Donald Knauss
MCKESSONAbout Donald R. Knauss
Donald R. Knauss (age 74) is Independent Chair of McKesson’s Board, serving as a director since 2014 and as Independent Chair since April 2022; he chairs the Compensation and Talent Committee and sits on the Finance and Governance & Sustainability Committees, bringing deep operating experience from Clorox (Chairman/CEO), Coca-Cola, PepsiCo, and Procter & Gamble, plus military leadership as a U.S. Marine Corps officer . He is classified as an independent director under NYSE and McKesson standards (11 of 12 nominees are independent), and he presides over executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Chairman & CEO | Oct 2006 – Nov 2014 | Board leadership; operational and strategic planning |
| The Clorox Company | Executive Chairman | Nov 2014 – Jul 2015 | Oversight of management transition |
| The Coca-Cola Company | EVP; President & COO, Coca-Cola North America | Feb 2004 – Sep 2006 | Large-scale operations; distribution and retail experience |
| PepsiCo, Inc. | Various marketing/sales positions | Not disclosed | Consumer/retail operating expertise |
| Procter & Gamble | Various marketing/sales positions | Not disclosed | Brand and go-to-market experience |
| United States Marine Corps | Officer | Not disclosed | Leadership and discipline credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellanova (formerly Kellogg Company) | Director | Current | Public company board service |
| Target Corporation | Director | Current | Retail and pharmacy-adjacent sector exposure |
| University of San Diego | Board of Trustees | Current | Community/academic governance |
Board Governance
- Independent Chair since April 2022; presides at Board and annual meetings, leads CEO evaluation, sets agendas, assigns committee roles, and engages with shareholders .
- Committee assignments: Compensation and Talent (Chair), Finance, Governance & Sustainability; responsibilities include pay design, succession planning, capital structure oversight, and governance/related-party transaction policy administration .
- Attendance and engagement: FY2025 had 6 Board meetings with 100% Board and annual meeting attendance, 31 total committee meetings (>75% attendance across committees), and executive sessions at every regular Board meeting .
- Shareholder engagement: Board outreach to holders of ~55% of outstanding stock; engagement with ~34%; Independent Chair and Governance Chair joined meetings representing ~26% of outstanding stock .
- Independence and oversight: 11 of 12 nominees are independent; Board maintains an independent chair structure since 2019; robust risk oversight including AI/cybersecurity and controlled substances distribution .
- Tenure/retirement policies: Directors with >12 years must offer to resign; non-employee directors generally not re-nominated if age 75 by next annual meeting .
Fixed Compensation
| Component | Policy/Amount | FY2025 for Knauss | Notes |
|---|---|---|---|
| Annual Cash Retainer | $120,000 | Included in fees | Standard cash retainer for non-employee directors |
| Committee Chair Fee (Compensation & Talent) | $20,000 (Audit Chair $25,000) | Included in fees | Pay for chairing standing committee (ex-Audit) |
| Independent Chair Premium | $240,000 (50% cash / 50% RSUs) | Included in cash and stock | Additional compensation aligned to role |
| Annual RSU Grant | ~$215,000 grant-date fair value | Included in stock awards | RSUs vest upon grant (issuance may be deferred if guideline not met) |
| Dividend Equivalents on RSUs | $0.71 per share per quarter | Applies to director RSUs | Paid when shares are issued; no interest accrual post 4/28/2020 grants |
| FY2025 Director Compensation (Knauss) | — | Cash: $258,332; Stock Awards: $335,659; Total: $593,991 | ASC 718 fair value for stock awards |
Performance Compensation
| Feature | Details | Applicability to Directors |
|---|---|---|
| Performance-based equity | PSU metrics (Adjusted EPS, ROIC, rTSR) used for executives | Not used for directors; directors receive RSUs that vest upon grant |
| Options | Discontinued | No option grants for directors |
| Dividend equivalents | $0.71 per share quarterly, paid upon share issuance | Applies to director RSUs |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | Kellanova; Target Corporation |
| McKesson policy on external boards | Directors should not serve on more than four other public company boards in addition to McKesson; notice required for new roles |
| Compliance with board service policy | Knauss currently serves on two other public boards (within policy limit) |
| Related-party transactions FY2025 | None; Company reports no related party transactions for FY2025 |
| Compensation committee interlocks | None; no officer interlocks with other companies’ compensation committees in FY2025 |
Expertise & Qualifications
- Human capital management, distribution/supply chain, board leadership, and international retail experience; significant public company board experience .
- As Independent Chair, provides independent oversight of strategy, risk (AI/cybersecurity, controlled substances), and governance processes .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 2,069 shares; less than 1% of class (125,104,722 shares outstanding as of May 28, 2025) |
| Family/trust holdings | Includes 1,296 shares held by immediate family/trusts; some disclaimed |
| Director stock ownership guideline | Six times annual cash retainer ($720,000) within six years of joining Board |
| Anti-hedging/pledging | Hedging and pledging of Company stock prohibited for directors and officers |
Insider Trades
| Date (Earliest Event) | Filing Date | Form | Summary |
|---|---|---|---|
| Jul 30, 2025 | Jul 31, 2025 | Form 4 | Statement of changes in beneficial ownership; filed by Donald R. Knauss (Director) |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay received approximately 90% support; Compensation and Talent Committee maintained program design for FY2025 in light of positive feedback .
- 2025 Annual Meeting votes: say-on-pay For 91,831,997; Against 7,955,440; Abstentions 769,779; broker non-votes 10,344,141 .
- Shareholder engagement: Independent Chair participated in governance meetings with shareholders representing ~26% of outstanding stock .
Compensation Committee Analysis
- Committee responsibilities include pay philosophy oversight, succession planning, executive compensation decisions, equity plan administration, risk-assessment of pay plans, and enforcement of recoupment policies .
- Independent compensation consultant (Korn Ferry) engaged; $335,000 in FY2025 fees; annual independence certification; consultant attended all committee meetings .
- Robust clawback framework: Compensation Recoupment Policy (misconduct, inaccurate measures, fraud, reputational harm) and mandatory Financial Restatement Recoupment Policy (Section 10D/NYSE rules) .
Governance Assessment
- Strengths: Independent Chair with defined duties; full attendance; strong shareholder engagement; robust anti-hedging/pledging and clawback policies; director ownership requirements; no related-party transactions in FY2025—supportive of board effectiveness and investor confidence .
- Potential watch items: Retirement age policy (75) and 12-year tenure offer-to-resign rule suggest probable future refresh considerations given Knauss’s age (74) and service length; however, Board emphasizes ongoing refresh and evaluation processes .
- Shareholder signals: Strong say-on-pay support and detailed disclosure of pay metrics for executives; ongoing governance dialogue led by Independent Chair .
Board Governance (Voting Outcome Snapshot)
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Donald R. Knauss | 95,767,822 | 4,650,316 | 139,078 | 10,344,141 |