Business Context and Reporting Period
Company: McKesson Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: September 30, 2013
Event: Appointment of a new Executive Vice President and Chief Financial Officer.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
Executive Leadership Change:
- New Appointment: James A. Beer appointed as Executive Vice President and Chief Financial Officer, effective October 9, 2013.
- Succession: Mr. Beer succeeds Nigel A. Rees, who will transition from Interim CFO to Vice President and Controller.
- Background: Mr. Beer previously served as CFO of Symantec Corporation (2006–2013) and AMR Corporation/American Airlines (2004–2006).
Compensation and Outlook
Compensation Package for James A. Beer:
- Base Salary: $800,000 (subject to annual review).
- Management Incentive Plan (MIP): Target award of 100% of eligible earnings.
- Long-Term Incentives (Fiscal 2014-2016 Cycle):
- Target cash award: $635,000.
- Performance-based restricted stock units (PeRSU): $1,270,000 grant date value (vests in 2017).
- Stock options: $1,270,000 grant date value (vests 25% annually over four years).
- Sign-on Bonus: $1,147,500 (subject to prorated repayment if terminated within two years, unless terminated without Cause, death, or disability).
- Employment Bonus: $446,000 payable if continuously employed as of March 31, 2014.
- Restricted Stock Units (RSUs):
- New hire grant: $5,500,000 grant date value (vests 50% on June 1, 2014, and June 1, 2015).
- Special award: $1,000,000 grant date value (vests on the third anniversary of employment).
Severance and Change in Control:
Mr. Beer is eligible for the Executive Severance Policy and the Change in Control Policy (CIC Policy). The CIC Policy provides severance upon qualifying separation within six months prior to or 24 months following a Change in Control.
Investor Verification Checklist
- Verify the start date of James A. Beer's employment (October 9, 2013) and the transition of Nigel A. Rees.
- Review the specific vesting schedules and performance conditions for the $1,270,000 PeRSU and stock option awards.
- Confirm the repayment terms of the $1,147,500 sign-on bonus in the event of early termination.
- Consult the 2013 Annual Definitive Proxy Statement (filed June 21, 2013) for detailed descriptions of the MIP, Executive Severance Policy, and CIC Policy referenced in this filing.