Thomas Rodgers
MCKESSONAbout Thomas Rodgers
Thomas L. Rodgers, age 54, serves as Executive Vice President and Chief Strategy and Business Development Officer at McKesson, a role he has held since June 2020 after leading McKesson Ventures from 2014 to 2020 . Under the company’s FY 2025 performance, McKesson delivered total revenue of $359B, operating cash flow of $6.1B, and free cash flow of $5.2B; adjusted EPS was $33.05 and adjusted operating profit was $5.6B . For the FY 2023–FY 2025 PSU period, McKesson’s TSR ranked at the 93.33rd percentile vs. its comparator group, contributing to a 148% PSU payout alongside a three-year average ROIC result of 24.03% and cumulative adjusted EPS of $86.35 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKesson Ventures | Senior Vice President & Managing Director | 2014–2020 | Led McKesson’s corporate venture unit (role per 10-K listing) |
External Roles
- Not disclosed in the filings reviewed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 589,167 | 611,750 | 631,117 |
| Bonus ($) | -0- | -0- | -0- |
| Stock Awards ($) | 1,450,503 | 1,750,716 | 1,751,295 |
| Non-Equity Incentive ($) | 1,178,334 | 697,395 | 751,029 |
| All Other Compensation ($) | 82,201 | 119,115 | 79,866 |
| Total ($) | 3,300,205 | 3,178,976 | 3,213,307 |
| Base Salary Levels | FY 2024 | FY 2025 |
|---|---|---|
| Rodgers Annual Base Salary ($) | 615,700 | 634,200 |
| All Other Compensation (FY 2025) | Amount ($) |
|---|---|
| 401(k) Plan Match | 13,800 |
| Nonqualified Deferred Comp Plan Match (SRSP) | 39,341 |
| Financial Counseling | 19,225 |
| Other Perquisites (incl. annual physical exam, charitable matching) | 7,500 |
Performance Compensation
Annual Incentive (MIP) – FY 2025
| Item | Value |
|---|---|
| Eligible Earnings ($) | 631,117 |
| MIP Target (% of Salary) | 100% |
| Metric Weighting | Adjusted EPS 50%; Adjusted Operating Profit 25%; Free Cash Flow 25% |
| Results Applied | Adjusted EPS $33.01 → 132%; AOP $5,610M → 114%; FCF → 100% |
| Payout Multiple | 119% |
| FY 2025 MIP Payout ($) | 751,029 |
Long-Term Incentives (LTI)
- Mix: PSUs 60% of target LTI; RSUs 40% .
- RSUs vest one-third annually over three years; FY 2025 RSUs granted at $552.39/unit .
- Company has discontinued stock option grants .
| FY 2025 Grants (May 23, 2024) | Type | # Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| Thomas L. Rodgers | RSU | 1,268 | 700,431 |
| Thomas L. Rodgers | PSU (FY 2025–FY 2027) Target | 1,788 | 1,050,864 |
PSU Payout—FY 2023–FY 2025 Performance Period
| Item | Value |
|---|---|
| Metrics & Weights | Cumulative Adjusted EPS (50%), Avg ROIC (25%), rTSR vs. comparator (25%) |
| Results Applied | EPS $86.35 → 147%; ROIC 24.03% → 96%; rTSR 93.33rd percentile → 200% |
| Payout | 148% of target |
| Rodgers Target PSUs | 2,476 |
| Rodgers Earned PSUs | 3,664 |
Equity Ownership & Alignment
Stock Ownership Guidelines & Compliance (as of March 31, 2025)
| Executive | Target Multiple of Salary | Target ($) | Actual Multiple | Value of Shares Held ($) |
|---|---|---|---|---|
| Thomas L. Rodgers | 3x | 1,902,600 | 5.9x | 3,760,668 |
- Anti-hedging/pledging: Directors and officers are prohibited from hedging transactions and from pledging or holding Company securities in margin accounts .
- Holding requirement: Executives must hold 75% of net after-tax shares from vesting/exercise until meeting ownership guidelines; sales may be restricted until compliant .
Beneficial Ownership (as of May 28, 2025)
| Name | Shares Beneficially Owned | % of Class |
|---|---|---|
| Thomas L. Rodgers | 5,435 | <1.0% (of 125,104,722 shares outstanding) |
Outstanding & Unvested Equity (as of March 31, 2025)
| Category | Count / Value |
|---|---|
| Unvested RSUs (#) | 3,044 |
| Market Value of Unvested RSUs ($) | 2,048,582 (at $672.99) |
| Unearned PSUs (#) | 12,190 |
| PSU Payout/Market Value Basis ($) | 8,203,748 (disclosure per SEC rules; at $672.99) |
RSU Vesting Schedule Detail (Rodgers)
| Vest Date | Shares |
|---|---|
| May 21, 2025 | 422 |
| May 23, 2025 | 594 |
| May 24, 2025 | 588 |
| May 21, 2026 | 423 |
| May 23, 2026 | 594 |
| May 21, 2027 | 423 |
PSU Earnout Timing (Future Periods)
| Performance Period End | Rodgers Shares upon Certification |
|---|---|
| March 31, 2026 | 4,950 |
| March 31, 2027 | 3,576 |
Stock Vested—FY 2025
| Name | Shares Acquired on Vesting (#) | Value Realized ($) | Dividend Equivalents ($) |
|---|---|---|---|
| Thomas L. Rodgers | 9,712 | 5,380,441 | 9,657 |
- Dividend equivalents accrue on unvested RSUs at the same rate as common stock dividends, currently $0.71 per share per quarter .
Deferred Compensation (FY 2025)
| Plan | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Balance ($) |
|---|---|---|---|---|
| SRSP (Rodgers) | 49,176 | 39,341 | 43,926 | 732,359 |
| DCAP III (Rodgers) | -0- | -0- | -0- | -0- |
| Dividend Equivalents (Rodgers) | -0- | 8,592 | -0- | 11,701 |
Employment Terms
Severance & Change-in-Control (CIC)
- Severance Policy applies to involuntary termination not in connection with CIC; CIC Policy provides cash severance upon involuntary or constructive termination following CIC with “double-trigger” vesting for equity .
- Upon CIC, PSUs convert to time-based based on greater of target or actual performance through CIC date; MIP pays greatest of target, actual, or prior three-year average; payout also if involuntary termination within 12 months post-CIC .
Potential Payments (Assuming Separation on March 31, 2025 at $672.99/share)
| Scenario | Salary Continuation/Severance ($) | MIP ($) | Value of Stock Vesting ($) | Medical ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | – | 751,029 | 6,025,953 | – | 6,776,982 |
| Termination for Cause | – | – | – | – | – |
| Voluntary Termination | – | 751,029 | – | – | 751,029 |
| Involuntary Termination | 1,273,474 | 751,029 | 3,545,311 | – | 5,569,814 |
| Involuntary Termination + CIC | 4,888,017 | 958,230 | 7,383,373 | 76,157 | 13,305,777 |
Clawbacks
- Two recoupment policies are maintained, and the Compensation Recoupment Policy is incorporated into all incentive plans .
Oversight
- Compensation and Talent Committee members: Donald R. Knauss (Independent Chair), Richard H. Carmona, M.D., Julie L. Gerberding, M.D., M.P.H., James H. Hinton, Kathleen Wilson-Thompson; no interlocks with other companies’ committees during FY 2025 .
Investment Implications
- Pay-for-performance alignment: Rodgers’ variable comp is predominately tied to adjusted EPS, AOP, FCF (annual) and three-year EPS, ROIC, and rTSR (long-term); FY 2025 MIP paid at 119% and FY 2023–FY 2025 PSUs paid at 148%, reflecting strong operational and market performance .
- Retention and selling pressure: Meaningful unvested RSUs and unearned PSUs, with scheduled RSU tranches through 2027 and PSU earnouts in 2026 and 2027; dividend equivalents enhance RSU value, supporting retention but creating periodic vest-related selling pressure .
- Alignment and risk controls: Rodgers exceeds stock ownership guidelines (5.9x vs. 3x requirement); stringent anti-hedging/pledging and 75% post-vest holding rules mitigate misalignment risk .
- CIC economics: Double-trigger equity vesting and robust CIC severance/stock vesting totals ($13.3M under CIC scenario) indicate balanced protection but potential transaction-related dilution/expense if a deal occurs .
Overall, Rodgers’ incentives are tightly linked to value-driving metrics (EPS, ROIC, TSR) with substantial equity exposure and compliance with ownership policies, suggesting aligned interests with shareholders and moderate retention risk given forward vesting and PSU cycles .