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This excerpt taken from the MCK DEF 14A filed Jun 15, 2009. Director
Compensation
The Company believes that compensation for non-employee
directors should be competitive and should encourage ownership
of the Company’s stock. The compensation for each
non-employee director of the Company includes an annual cash
retainer, an annual restricted stock unit (“RSU”)
award and per-meeting fees. The Presiding Director and committee
chairs also receive an additional annual retainer. Non-employee
directors are paid their reasonable expenses for attending Board
and committee meetings. Directors who are employees of the
Company or its subsidiaries do not receive any compensation for
service on the Board. The Governance Committee annually
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reviews the level and form of the Company’s director
compensation and, if it deems appropriate, recommends to the
Board changes in director compensation.
Cash
Compensation
Directors may receive their annual retainers and meeting fees in
cash or defer their cash compensation into the Company’s
Deferred Compensation Administration Plan III (“DCAP
III”). Directors may elect in advance to defer up to 100%
of their annual retainer (including any committee chair or
Presiding Director retainer) and all of their meeting fees
earned during any calendar year into the Company’s DCAP
III. The minimum deferral period for any amounts deferred is
five years, and if a director ceases to be a director of the
Company for any reason other than death, disability or
retirement, the account balance will be paid in January or July,
which is at least six months following his or her separation. In
the event of death, disability or retirement, the account
balance will be paid in accordance with the director’s
distribution election. To attain retirement, a director must
have served on the Board for at least six successive years. The
Compensation Committee approves the interest rate to be credited
each year to amounts deferred into the DCAP III, and the
interest rate for calendar year 2009 was set at 8.0% per annum.
The following table summarizes the cash compensation provided to
non-employee directors:
Equity
Compensation
Each July, non-employee directors receive an automatic annual
grant of RSUs with an approximate value as of the grant date
equal to $150,000. The actual number of RSUs under the grant is
determined by dividing $150,000 by the closing price of the
Company’s common stock on the grant date (with any
fractional unit rounded up to the nearest whole unit); provided,
however, that the number of units granted in any annual grant
will in no event exceed 5,000 units, in accordance with the
requirements of our 2005 Stock Plan.
The RSUs granted to non-employee directors vest immediately. If
a director meets the director stock ownership guidelines
(currently $300,000 in shares and share equivalents), then the
director will, on the grant date, receive the shares underlying
the RSU grant, unless the director elects to defer receipt of
the shares. The determination of whether a director meets the
director stock ownership guidelines is made as of the last day
of the deferral election period preceding the applicable RSU
grant. If a non-employee director has not met the stock
ownership guidelines as of the last day of such deferral
election period, then the shares underlying the RSU grant will
be automatically deferred until after the director’s
separation from service.
Recipients of RSUs are entitled to dividend equivalents at the
same dividend rate applicable to the Company’s common
stockholders, which is currently set at $0.12 per share each
quarter. For our directors, dividend equivalents on the RSUs are
credited quarterly to an interest bearing cash account and are
not distributed until the shares underlying the RSU award are
released to the director. Interest accrues on directors’
credited dividend equivalents at the same rate used for the
Company’s DCAP III, which for calendar year 2009 was set at
8.0% per annum.
All
Other Compensation and Benefits
Non-employee directors are eligible to participate in the
McKesson Foundation’s Matching Gifts Program. Under this
program, directors’ gifts to schools, educational
associations or funds, and other public charitable organizations
are eligible for a match by the Foundation up to $5,000 per
director for each fiscal year.
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This excerpt taken from the MCK DEF 14A filed Jun 23, 2008. Director
Compensation
The Company believes that compensation for non-employee
directors should be competitive and should encourage increased
ownership of the Company’s stock. The compensation for each
non-employee director of the Company includes an annual cash
retainer, an annual restricted stock unit (“RSU”)
award and per-meeting fees. The committee chairs also receive an
additional annual retainer, and as of July 2007, the Presiding
Director also receives an additional annual retainer.
Non-employee directors are also paid their reasonable expenses
for attending Board and committee meetings. Directors who are
employees of the Company or its subsidiaries do not receive any
compensation for service on the Board.
Cash
Compensation
Directors may receive their annual retainers and meeting fees in
cash, or defer their cash compensation into the Company’s
Deferred Compensation Administration Plan III (“DCAP
III”). Directors may elect in advance to defer up to 100%
of their annual retainer (including any committee chair or
Presiding Director retainer) and all of their meeting fees
earned during any calendar year into the Company’s DCAP
III. The minimum deferral period for any amounts deferred is
five years, and if a director ceases to be a director of the
Company for any reason other than death, disability or
retirement, the account balance will be paid in the January
following his or her separation. In the event of death,
disability or retirement, the account balance will be paid in
accordance with the director’s distribution election. To
attain retirement, a director must have served on the Board for
at least six successive years. The Compensation Committee
approves the interest rate to be credited each year to amounts
deferred into the DCAP III, and the interest rate for calendar
years 2007 and 2008 was set at 8.0% per annum.
Following a comprehensive review of compensation practices and
levels for non-employee directors, on October 27, 2006, the
Board increased the annual retainer for non-employee directors
from $50,000 to $75,000 and increased by $5,000 the annual
retainer for each committee chair (except for Chair of the
Compensation Committee), which resulted in a $20,000 annual
retainer for the Chair of the Audit Committee and $10,000 for
each of the Chairs of the Finance Committee and the Committee on
Directors and Corporate Governance. The annual retainer for the
Chair of the Compensation Committee was increased to $20,000
from $5,000. These changes became effective on October 1,
2006. Also, at the October 2006 Board meeting, an annual
retainer of $10,000 was established for the Presiding Director
effective July 25, 2007. In addition to payment of an
annual retainer, Board members are entitled to meeting fees of
$1,500 for each Board, Finance Committee, Compensation Committee
or Committee on Directors and Corporate Governance meeting
attended, and $2,000 for each Audit Committee meeting attended.
The following table summarizes the cash compensation provided to
non-employee directors for the fiscal years ended March 31,
2008 and 2007:
Equity
Compensation
Each July, beginning in 2007, non-employee directors receive an
automatic annual grant of RSUs with an approximate value as of
the grant date equal to $150,000. The actual number of RSUs
under the grant is determined
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by dividing $150,000 by the closing price of the Company’s
common stock on the grant date (with any fractional unit rounded
up to the nearest whole unit). For annual RSU awards made prior
to July 2007, non-employee directors received 2,500 units.
The RSUs granted to non-employee directors vest immediately. For
annual RSU grants made prior to the July 2008 Annual Meeting of
Stockholders, receipt of the underlying stock is deferred until
such time as the director leaves the Board. At its meeting in
July 2007, the Board determined that if a director meets the
director stock ownership guidelines (currently $300,000 in
shares and share equivalents), the director will, on the grant
date, receive the shares underlying the RSU grant unless the
director elects to defer receipt of the shares.
Recipients of RSUs are entitled to dividend equivalents at the
same dividend rate applicable to the Company’s common
stockholders. For our directors, dividend equivalents on the
RSUs are credited quarterly to an interest bearing cash account
and are not distributed until the director leaves the Board.
Interest accrues on directors’ credited dividend
equivalents at the same rate used for the Company’s DCAP
III, which for calendar years 2007 and 2008 was set at 8.0% per
annum.
All
Other Compensation and Benefits
Alton F. Irby III is also a director of McKesson
Information Solutions UK Limited, an indirect wholly-owned
subsidiary of the Company, and he currently receives meeting
fees of $1,500 for each board meeting attended. For the fiscal
year ended March 31, 2008, Mr. Irby was paid $1,500
for his service as a board member of McKesson Information
Solutions UK Limited.
Non-employee directors are eligible to participate in the
McKesson Foundation’s Educational Matching Gifts Program.
Under this program, directors’ gifts to schools and
educational associations or funds will be matched by the
foundation up to $5,000 per director for each fiscal year.
This excerpt taken from the MCK DEF 14A filed Jun 13, 2007. Director
Compensation
The Company believes that compensation for non-employee
directors should be competitive and should encourage increased
ownership of the Company’s stock. The compensation for each
non-employee director of the Company includes an annual cash
retainer, an annual restricted stock unit award and per-meeting
fees. The committee chairs also receive an additional annual
retainer, and beginning July 2007, the Presiding Director will
similarly receive an additional annual retainer.
Directors are also paid their reasonable expenses for attending
Board and committee meetings. Directors may receive their annual
retainers and meeting fees in cash, or defer their cash
compensation into the Company’s Deferred Compensation
Administration Plan III (“DCAP III”).
Directors may elect in advance to defer up to 100% of their
annual retainer and all of their meeting fees earned during any
calendar year into the Company’s DCAP III. The minimum
deferral period for any amounts deferred is five years, and if a
director ceases to be a director of the Company for any reason
other than death, the account balance will be paid in the form
elected by the director. In the event of death, the account
balance will be paid to the director’s designated
beneficiary. The Compensation Committee approves the interest
rate to be credited each year to amounts deferred into the DCAP
III, and the interest rate for calendar years 2006 and 2007 was
8.0%.
Following a comprehensive review of compensation practices and
levels for non-employee directors, on October 27, 2006, the
Board increased the annual retainer for non-employee directors
from $50,000 to $75,000 and increased the annual retainer for
each committee chair by $5,000, which resulted in a $20,000
annual retainer for the Chair of the Audit Committee and $10,000
for each of the Chairs of the Finance Committee and the
Committee on Directors and Corporate Governance. The annual
retainer for the Chair of the Compensation Committee was
increased to $20,000 from $5,000. These changes became effective
on October 1, 2006. Also, at the October 2006 Board
meeting, an annual retainer of $10,000 was established for the
Presiding Director effective July 25, 2007.
In addition to payment of an annual retainer, Board members are
also entitled to meeting fees of $1,500 for each Board, Finance
Committee, Compensation Committee or Committee on Directors and
Corporate Governance meeting attended, and $2,000 for each Audit
Committee meeting attended.
Each July directors receive an automatic annual grant of
restricted stock units (“RSUs”) in an amount not to
exceed 5,000 units, which is currently set at 2,500 RSUs.
The RSUs vest immediately; however, under the terms of our 2005
Stock Plan, receipt of the underlying stock is deferred until
such time as the director leaves the Board. Dividend equivalents
on the RSUs are credited to an interest bearing cash account in
the Company’s DCAP III and are not distributed until the
director leaves the Board.
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Directors who are employees of the Company or its subsidiaries
do not receive any compensation for service on the Board. Alton
F. Irby III is also a director of McKesson Information
Solutions UK Limited, an indirect wholly-owned subsidiary of the
Company, and currently receives meeting fees of $1,500 for each
board meeting attended for his service as a Board member of that
company. For the fiscal year ended March 31, 2007,
Mr. Irby earned $1,500 in meeting attendance fees for his
service as a board member of McKesson Information Solutions UK
Limited.
Non-employee directors are eligible to participate in the
McKesson Corporation Foundation’s Educational Matching
Gifts Program. Under this program, directors’ gifts to
schools and educational associations or funds will be matched by
the foundation up to $5,000 per director for each fiscal year.
The following table sets forth information concerning the
compensation earned during the last fiscal year by each
individual who served as a director at any time during the last
fiscal year:
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