) .
FY 2023–FY 2025 PSU results: Cumulative Adjusted EPS $86.35; Avg ROIC 24.03%; rTSR at 93.33rd percentile; payout 148%; Vitalone earned 10,105 PSUs .

Plan	Metric	Weight	Target	Actual	Payout/Outcome	Vesting
FY25 MIP	Adjusted EPS	50%	Not disclosed	$33.01	Contributes to 119% total payout	Annual cash
FY25 MIP	Adjusted Operating Profit	25%	Not disclosed	$5,610M	Contributes to 119% total payout	Annual cash
FY25 MIP	Free Cash Flow	25%	Not disclosed	$5,226M	Contributes to 119% total payout	Annual cash
FY23–25 PSUs	3‑yr Cumulative Adjusted EPS	50%	Not disclosed	$86.35	Part of 148% PSU payout	Settles after 3 years
FY23–25 PSUs	3‑yr Average ROIC	25%	Not disclosed	24.03%	Part of 148% PSU payout	Settles after 3 years
FY23–25 PSUs	rTSR vs Comparator	25%	55th pct for target	93.33rd pct	Capped at target if absolute TSR negative; not applicable here	Settles after 3 years

FY 2025 LTI grants to Vitalone: 5,106 target PSUs ($3,000,649 grant‑date value) and 3,621 RSUs ($2,000,204) granted May 23, 2024 .

Equity Ownership & Alignment

Beneficial ownership: 14,579 shares; less than 1% of outstanding .
Stock ownership policy: 3x base salary requirement; Vitalone at 14.9x, valued at $15.33M as of 3/31/2025 (stock at $672.99); executives must retain 75% of net after‑tax shares until meeting requirement .
Anti‑hedging/pledging: Directors and officers prohibited from hedging and pledging McKesson securities .

Outstanding Equity (3/31/2025)	Amount	Market/Notes
Unvested RSUs (#)	8,195	$5,515,153 at $672.99
Unearned PSUs (#)	32,617	$21,950,915 at $672.99 (disclosed as max/threshold per SEC rules)
FY23–25 Earned PSUs (#)	10,105	Settles at performance certification

Upcoming RSU vesting schedule for Vitalone (supply considerations):

Vest Date	Shares
May 21, 2025	1,207
May 23, 2025	1,475
May 24, 2025	1,623
May 21, 2026	1,207
May 23, 2026	1,476
May 21, 2027	1,207

Dividend equivalents are paid on RSUs at $0.71 per quarter, distributed when shares are issued; Vitalone received $25,871 in RSU dividend equivalent cash upon vesting in FY 2025 .

Employment Terms

Severance (non‑CIC): Covered by Executive Severance Policy; salary continuation; accelerated RSU vesting for those vesting within 6 months and continued PSU participation under certain conditions; normal retirement treatment permits continued vesting if grant >1 year old (age/service definitions vary by award date) .
Change in Control (CIC): 2.99x cash benefit (base salary + higher of target bonus or 3‑yr average bonus), 3 years of life insurance benefits, and COBRA premium gross‑up equivalent in cash; double‑trigger equity vesting; excise tax gross‑ups eliminated (best‑net cutback applies) .
Clawbacks: Broad recoupment policy for misconduct/restatements, inaccurate metrics causing significant harm, fraud/dishonesty, or conduct harming reputation; separate mandatory restatement policy under SEC/NYSE rules .

Potential payments (hypothetical separation on 3/31/2025):

Scenario	Salary/Severance ($)	MIP ($)	Equity Value Vesting ($)	Medical ($)	Total ($)
Death/Disability	—	1,524,688	16,220,405	—	17,745,093
Involuntary Termination (non‑CIC)	2,068,240	1,524,688	9,697,786	—	13,290,714
Involuntary Termination in Connection with CIC	8,317,843	1,679,806	19,890,893	52,873	29,941,415

Compensation Structure Details (Design, Mix, Governance)

FY 2025 target direct compensation: Base $1,030,000; MIP target $1,287,500 (125%); PSUs $3,000,649; RSUs $2,000,204; Total target direct comp $7,318,353 .
Program emphasizes Adjusted EPS (annual and long‑term), ROIC and relative TSR; no stock options granted “for the time being” .
Independent consultant (Korn Ferry) advises Compensation & Talent Committee; strong risk controls (caps, linear curves, downward discretion, robust ownership and recoupment) .

Deferred Compensation & Perquisites

Item	FY 2025 Amount
SRSP Executive Contributions	$100,797
SRSP Company Match	$80,638
SRSP Aggregate Balance	$897,230
DCAP Aggregate Balance	$129,481
RSU Dividend Equivalents Paid (Cash)	$25,871
Financial Counseling	$18,930
Security (ground transport)	$881
Personal Aircraft Incremental Cost	$13,413
Other Perquisites	$3,978

Performance & Track Record

FY 2025 operating results: Revenue $359B (+16%); Adjusted EPS $33.05; AOP $5.6B; FCF $5.2B .
Relative TSR for the FY23–FY25 PSU cycle at 93.33rd percentile; PSU payout at 148% .
2025 Proxy Chair letter cites ~25% stock price increase in FY 2025 and strategic portfolio actions (e.g., Rexall/Well.ca divestiture) .
In 2024, Vitalone’s scope expanded to include McKesson Technology and M&A, reflecting alignment of finance, tech enablement and portfolio transformation .

Say‑on‑Pay & Shareholder Feedback

Say‑on‑pay approvals: ~90% of votes cast in 2024; ~89% in 2023; no structural changes made to FY 2025 plan given positive feedback .
Shareholder engagement: outreach to holders of ~55% of outstanding in FY 2025; topics included executive compensation, AI/cyber, human capital .

Compensation & Incentives Summary Table (FY 2023–FY 2025)

Component ($)	FY 2023	FY 2024	FY 2025
Salary	870,834	937,500	1,025,000
Stock Awards (Grant‑Date FV)	4,000,708	4,350,396	5,000,853
Non‑Equity Incentive (MIP)	2,002,917	1,335,938	1,524,688
All Other Compensation	163,254	158,827	131,640
Total	7,037,713	6,782,661	7,682,181

Equity Ownership & Compliance

Measure	Status
Beneficial Ownership	14,579 shares; <1% of outstanding
Ownership Guideline	3x base salary; Vitalone at 14.9x ($15,326,211) as of 3/31/2025 (stock $672.99)
Hedging/Pledging	Prohibited for directors and officers
Retention	Must hold 75% of net shares until meeting guideline; must maintain once met

Employment Terms

Topic	Key Provisions
Executive Severance	Salary continuation; 6‑month window for accelerated RSU vesting and continued PSU participation; retirement treatment permits continued vesting if eligible
CIC Policy	2.99x cash multiple; 3‑year life insurance and COBRA premium cash equivalent; double‑trigger equity vesting; no excise tax gross‑ups (best‑net cutback)
Clawbacks	Broad misconduct/metric inaccuracy clawback; mandatory restatement recovery policy per SEC/NYSE

Investment Implications

Pay tightly linked to earnings power and returns: Heavy weighting to Adjusted EPS and ROIC with rigorous targets, plus outperformance on rTSR (148% PSU payout), aligns incentives with shareholder value creation; ongoing discipline reduces risk of short‑termism given larger value opportunity in long‑term PSUs .
Low retention risk near‑term: Strong ownership (14.9x guideline), meaningful unvested RSUs with defined vesting dates (2025–2027), and in‑flight PSUs (FY24–26, FY25–27) provide multi‑year retention hooks .
Limited selling pressure from hedging/pledging: Anti‑hedging/pledging policy and stock ownership/retention requirements mitigate adverse signaling from disposals; however, scheduled RSU vests and PSU settlements may modestly add to supply around vest dates .
Governance protections: Robust clawbacks, double‑trigger CIC equity treatment, elimination of excise tax gross‑ups, and best‑net cutback are shareholder‑friendly features .
Strategic execution track: Portfolio actions, technology enablement oversight (expanded CFO remit), and strong FY 2025 financials (16% revenue growth; $33.05 Adjusted EPS) support continued alignment between compensation outcomes and enterprise value creation .