James Hinton
MCKESSONAbout James Hinton
James H. Hinton (age 66) is an independent director of McKesson Corporation, serving since 2022. He is an Operating Partner at Welsh, Carson, Anderson & Stowe and formerly served as CEO of Baylor Scott & White Health (2017–2021) and Presbyterian Healthcare Services (1995–2016). Hinton holds an MHA from Arizona State University and a BA in Economics from the University of New Mexico, and brings broad healthcare operations, compliance, private equity, and M&A expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor Scott & White Health | Chief Executive Officer | 2017–2021 | Led largest not-for-profit health system in Texas |
| Presbyterian Healthcare Services | Chief Executive Officer | 1995–2016 | Led New Mexico’s largest not-for-profit system; developed integrated systems |
| American Hospital Association | Board of Trustees member; Chair | Chair in 2014 | National healthcare policy and industry leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welsh, Carson, Anderson & Stowe | Operating Partner | Current | Private equity operations in healthcare; relevant M&A and compliance perspective |
| AMN Healthcare Services, Inc. | Director | Current | Public company directorship; no additional roles disclosed |
Board Governance
| Item | Details |
|---|---|
| Committee memberships | Compensation and Talent Committee; Finance Committee (member, not chair) |
| Independence | Independent director; McKesson board has 11 of 12 independent nominees; all current directors other than the CEO are independent |
| Attendance (FY2025) | Board met 6 times; each director attended at least 75% of Board and committee meetings; independent directors held executive sessions at every regular Board meeting; all current directors attended the 2024 Annual Meeting |
| Board leadership | Independent Chair structure (Donald R. Knauss) with regular executive sessions and oversight of CEO performance |
| Other governance policies | Director tenure offer to resign after >12 years; retirement age 75; limit of ≤4 other public boards; proxy access; majority voting; anti-hedging/pledging |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $118,332 | Annual director cash retainer generally $120,000; Hinton’s actual paid/earned shown here |
| Stock Awards (RSUs) – grant date fair value | $215,340 | Annual non-employee director RSU program targets ~$215,000; Hinton’s actual grant-date fair value shown here |
| All Other Compensation | $0 | No other compensation disclosed for Hinton |
- Director program structure: $120,000 annual cash retainer; ~$215,000 annual RSU grant; supplemental cash/RSU only for Independent Chair and committee chairs (not applicable to Hinton) .
Performance Compensation
| Comp Element | Performance Metrics | Vesting/Issuance | Other Terms |
|---|---|---|---|
| RSUs (Directors) | None (directors do not have performance-based equity) | RSUs vest upon grant; if ownership guidelines met, shares issued on grant date; otherwise, issuance deferred until separation from service | Dividend equivalents accrue at $0.71 per share per quarter and are paid when shares are issued; no interest accrual on awards granted after April 28, 2020 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | AMN Healthcare Services, Inc. |
| Prior public boards (past 5 years) | None disclosed for Hinton |
| Committee interlocks | Compensation & Talent Committee disclosed no interlocks or insider participation issues in FY2025; no executives sat on boards with reciprocal executive overlaps |
Expertise & Qualifications
- Healthcare industry operations and compliance, including leading complex systems and integrating delivery models .
- Private equity, M&A, and development of integrated systems—valuable for capital allocation and portfolio oversight .
- Governance and policy experience (AHA Board Chair) aligning with regulatory and risk oversight needs .
Equity Ownership
| Policy/Practice | Details |
|---|---|
| Director stock ownership guideline | 6x annual Board retainer within six years; currently $720,000 threshold |
| Anti-hedging/pledging | Directors prohibited from hedging, pledging, short sales, and certain derivatives related to McKesson stock |
| RSU issuance mechanics | If guideline met by the end of deferral election period, RSU shares are issued on grant date; otherwise issuance deferred until separation |
| Dividend equivalents on RSUs | $0.71 per share quarterly; paid upon share issuance; no interest accrual post-4/28/2020 grants |
Individual beneficial ownership amounts for Hinton were not provided in the cited excerpts; McKesson includes a “Beneficial Stock Ownership of Directors and Executive Officers” section elsewhere in the proxy .
Governance Assessment
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Strengths and alignment
- Independent director with deep healthcare operator background; sits on Compensation and Talent and Finance Committees—roles central to pay-for-performance oversight, capital structure, and risk management .
- Board governance quality signals: independent chair; regular executive sessions; robust stock ownership guidelines and anti-hedging/pledging; strong shareholder support for say-on-pay (~90% approval in 2024) .
- Committee infrastructure explicitly oversees compliance, cybersecurity/technology risks, executive compensation design and risk mitigation; use of independent compensation consultant (Korn Ferry; $335,000 fees in FY2025) .
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Potential conflicts and red flags
- Private equity role at Welsh, Carson, Anderson & Stowe could pose situational conflicts if portfolio companies interact with McKesson’s supply chain; however, McKesson reported no related party transactions in FY2025 and maintains a formal related party transactions policy .
- Director service load appears compliant with McKesson’s limit (≤4 other public boards), and no interlocks were identified in FY2025 disclosures .
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Attendance and engagement
- Board met 6 times in FY2025; each director attended at least 75% of aggregate Board/committee meetings; independent directors met in executive session at every regular meeting; all directors attended the 2024 Annual Meeting—supporting board effectiveness .
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Overall implication for investor confidence
- Hinton’s healthcare operator experience and committee roles are well-aligned with McKesson’s strategic and risk profile. Governance structures (independent chair, ownership requirements, anti-hedging) and strong say-on-pay outcomes support investor confidence, while the PE affiliation warrants ongoing monitoring for potential conflicts—mitigated by McKesson’s RPT policy and FY2025 “no related party transactions” disclosure .