Julie Gerberding
MCKESSONAbout Julie L. Gerberding, M.D., M.P.H.
Independent non-employee director at McKesson (director since 2025; effective February 3, 2025). Age 69. CEO of the Foundation for the National Institutes of Health; former EVP & Chief Patient Officer and former President of Vaccines at Merck; former Director of the U.S. CDC. She brings deep healthcare industry, federal health policy, and compliance/risk oversight expertise; currently serves on McKesson’s Compensation & Talent and Compliance Committees. Eleven of twelve director nominees are independent; the Board met six times in FY2025 with 100% board meeting attendance and at least 75% attendance at aggregate meetings by each director then serving. Non-employee directors must reach stock ownership of 6x the $120,000 cash retainer ($720,000) within six years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for the National Institutes of Health (FNIH) | Chief Executive Officer | Current | Leads public–private partnerships across NIH, academia, life sciences and patient groups |
| Merck & Co. | EVP & Chief Patient Officer (oversaw patient engagement, strategic comms, global public policy, population health) | 2014–2022 | Senior executive; directed policy and patient strategy |
| Merck & Co. | President, Vaccines | 2010–2014 | Expanded global access to vaccines |
| U.S. Centers for Disease Control and Prevention | Director | 2002–2009 | Led U.S. federal public health agency |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HilleVax, Inc. | Director (public company) | Current | Other public board service |
| Cerner Corporation | Director (public company) | 2017–2022 | Past public board service |
| National Health Council | Director | Current | Non-profit board |
| Mayo Clinic | Board of Directors | Current | Non-profit board |
| Case Western Reserve University | Board of Trustees | Current | Member, Research & Tech Transfer Committee |
Board Governance
- Committee assignments: Compensation & Talent Committee (member); Compliance Committee (member).
- Committee mandates (selected):
- Compensation & Talent: Oversees exec comp design and payouts, succession planning, culture and talent development; enforces compensation recoupment policies. Five meetings in FY2025.
- Compliance: Oversees principal legal/regulatory compliance risks (including controlled substance distribution), significant investigations, certain cyber/technology risks; four meetings in FY2025 (incl. joint with Audit).
- Independence: With the exception of the CEO, all current directors and nominees are independent; 11 of 12 nominees independent.
- Attendance: Board met 6 times; directors then serving attended at least 75% of aggregate Board/committee meetings; 100% Board meeting attendance; 31 total committee meetings.
- Executive sessions: Independent directors met in executive session at every regular Board meeting.
- Tenure/refresh: Elected February 3, 2025. Board uses third-party for evaluations and maintains 12‑year term limit policy and age 75 retirement guideline.
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director retainer (program design) |
| Annual RSU grant (target) | $215,000 | Standard non-employee director RSU grant; vests upon grant; delivery deferred if ownership guideline unmet |
| Committee chair retainers | $20,000 (standing committee), $25,000 (Audit) | If applicable; not applicable to Gerberding in FY2025 |
| Independent Chair premium | $240,000 (50% cash/50% RSUs) | Applies only to Independent Chair |
| Gerberding – Fees earned (cash) | $19,000 | Prorated for Feb. 3, 2025 start |
| Gerberding – Stock awards (RSUs) | $104,841 | Prorated RSU grant value |
| Gerberding – Total FY2025 | $123,841 | Cash + RSUs; no “All Other Comp” |
Additional details:
- RSUs are vested upon grant; if director has not met ownership guidelines (6x retainer = $720,000), share issuance is automatically deferred until separation; dividend equivalents accrue at the $0.71 quarterly rate.
- Deferred compensation: Directors may defer up to 100% of cash retainers into DCAP III with minimum five-year deferral; default interest = 120% long-term AFR.
Performance Compensation
- None. McKesson directors receive cash retainers and time-based RSUs; no option awards, no performance-conditioned equity, and no variable/bonus tied to financial metrics for directors.
Other Directorships & Interlocks
| Person/Entity | Nature | Notes |
|---|---|---|
| HilleVax, Inc. | Current public company directorship | Healthcare; no related-party transactions disclosed with McKesson in FY2025 |
| Cerner Corporation | Prior public company board (2017–2022) | Past role concluded before FY2025 |
| Compensation Committee interlocks | None reported | Committee (incl. Gerberding) had no interlocks; no members were MCK officers in FY2025 |
Expertise & Qualifications
- Healthcare industry leadership (Merck vaccines/patient policy; CDC Director) and federal health policy expertise; risk management and compliance focus.
- Committee alignment: Compensation & Talent (pay design, talent strategy) and Compliance (regulatory/cyber oversight).
- Education: MD and undergraduate degrees from Case Western Reserve University; MPH from UC Berkeley.
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Julie L. Gerberding | 0 | <1% | As of May 28, 2025; beneficial ownership excludes deferred shares; directors must reach 6x retainer ($720,000) within six years |
- Anti-hedging/pledging: Directors are prohibited from hedging, short sales, derivative transactions on MCK, and pledging MCK shares.
- Stock ownership guideline for directors: 6x $120,000 cash retainer = $720,000; six-year compliance window.
Governance Assessment
- Strengths:
- Relevant domain expertise (vaccines, public health, policy), positioned on high-impact committees (Compensation & Talent; Compliance) where that expertise is additive to pay, talent, compliance, and cyber/technology risk oversight.
- Independent non-employee director; Board-level structure features independent Chair, regular executive sessions, robust evaluation and refreshment processes.
- No related-party transactions in FY2025; strong anti-hedging/pledging policy for alignment.
- Compensation Committee governance: uses independent consultant (Korn Ferry), robust recoupment policies, no interlocks; say-on-pay garnered ~90% support at 2024 meeting.
- Watch items (not red flags):
- Early-stage ownership alignment: zero beneficially owned shares as of May 28, 2025; however, directors have six years to meet the $720,000 guideline and RSU delivery can be deferred until guideline met. Monitor build toward guideline in subsequent filings.
- No identified red flags:
- No attendance issues at Board level; committees active.
- No disclosed related-party dealings, tax gross-ups for directors, or option repricing; director pay structure is plain-vanilla (cash + time-based RSUs).
Appendix: Board & Committee Context (for investors)
- Compensation & Talent Committee scope includes pay design, succession, culture/talent, and recoupment enforcement; FY2025 MIP/PSU metrics emphasize Adjusted EPS, AOP, FCF, ROIC, and rTSR at the executive level; say-on-pay support ~90% in 2024.
- Compliance Committee scope spans principal legal/regulatory risks (incl. controlled substances), major investigations/litigation, and certain cyber/technology risks, with joint sessions with Audit.
All citations:
- Director background, committees, age, education, other boards:
- Independence status, attendance, executive sessions, meetings:
- Election date:
- Director compensation program, retainers, equity, deferral, dividend equivalents, ownership guideline:
- Individual FY2025 director compensation:
- Anti-hedging/pledging policy:
- Related-party transactions:
- Beneficial ownership table:
- Committee responsibilities (Compensation & Talent; Compliance):
- Compensation Committee interlocks:
- Say-on-pay approval: