Maria Martinez

About Maria N. Martinez

Maria N. Martinez (age 67) is an independent director of McKesson, serving since 2019, and is the retired EVP and Chief Operating Officer of Cisco Systems (Mar 2021–May 2024), following prior senior roles at Salesforce, Microsoft, Motorola, AT&T, and as CEO of Embrace Networks . She holds a B.S. in Electrical Engineering from the University of Puerto Rico and an M.S. in Computer Engineering from Ohio State University, bringing deep technology, digital transformation, and global customer experience credentials to the board .

Past Roles

External Roles

Board Governance

• Committee assignments (FY2025):
  • Governance & Sustainability Committee – Chair
  • Compliance Committee – Member
• Committee oversight focus areas:
  • Governance & Sustainability: Board composition/refreshment, board/committee evaluations, director compensation review, related party transactions policy administration, and sustainability oversight .
  • Compliance: Principal legal and regulatory compliance risks (including controlled substances oversight), significant investigations, certain cybersecurity/technology risks (with Audit), and compliance leadership oversight .
• Independence and structure:
  • Board has an Independent Chair; 11 of 12 nominees are independent; all current directors except the CEO are independent .
• Attendance and engagement:
  • FY2025: 6 Board meetings; 31 committee meetings; Board meeting attendance 100%; >75% committee attendance; all current directors then serving attended the 2024 Annual Meeting .
  • Shareholder engagement team includes the Chair of the Governance & Sustainability Committee; independent directors participated in engagements representing ~26% of shares outstanding .
• Tenure and retirement guardrails: Non‑employee directors with >12 years offer to resign; general retirement age 75 .
• Anti‑hedging/pledging: Directors prohibited from hedging, short sales, derivatives, and pledging Company securities .
• Director stock ownership guideline: 6x annual Board retainer ($120,000), i.e., $720,000, within 6 years; if not at guideline, director RSU shares are automatically deferred until separation .

Fixed Compensation (Director)

Program design (non‑employee director):

• $120,000 annual cash retainer; $215,000 annual RSU grant; $20,000 annual cash retainer for standing committee chairs (Audit Chair $25,000); Independent Chair premium $240,000 (50% cash/50% RSUs) .
• Director RSUs vest upon grant; issuance is immediate only if the director meets the ownership guideline; otherwise issuance is deferred until separation; dividend equivalents accrue until share issuance .

Maria N. Martinez – FY2025 Director Compensation

Performance Compensation

• Directors do not receive performance-based equity; annual equity is RSUs that are time‑vested (no performance metrics) .

Other Directorships & Interlocks

• McKesson policy limits service to no more than four other public company boards; her commitments comply with this policy per the Committee’s review .
• Related-party transactions: None reported for FY2025 under the Company’s Related Party Transactions Policy .

Expertise & Qualifications

• Technology and AI/Cyber: Senior leadership at Cisco, Salesforce, Microsoft; Board highlights “Technology” and “International Experience” for Martinez .
• Digital transformation, global customer success/operations expertise enhancing oversight of McKesson’s modernization and AI enablement priorities .
• Governance leadership: Chair of Governance & Sustainability Committee (board composition, evaluations, director pay, sustainability) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with chair role on Governance & Sustainability and membership on Compliance, positioning her at the center of board effectiveness, refreshment, related‑party oversight, ESG disclosure, and regulatory/compliance risk oversight (including controlled substances and certain cyber/technology risks) .
  • Strong attendance and engagement culture at McKesson: FY2025 Board attendance 100% across 6 meetings; >75% committee attendance across 31 meetings; all directors attended the 2024 Annual Meeting .
  • Robust director alignment mechanisms: rigorous anti‑hedging/pledging policy and a 6x retainer ownership guideline with RSU issuance deferral if not yet at guideline .
  • Shareholder responsiveness: Governance leadership is part of the engagement team; Board integrated shareholder feedback; 2024 say‑on‑pay support ~90% indicates overall investor confidence in pay design and oversight .

• Watch items

  • Reported beneficial ownership is modest at 349 shares; while director ownership can include deferred RSUs not issued until guideline compliance, the disclosed beneficial holdings are low, warranting ongoing monitoring of ownership alignment relative to the 6x retainer guideline and time in role .
  • Multiple outside board commitments (Bank of America, Tyson) are within McKesson’s limits (≤4 additional boards) and reviewed by the Governance & Sustainability Committee, but time demands should be monitored given her committee chair role at McKesson .
  • No related‑party transactions disclosed for FY2025; maintain vigilance given potential ecosystem overlaps via her external roles; policy oversight sits with the committee she chairs .

Overall signal: Martinez brings scale technology and transformation experience aligned with McKesson’s digital/AI and compliance oversight priorities, with strong governance positioning (committee chair and compliance member). Attendance, independence, anti‑hedging/pledging, and ownership guidelines are positives; continued tracking of her ownership progression versus the guideline and time‑commitment balance is advisable .