Kevin Ozan
MCKESSONAbout Kevin Ozan
Kevin M. Ozan (age 62) is an independent director of McKesson, serving since 2024; he is a retired Executive Vice President and Chief Financial Officer of McDonald’s Corporation and holds a BBA in Accounting from the University of Michigan and an MBA from Northwestern University’s Kellogg School of Management . He chairs McKesson’s Finance Committee and serves on the Audit Committee, where he is designated an “audit committee financial expert,” underscoring deep finance, M&A, risk management, and international operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Executive Vice President & Chief Financial Officer | Mar 2015 – Aug 2022 | Led global finance, investor relations, risk management; international operations experience |
| McDonald’s Corporation | Senior Executive Vice President, Strategic Initiatives | Sep 2022 – Jun 2023 | Strategic projects oversight; enterprise initiatives |
| Ernst & Young | Audit and M&A practices | “Over a decade” (dates not specified) | Audit/M&A transaction experience; financial controls |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Hershey Company | Director (public) | Current | Current public company board; no other public boards in past five years disclosed |
| Cineworld | Director (private) | Current | Private company; one of the largest cinema businesses globally |
Board Governance
- Committee assignments: Finance Committee Chair; Audit Committee member (designated audit committee financial expert) .
- Committee activity: Audit Committee met 10 times in FY 2025 (includes one joint meeting with Compliance); Finance Committee met 5 times in FY 2025 .
- Independence and structure: All current directors except the CEO are independent; McKesson maintains an independent Chair structure (independent since 2019) .
- Attendance and engagement: The Board met six times in FY 2025; each director then serving attended at least 75% of aggregate Board and committee meetings; independent directors held executive sessions at every regular Board meeting; all current directors then serving attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Program Terms (FY 2025) | Kevin Ozan – FY 2025 Amount |
|---|---|---|
| Annual cash retainer (non-employee director) | $120,000 | $133,332 (includes committee chair cash; reflects proration/timing) |
| Committee chair fee | $25,000 for Audit Chair; $20,000 for other committee chairs (e.g., Finance) | Included in “Fees Earned” |
| Annual equity (RSUs) | $215,000 grant date fair value (units = $215,000 ÷ closing price; cap 5,000 units) | $215,340 (grant date fair value) |
| Independent Chair premium | $240,000 (50% cash / 50% RSUs) | Not applicable |
| Total FY 2025 | — | $348,672 (cash + stock) |
Notes:
- Directors may defer up to 100% of cash retainers via DCAP III; default interest rate if no investment selection equals 120% of the long-term AFR; minimum deferral period five years; distribution rules per separation/retirement status .
Performance Compensation
- McKesson’s non-employee director compensation is not performance-conditioned; annual RSUs are fully vested upon grant (directors meeting ownership guidelines receive shares at grant; otherwise issuance is automatically deferred until separation) .
- Dividend equivalents accrue on director RSUs at the same rate as common shareholders ($0.71 per share quarterly at present) and are paid when shares are issued; interest accrual on dividend equivalents was eliminated for awards granted after April 28, 2020 .
| Performance Metrics Tied to Director Pay | Details |
|---|---|
| None (no performance-vesting) | Director RSUs vest upon grant; no TSR/financial/ESG metrics apply |
Other Directorships & Interlocks
- Current public company board: The Hershey Company (Director) .
- Interlocks/conflicts: No related-party transactions for FY 2025; no interlocks with McKesson’s key customers/suppliers disclosed .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive financial/accounting background, internal controls, and risk oversight .
- Strategic finance, M&A, and international operations expertise from senior roles at McDonald’s and EY .
- Qualifications highlighted by McKesson: Financial expertise and international experience .
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | 15 shares as of May 28, 2025 (<1% of class) |
| Ownership guidelines | Directors expected to own shares equal to 6x annual Board retainer ($720,000) within six years of joining the Board . |
| Vested vs. issued | Director RSUs vest upon grant; if guideline not yet met at election cut-off, share issuance is automatically deferred until separation . |
| Dividends on RSUs | Dividend equivalents accrue at $0.71 per share each quarter; paid upon share issuance . |
| Hedging/pledging | Hedging and pledging of McKesson stock are prohibited for directors . |
| Insider trading controls | Directors are subject to McKesson’s insider trading policy with additional trading restrictions . |
Governance Assessment
-
Positive signals:
- Finance Committee Chair plus Audit member/financial expert status indicate strong board-level financial oversight; both committees were active in FY 2025 (10 Audit and 5 Finance meetings), supporting board effectiveness in M&A, capital structure, and risk oversight .
- Independence affirmed; robust governance structures (independent Chair, regular executive sessions, majority voting) and strong engagement/attendance disclosures bolster investor confidence .
- No related-party transactions identified for FY 2025; anti-hedging/pledging policies reduce alignment risk .
- Broader shareholder context: Say-on-pay received ~90% support at the 2024 Annual Meeting, indicating positive investor sentiment toward compensation governance generally .
-
Watch items / potential flags:
- Reported beneficial ownership is low (15 shares), which may appear as limited “skin in the game”; however, McKesson’s policy defers RSU share issuance until ownership guidelines are met, and tenure is recent (director since 2024), so reported holdings may understate economic exposure during the buildup period within the six-year guideline window .
Overall, Ozan’s deep CFO experience, designation as an audit committee financial expert, and chairing of the Finance Committee support strong financial oversight and capital allocation governance with no apparent conflicts; continued monitoring of ownership accumulation toward the six-times-retainer guideline is prudent .