Kathleen Wilson-Thompson
MCKESSONAbout Kathleen Wilson-Thompson
Independent director at McKesson since 2022; age 67. Former EVP and Global Chief Human Resources Officer at Walgreens Boots Alliance with deep human capital and healthcare experience; holds an A.B. from the University of Michigan and J.D. and LL.M. (Corporate & Finance Law) from Wayne State University. Current McKesson committee assignments: Compensation and Talent Committee; Governance and Sustainability Committee; independence affirmed (11 of 12 nominees are independent; only the CEO is non‑independent). The Board met 6 times in FY2025 with 100% Board meeting attendance and each director attending at least 75% of aggregate Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | EVP & Global CHRO | Dec 2014 – Jan 2021 | Led global human capital strategy at a major healthcare/retail pharmacy company |
| Walgreens (pre‑WBA) | SVP & CHRO | Jan 2010 – Dec 2014 | Senior HR leadership ahead of WBA combination |
| Kellogg Company | SVP, Global HR; Chief Labor & Employment Counsel | Not disclosed | Combined legal and HR leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tesla, Inc. | Director | Current | Other public company board service |
| Wolverine Worldwide, Inc. | Director | Current | Other public company board service |
Board Governance
- Current McKesson committees: Compensation and Talent; Governance and Sustainability. Not a committee chair.
- Committee mandates (relevant to her roles):
- Compensation & Talent: executive pay design/approval, senior management succession, culture/engagement oversight, recoupment policies. Met 5 times in FY2025.
- Governance & Sustainability: board composition/refreshment, director compensation oversight, related‑party transactions policy administration, governance/sustainability oversight. Met 5 times in FY2025.
- Independence and structure: Independent Chair; 11/12 nominees independent; regular executive sessions of independent directors.
- Attendance and engagement: 6 Board meetings; 31 committee meetings; 100% Board meeting attendance; each director ≥75% aggregate attendance; all directors then serving attended the 2024 Annual Meeting.
- Shareholder alignment and policies: majority voting standard, proxy access, 15% special meeting right; anti‑hedging and anti‑pledging policy for directors and officers.
Fixed Compensation
| Component | FY2025 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $118,332 | Standard annual cash retainer is $120,000; amounts shown are fees earned/paid for FY2025 under the program (deferral options available). |
| Committee chair fees | N/A | Only chairs receive additional retainers ($20,000 for standing committees; $25,000 for Audit). She is not a chair. |
| Independent Chair premium | N/A | Applies only to Board Chair ($240,000; 50% cash/50% RSUs). |
| Expense reimbursement | Standard | Reasonable expenses reimbursed for Board/committee meetings. |
Performance Compensation
| Equity/Metric | Design | FY2025 Amount |
|---|---|---|
| Restricted Stock Units (RSUs) | Annual RSU grant with grant date fair value targeted at $215,000. RSUs vest upon grant; issuance deferred until separation if director has not met stock ownership guideline; dividend equivalents accrue until issuance. | Stock awards $215,340 (grant date fair value). |
| Performance metrics | None for directors | Director equity is time‑based; no PSU/TSR metrics apply to non‑employee directors. |
FY2025 total director compensation: $338,672 (Cash $118,332; Stock awards $215,340; All other compensation $5,000 – matching charitable contribution via McKesson Foundation).
Other Directorships & Interlocks
| Company | Type | Potential Interactions with McKesson | Notes |
|---|---|---|---|
| Tesla, Inc. | Public company board | None apparent (auto/tech; outside McKesson supply chain) | Within McKesson policy cap of ≤4 other public boards. |
| Wolverine Worldwide, Inc. | Public company board | None apparent (footwear/consumer) | Within McKesson policy cap of ≤4 other public boards. |
- Compensation committee interlocks: None; no McKesson executive served on a board where a McKesson Comp Committee member was an executive.
- Related party transactions: None reported for FY2025.
Expertise & Qualifications
- Domain expertise: Healthcare industry; sustainability and human capital management; senior executive leadership.
- Education: A.B. (University of Michigan); J.D. and LL.M. (Corporate & Finance Law) from Wayne State University.
- Board skill matrix relevance: Supports McKesson’s focus on people and culture, governance, and compliance oversight through service on Compensation & Talent and Governance & Sustainability committees.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 0 | As of May 28, 2025. Asterisk denotes <1% of shares outstanding. |
| Ownership as % of outstanding | <1% | Based on 125,104,722 shares outstanding. |
| Director ownership guideline | 6x annual Board retainer = $720,000 | Must be met within 6 years of joining the Board; if not met, RSU share issuance is deferred until separation. |
| Hedging/pledging | Prohibited for directors | Anti‑hedging and anti‑pledging policy applies to directors. |
Governance Assessment
-
Strengths
- Independent, experienced HR and legal leader on two key oversight committees (Compensation & Talent; Governance & Sustainability), aligning with investor priorities on pay, talent, culture, and governance.
- Strong board practices: independent chair, majority voting, anti‑hedging/pledging, robust recoupment policies, and 90% say‑on‑pay support in 2024, indicating investor confidence in pay governance.
- Attendance and engagement: 100% Board meeting attendance overall and ≥75% for each director; active shareholder outreach with independent director participation.
-
Watch items
- Beneficial ownership shows zero shares as of May 28, 2025; while within the six‑year guideline window (joined 2022), this may indicate lower visible “skin in the game” early in tenure. Note that RSU issuance can be deferred until ownership guideline is met, which can reduce reported beneficial ownership.
- Multi‑board service (Tesla; Wolverine) warrants ongoing monitoring for time commitments, though within McKesson’s policy limit (≤4 other public company boards).
-
Red flags
- None identified: no related‑party transactions; no compensation committee interlocks; hedging/pledging prohibited; independence affirmed.