Roy Dunbar
MCKESSONAbout W. Roy Dunbar
Independent director at McKesson since 2022; age 64. Former CEO and Chairman of Network Solutions (2008–2010), President of Global Technology & Operations at MasterCard (2004–2008), and senior roles at Eli Lilly including CIO, VP of IT, and President of the Intercontinental region. Education: Pharmacy degree (Manchester University, UK) and MBA (Manchester Business School). Brings technology, operations, healthcare, data governance/cybersecurity, sustainability, and international oversight experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Network Solutions, LLC | Chief Executive Officer and Chairman | 2008–2010 | Led IT service management company |
| MasterCard | President, Global Technology & Operations | 2004–2008 | Responsible for global payments platform and operations |
| Eli Lilly and Company | CIO; VP of IT; President, Intercontinental Region | Over a decade | Accountable for international operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corp. | Director (current) | Not disclosed | Not disclosed |
| Johnson Controls International plc | Director (current) | Not disclosed | Not disclosed |
| SiteOne Landscape Supply, Inc. | Director (current) | Not disclosed | Not disclosed |
| Humana Inc. | Director (past) | 2005–2020 | Not disclosed |
Board Governance
- Independence: McKesson reports 11 of 12 director nominees are independent; all current directors except the CEO are independent. Dunbar is listed as an independent director .
- Committee assignments (FY2025): Member, Compliance Committee; Member, Governance & Sustainability Committee. Served on Audit Committee until May 22, 2025 .
- Attendance: FY2025 Board met 6 times; Board reports 100% Board meeting attendance and >75% committee attendance overall; each director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Independent Chair since 2019; current Independent Chair is Donald R. Knauss (since April 2022) .
- Education/engagement: Formal director orientation and ongoing education; FY2025 included “digital mindset” training for directors .
- Anti-hedging/pledging: Directors prohibited from hedging, short sales, derivatives in company stock, and pledging company securities .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | 118,332 | 215,340 | 333,672 |
| FY2024 | 115,000 | 200,083 | 315,083 |
- Program structure (non-employee directors): $120,000 annual cash retainer; annual RSU grant targeted at ~$215,000 grant-date fair value; supplemental fees: Independent Chair premium $240,000 (50% cash/50% RSUs); Committee Chair retainers $25,000 (Audit) and $20,000 (other standing committees) .
- Expenses/perquisites: Reasonable expenses reimbursed; “All Other Compensation” for Dunbar shows “—” in FY2025 (no perquisite or other compensation recorded) .
Performance Compensation
- Directors do not have performance-based pay at McKesson; annual RSUs are time-based and vested upon grant (subject to deferral mechanics tied to ownership guideline compliance) .
- Dividend equivalents: RSUs accrue dividend equivalents at $0.71 per share per quarter; dividend equivalents are paid when shares are issued. Interest accrual on dividend equivalents eliminated for RSUs granted after April 28, 2020 .
Other Directorships & Interlocks
| Company | Relationship to McKesson | Potential Interlock/Conflict Notes |
|---|---|---|
| Duke Energy, Johnson Controls, SiteOne Landscape Supply | Unrelated sectors (utility, building tech, landscaping) | No McKesson-related party transactions in FY2025; policy requires approval/ratification of related party deals . FY2024 also reported no related party transactions . |
Expertise & Qualifications
- Technology/operations leadership; data governance and cybersecurity expertise .
- Healthcare industry exposure from Eli Lilly leadership roles .
- Sustainability and human capital management experience .
- International operations accountability across prior executive roles .
Equity Ownership
| Item | Value/Status |
|---|---|
| Beneficial ownership of MCK common stock (as of May 28, 2025) | — shares; less than 1% of class |
| Director stock ownership guideline | 6× annual Board retainer ($120,000), i.e., $720,000 in shares/share equivalents, within six years of joining Board |
| RSU issuance/deferral | RSUs vest on grant; if guideline not met, share issuance automatically deferred until separation. If guideline met, shares are delivered at grant unless director elects to defer |
| Anti-hedging/pledging | Directors prohibited from hedging and pledging company stock |
Insider Trades (Form 4 – Dunbar)
| Filing Date | Transaction Date | Type | Securities Transacted | Security | Post-Transaction Owned | Source |
|---|---|---|---|---|---|---|
| 2025-07-31 | 2025-07-30 | A (Award) | 301 | RSUs | 301 | https://www.sec.gov/Archives/edgar/data/927653/000092765325000089/0000927653-25-000089-index.htm |
| 2024-08-01 | 2024-07-31 | A (Award) | 349 | RSUs | 349 | https://www.sec.gov/Archives/edgar/data/927653/000106299324014307/0001062993-24-014307-index.htm |
| 2023-07-25 | 2023-07-21 | A (Award) | 483 | RSUs | 483 | https://www.sec.gov/Archives/edgar/data/927653/000106299323015295/0001062993-23-015295-index.htm |
Governance Assessment
- Strengths: Independent director; sits on Compliance and Governance & Sustainability committees—aligned with oversight of legal/regulatory, cybersecurity, governance and ESG disclosure frameworks . Board-level attendance signals strong engagement in FY2025; Board reported 100% Board meeting attendance and >75% committee attendance overall . Anti-hedging/pledging policy and robust ownership guidelines support alignment with shareholders . No related party transactions reported in FY2025 and FY2024, reducing conflict risk . Shareholder support for executive pay (approx. 90% approval at 2024 meeting) reflects wider confidence in governance practices .
- Watch items: Reported beneficial ownership of common stock is “—” as of May 28, 2025, which may reflect deferred issuance of RSUs under the director ownership guideline mechanics; nonetheless, the absence of disclosed common shares warrants monitoring of ownership alignment over time . Multiple concurrent public boards (three current) can increase time commitments; monitor committee workloads and attendance disclosures annually for engagement signals .
- Overall implication: Dunbar’s technology/operations and healthcare background is accretive to McKesson’s compliance, cybersecurity, and governance oversight. Compensation is predominantly equity via RSUs and bounded by strict ownership/anti-hedging policies, while absence of related-party transactions and independence status support investor confidence .