Lynne Doughtie
MCKESSONAbout Lynne M. Doughtie
Independent director of McKesson since 2025; age 62. Former Chair and CEO of KPMG U.S. (2015–2020), the firm’s first woman to hold both roles; earlier led KPMG’s advisory business after joining the audit practice in 1985. She holds a B.S. in accounting from Virginia Tech/Pamplin College and is a certified public accountant. Current committee assignments: Audit (designated audit committee financial expert) and Finance; other current public boards: The Boeing Company and Workday, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG U.S. | Chair and CEO | 2015–2020 | Led firm strategy and operations; member of KPMG Global Board and Executive Committee; deep accounting, finance, risk oversight experience |
| KPMG U.S. | Advisory Business Leader; prior Audit practice | 1985–2015 | Lead engagement partner; broad industry exposure including technology, healthcare, financial services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Director | Current | Not disclosed in MCK proxy |
| Workday, Inc. | Director | Current | Not disclosed in MCK proxy |
Board Governance
- Independence: McKesson reports 11 of 12 nominees as independent; Doughtie is a non‑employee independent director under NYSE and company standards.
- Committee assignments: Audit Committee (financial expert designation) and Finance Committee. Audit met 10 times (incl. one joint meeting with Compliance); Finance met 5 times in FY 2025.
- Board/committee attendance: Board met 6 times; each director then serving attended at least 75% of Board and relevant committee meetings; 100% Annual Meeting attendance in 2024.
- Onboarding/education: Director orientation program; FY 2025 board received digital mindset training supporting oversight of technology and AI risk.
- Stock ownership guidelines: Non‑employee directors must hold McKesson shares or equivalents equal to 6x annual Board cash retainer ($720,000) within six years of joining; issuance of RSU shares is deferred until guidelines are met.
- Anti‑hedging/pledging: Directors prohibited from hedging, short sales, derivative transactions, and pledging McKesson securities.
Fixed Compensation
| Compensation Element | FY 2025 | Notes |
|---|---|---|
| Standard annual cash retainer (non‑employee director) | $120,000 | Company‑wide structure |
| Committee chair fees | $20,000 (standing committees except Audit), $25,000 (Audit) | Company‑wide structure; Doughtie did not chair in FY 2025 |
| Independent Chair premium | $240,000 (50% cash/50% RSUs) | Company‑wide structure; not applicable to Doughtie |
| Doughtie – Fees earned in cash | $19,000 | Prorated for initial election on Feb 3, 2025 |
Performance Compensation
| Equity Element | FY 2025 Value | Vesting / Terms | Dividend Equivalents |
|---|---|---|---|
| Annual RSU grant (non‑employee director) | $215,000 grant policy; Doughtie received $104,841 (prorated) | RSUs vest upon grant; shares issued only if stock ownership guideline met; else deferred until separation | |
| RSU dividend equivalents (directors) | $0.71 per share per quarter | Credited and paid upon share issuance; no interest accrual for awards granted after Apr 28, 2020 |
Other Directorships & Interlocks
| Company | Nature of Relationship to McKesson | Potential Interlock/Conflict |
|---|---|---|
| The Boeing Company | Unrelated industry | None disclosed in related party review |
| Workday, Inc. | Enterprise software; may be a service provider in general, but proxy does not disclose a transaction | None disclosed in related party review |
Related party transactions: McKesson’s policy requires approval for transactions involving directors and immediate family; none reported for FY 2025.
Expertise & Qualifications
- Financial/accounting expertise; designated Audit Committee financial expert.
- Risk management and controls oversight from executive leadership in professional services.
- Technology/cyber/AI oversight experience noted in board skills framework; broad global/international perspective.
- Healthcare industry exposure from KPMG advisory/clients; governance and public company board service.
Equity Ownership
| Measure | Value | As of / Notes |
|---|---|---|
| Beneficial ownership (shares) | 0 | As of May 28, 2025; “—” indicates less than 1%/no reported beneficial shares |
| Ownership guideline (directors) | $720,000 (6x $120,000 retainer) | Must meet within 6 years; RSU share issuance deferred until guideline met |
| Hedging/pledging status | Prohibited | Per insider trading and governance policies |
Insider Trades
| Date | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | No transactions disclosed for Doughtie in proxy | — | — | Section 16(a) compliance note lists one late Form 4 for an executive (not Doughtie); no Doughtie trades disclosed |
Governance Assessment
- Board effectiveness signal: Placement on Audit and Finance (with audit financial expert designation) strengthens oversight of financial reporting, internal controls, third‑party risk, capital structure, and major transactions.
- Independence and attendance: Independent status with strong board‑level attendance metrics and robust education/onboarding supports investor confidence in engagement quality.
- Alignment and safeguards: Director equity retainer structure with RSUs, strict anti‑hedging/pledging, and stringent stock ownership guidelines bolster alignment; issuance of RSU shares deferred until guideline compliance adds discipline.
- Conflicts: No related‑party transactions reported for FY 2025; external boards (Boeing, Workday) present no disclosed conflicts or transactions with McKesson.
- Compensation context: Director pay is simple and transparent (cash + RSUs), with committee chair premiums only when applicable; Doughtie’s FY 2025 compensation was prorated due to February appointment.
- Shareholder sentiment: Executive say‑on‑pay approved with ~90% support in 2024, indicating broader confidence in compensation governance overseen by independent directors.
RED FLAGS: None disclosed specific to Doughtie; no related‑party transactions, no hedging/pledging, and no insider trade anomalies reported in the proxy. Continued monitoring advised for any Workday service relationships or Boeing engagements that could create perceived conflicts, though none are disclosed.