Dominic Caruso
MCKESSONAbout Dominic J. Caruso
Dominic J. Caruso (age 67) is an independent director at McKesson and has served on the Board since 2018; he chairs the Audit Committee and also serves on the Compliance Committee . He is the retired EVP & CFO of Johnson & Johnson (2007–2018), bringing deep financial expertise, investor relations experience, and compliance risk oversight from senior roles at J&J/Centocor and earlier at KPMG . McKesson confirms all non-employee directors (including Caruso) are independent; only the CEO is non-independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | EVP & Chief Financial Officer | 2007–Aug 2018 | Led finance and investor relations; oversaw procurement; extensive financial and compliance risk oversight |
| Centocor (J&J company) | CFO | Joined Oct 1999 (upon merger) | Biopharma finance leadership; integration into J&J |
| KPMG | Various roles | Prior to 1999 | Audit/finance background; compliance and controls experience |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Kyndryl Holdings, Inc. | Director (public company) | Current | Only current public company board listed for past five years |
| Cystic Fibrosis Foundation | Board of Trustees | Current | Non-profit governance |
| U.S. Chamber of Commerce Global Initiative on Health and the Economy | Co-Chair (prior activity) | Prior | Government relations and policy engagement |
Board Governance
- Committee assignments: Audit Committee Chair; Compliance Committee member; designated “audit committee financial expert” .
- Independence: Independent director; McKesson states all non-employee directors are independent .
- Attendance and engagement:
- Board met 6 times in FY2025; “100% Board Meeting Attendance” reported and each director attended at least 75% of aggregate Board and committee meetings; independent directors met in executive session at every regular meeting .
- Committee activity: Audit (10 meetings, incl. 1 joint with Compliance); Compliance (4 meetings, incl. 1 joint with Audit) .
- Oversight scope (relevant to Caruso’s chair role): Audit oversees financial reporting integrity, internal controls (SOX), auditor independence/performance; coordinates with Compliance on legal/regulatory risk oversight . Compliance oversees principal legal and regulatory risks and certain cybersecurity/technology risks in coordination with Audit .
- Board structure and practices: Independent Chair; regular executive sessions; five standing committees; anti-hedging and pledging policies for directors; stock ownership guidelines .
Fixed Compensation
- Standard non-employee director compensation (FY2025):
- Annual cash retainer: $120,000 .
- Annual RSU award grant-date value: $215,000 .
- Committee Chair fees: $25,000 for Audit Chair; $20,000 for other committee chairs; Independent Chair additional $240,000 (50% cash/50% RSUs) .
| FY2025 – Caruso (Director) | Amount (USD) |
|---|---|
| Cash fees earned/paid | $143,332 |
| Stock awards (RSUs) – grant-date fair value | $215,340 |
| Total | $358,672 |
Additional equity terms for directors:
- RSUs vest upon grant; if a director has not met the stock ownership guideline by the deferral election deadline, settlement of shares underlying RSUs is automatically deferred until separation from service .
- Dividend equivalents accrue at the same per-share dividend rate (currently $0.71 quarterly) and are paid when underlying shares are issued; no interest accrual on RSUs granted after April 28, 2020 .
Performance Compensation
Non-employee directors do not receive performance-based pay; equity is delivered as RSUs and is not tied to performance metrics. No PSUs or options are disclosed for directors in FY2025 .
| Performance Element | Structure | Metrics/Notes |
|---|---|---|
| Annual incentive (directors) | None disclosed | Directors receive retainers plus RSUs; no performance metrics disclosed |
| Equity with performance (directors) | None disclosed | RSUs only; vested on grant; settlement can be deferred |
Other Directorships & Interlocks
| Company | Role | Committee Roles (If disclosed) | Notes |
|---|---|---|---|
| Kyndryl Holdings, Inc. | Director | Not disclosed | Current public company board service |
- McKesson policy: directors should not serve on more than four other public boards; Governance & Sustainability Committee reviewed all nominees’ commitments and found them compliant .
- Compensation Committee interlocks: none disclosed among McKesson’s executives and other companies’ boards during FY2025 .
Expertise & Qualifications
- Financial/accounting expertise and risk management/controls; designated Audit Committee financial expert .
- Senior executive leadership as long-tenured CFO of a global healthcare company (J&J), with investor relations and procurement oversight .
- Compliance and legal/regulatory risk oversight experience; government relations engagement .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 349 shares (beneficially owned) |
| Shares outstanding (reference) | 125,104,722 as of May 28, 2025 |
| Ownership as % of outstanding | ~0.0003% (computed from 349 / 125,104,722; source figures: ) |
| Director stock ownership guideline | 6x annual board cash retainer ($120,000) = $720,000 within six years of joining the Board |
| Anti-hedging/pledging | Directors prohibited from hedging and pledging McKesson securities |
Notes:
- Beneficial ownership table excludes deferred shares; RSUs may be deferred until separation if guideline not yet met .
- Section 16 compliance: Company reported all required insider reports timely in FY2025 except one Form 4 for another officer (no issues cited for Caruso) .
Governance Assessment
Strengths
- Audit Committee Chair with “financial expert” designation provides robust oversight of financial reporting, controls, and auditor independence; extensive CFO background enhances credibility with investors .
- Independence affirmed; no related party transactions in FY2025; strong anti-hedging/pledging posture .
- Board-level risk oversight is active in financial, compliance, and cybersecurity/technology domains, with joint Audit–Compliance sessions; high reported attendance and executive sessions each meeting bolster effectiveness .
- Shareholder alignment mechanisms include director stock ownership guidelines and equity-based director compensation; the company received ~90% support on say‑on‑pay in 2024, signaling broader governance support .
Watch items
- Disclosed beneficial ownership is de minimis (349 shares), though directors’ RSUs can be deferred until separation if guidelines have not yet been met; individual guideline compliance status is not disclosed .
- Multiple committee workload (Audit Chair plus Compliance member) implies high engagement expectations; continued monitoring of attendance and committee effectiveness remains pertinent (Audit met 10 times; Compliance 4) .