McKesson : 2024 Proxy Statement

Focus on People and Culture

Purpose

Advancing Health Outcomes for All®

Mission

Improve care in every setting - one product, one partner, one patient at a time

What sets McKesson apart as an exceptional place is our people. Our employees understand that together, unified by our global I²CARE values, we fulfill our mission and uphold our reputation as a trusted partner to our customers and their patients. Our I²CARE values are foundational to all that we do, and who we are as a company.

INTEGRITY

INCLUSION

CUSTOMER-FIRST

ACCOUNTABILITY

RESPECT

EXCELLENCE

At McKesson, everyone is a leader. ILEAD (Inspire, Leverage, Execute, Advance, Develop) is our common definition and shared commitment to leadership. By embracing this commitment, we bring out the best in ourselves and position McKesson to continue to drive better health - for our company, our customers, and the patients we touch for years to come.

INSPIRE

LEVERAGE

EXECUTE

ADVANCE

DEVELOP

A Letter From Our Independent Chair

"We value shareholder engagement as integral to the Board's oversight and deliberative processes. Shareholder feedback informs our decisions and enables the Board to be a more effective steward of shareholder capital."

Donald R. Knauss

Independent Chair

June 21, 2024

Dear Fellow Shareholders,

On behalf of our entire Board of Directors, thank you for your continued investment in McKesson. As we approach our 2024 Annual Meeting of Shareholders on July 31, 2024, we'd like to take this opportunity to provide an update on important strategic, operational and governance developments that highlight the work we have done on behalf of shareholders throughout the year. As directors, we take pride in the role we play in overseeing the Company's execution of our strategy and in setting the tone at the top to ensure continued focus on our purpose of Advancing Health Outcomes

for All®.

Strategic Priorities and Performance

McKesson achieved strong financial results in fiscal year 2024 and made progress on its strategic priorities. Our priorities guide our efforts and serve as a framework to track and communicate our success. We are proud to report on the advancements made across McKesson's four strategic priorities:

• Focus on People and Culture: Our people and culture are foundational to everything we do. McKesson was recognized as one of America's Greatest Workplaces for Diversity in 2024 by Newsweek, an Equality 100 Award winner by the Human Rights Campaign Foundation and a Military Friendly Employer for the 11th consecutive year. Among our 2024 director nominees, three are women, four are ethnically or racially diverse and two are U.S. veterans. Our Board regularly reviews with management the Company's talent management practices, culture, digital evolution and other key topics and developments.
• Drive Sustainable Core Growth: We are making investments in our foundational distribution assets by adding state-of-the-art automation and integrating artificial intelligence and machine learning technologies. Over the past year, McKesson opened two new distribution centers in the U.S. with innovative technologies, sustainability features and employee-friendly designs to enable faster medication shipments and greater employee productivity.
• Expand Oncology and Biopharma Platforms: We are confident in the scale and depth of our differentiated oncology and biopharma assets. We saw another year of significant expansion in The U.S. Oncology Network with growth to support approximately 2,600 providers spanning across 600 sites in 31 states.
• Evolve and Grow the Portfolio: While we continue to invest and grow the Company, evolving the portfolio is an ongoing process as we ensure our resources and investments are focused on strategic growth areas. In January 2024, we acquired Compile, Inc., a healthcare data platform that captures and aggregates data to provide insights and analytics for biopharma companies.

Our progress to date is underpinned by the execution against these important strategic priorities. Page 6 provides highlights of some of our more significant financial accomplishments in fiscal year 2024.

2024 Proxy Statement

1

A Letter From Our Independent Chair

Board Refreshment

Our directors are a highly committed group and they bring a balanced mix of skills, experiences and backgrounds to their oversight work. We continually assess the qualifications of our directors as part of our robust Board evaluation process, while considering McKesson's strategic and other oversight needs. As part of our Board succession planning, we elected Deborah Dunsire, M.D. and Kevin M. Ozan to the Board in 2024. Dr. Dunsire previously served as President and Chief Executive Officer of H. Lundbeck A/S, a biopharmaceutical company specializing in developing and delivering transformative therapies for brain diseases, and prior to that, she held executive leadership roles for several pharmaceutical companies. Mr. Ozan previously served as EVP and Chief Financial Officer of McDonald's Corporation, a leading global retailer, and he has over two decades of experience in strategy and finance. The Board is delighted to welcome Dr. Dunsire and Mr. Ozan and values the perspectives they bring.

Linda P. Mantia and Susan R. Salka will not be standing for re-election at the Annual Meeting. On behalf of the entire Board, I would like to thank them both for their dedicated service on the McKesson Board. We appreciate the significant contributions they have made over the years, including their service as committee chairs. Their leadership and valuable insights in service of our shareholders are much appreciated.

Executive Operating Team Updates

As we advance our strategic priorities, we constantly evaluate our organizational structure to ensure we have the right leadership to drive long-term sustainable growth. Our Board is fully aware that everything we do starts with our talent, and we recognize the important role the Board plays in ensuring that McKesson has a broad and deep talent pipeline. The Board along with the Compensation and Talent Committee regularly reviews senior leadership and CEO succession planning, consulting with management as necessary. McKesson made several leadership changes in the past year to align our operating team to our go-forward priorities and drive long-term shareholder value. Our EVP and Chief Financial Officer, Britt J. Vitalone, assumed expanded leadership responsibilities for McKesson Technology and mergers and acquisitions, and a new EVP and Chief Information Officer and Chief Technology Officer, Francisco Fraga, was appointed, reflecting the importance of technology and data capabilities in enabling McKesson's enterprise strategy. Michele Lau rejoined McKesson as EVP and Chief Legal Officer, bringing extensive legal, compliance, government affairs and sustainability experience, in addition to over a decade of previous experience at McKesson. The Board would like to express its gratitude to Lori A. Schechter, who retired as EVP, Chief Legal Officer and General Counsel at the end of 2023, for her service of over a decade to McKesson and the Board.

Shareholder Engagement

Our Board appreciates our shareholders' perspectives on critical topics, including Board, governance, compensation and sustainability-related matters. We value shareholder engagement as integral to the Board's oversight and deliberative processes. Shareholder feedback informs our decisions and enables the Board to be a more effective steward of shareholder capital. In fiscal year 2024, McKesson proactively reached out to shareholders who collectively represented approximately 51% of our outstanding common stock, ultimately engaging with approximately 33%. These conversations provide the Board and management with invaluable insights, many of which resulted in responsive actions. I personally have benefited from having conversations directly with our shareholders, and I know my fellow directors have as well. Discussions with shareholders over the last year have informed the Board's deliberation on several topics, including the composition of the Board, human capital management and the Company's sustainability metrics.

Thank You

We are grateful for your support of McKesson and the over 51,000 employees who further McKesson's mission and uphold its culture and values. Your vote is very important to us. We strongly encourage you to read both our proxy statement and annual report in their entirety prior to the Annual Meeting and request that you support our voting recommendations.

Donald R. Knauss

Independent Chair of the Board

2	2024 Proxy Statement

Notice of 2024 Annual Meeting of Shareholders To Be Held on July 31, 2024

Time and Date

July 31, 2024

08:30 a.m. Central Time

Location

www.virtualshareholder

meeting.com/MCK2024

Record Date

Shareholders of record at the close of business on June 5, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Items of Business	Vote Recommendations	For Further Details
1	Elect for a one-year term a slate of 11 directors as nominated by	"FOR"	See Page 15
the Board of Directors	each nominee
2	Ratify the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the	"FOR"	See Page 42
	fiscal year ending March 31, 2025
3	Conduct a non-binding advisory vote on executive compensation	"FOR"	See Page 44
4	Approve an amendment to our Certificate of Incorporation to
provide for the exculpation of officers as permitted by	"FOR"	See Page 87
	Delaware law
5-6 Vote on two shareholder proposals, if properly presented	"AGAINST"	See Pages 88
and 90

We also will conduct such other business as may properly be brought before the meeting.

You will be able to attend the Annual Meeting online, vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/MCK2024 and entering the 16-digit control number included in our Notice Regarding the Availability of Proxy Materials, voting instructions form or proxy card. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system.

On or about June 21, 2024, we began delivering proxy materials to all shareholders of record at the close of business on June 5, 2024. The mailing address of our principal executive offices is McKesson Corporation, 6555 State Highway 161, Irving, Texas 75039.

June 21, 2024

By Order of the Board of Directors

Saralisa C. Brau

Corporate Secretary

VOTING METHODS

Vote via Internet www.proxyvote.com or visit the URL located on your proxy card

Call Toll-FreeCall the phone number located at the top of your proxy card

Vote by Mail Follow the instructions on your proxy card

Vote at Meeting Join our Annual Meeting at www.virtualshareholder meeting.com/MCK2024

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on July 31, 2024. Our 2024 proxy statement and annual report are available free of charge at proxyvote.com.

2024 Proxy Statement

3

Table of Contents

A Letter From Our Independent Chair	1
Notice of 2024 Annual Meeting of	3
Shareholders To Be Held on July 31, 2024
Proxy Summary	5
Item 1
	Election of Directors
	15
Diverse Skills, Experiences and Qualifications	16
Director Nominees	17
Director Qualifications, Nomination and Diversity	23
Evaluating Board Composition, Performance	25
and Effectiveness
Corporate Governance	26
The Board, Committees and Meetings	28
Shareholder Engagement	37
Onboarding and Continuing Education	38
Related Party Transactions Policy and	38
Transactions with Related Persons
Communications with Directors	38
Director Compensation	39
Cash Compensation	39
Equity Compensation	40
Director Stock Ownership Requirement	40
2024 Director Compensation Table	41
Item 2
	Ratification of Appointment of Deloitte &
	42
	Touche LLP as the Company's
	Independent Registered Public
	Accounting Firm
Policy on Audit Committee Pre-Approval of	43
Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm
Audit Committee Report	43
Item 3
	Advisory Vote on	44
	Executive Compensation
Executive Compensation	45
Compensation Discussion and Analysis	46
Compensation and Talent Committee Report on	68
Executive Compensation
Compensation and Talent Committee Interlocks	68
and Insider Participation

2024 Summary Compensation Table	69
2024 Grants of Plan-Based Awards Table	72
2024 Outstanding Equity Awards Table	73
2024 Option Exercises and Stock Vested Table	74
2024 Nonqualified Deferred Compensation Table	75
Severance and Change in Control Policies	77
Potential Payments upon Termination or	78
Change in Control
CEO Pay Ratio	81
Pay Versus Performance	82
	Item 4
		Approve Amendment to Certificate		87
		of Incorporation to Provide for
		Officer Exculpation
	Item 5
		Shareholder Proposal on Independent		88
		Board Chairman
	Item 6
		Shareholder Proposal on Report on		90
		Risks of State Policies Restricting
		Reproductive Health Care
Principal Shareholders	92
Security Ownership of Certain Beneficial Owners	92
Security Ownership of Directors and	93
Executive Officers
Annual Meeting Information	94
Appendix A - Supplemental Information	A-1
	Notable Developments and Where to Read More
	Hear from our Independent Chair	1
	See our Fiscal Year 2024 Highlights	6
	Learn about our Shareholder Engagement	37
	Learn about our Risk Oversight	33
	Learn about our Directors' Skills Matrix	16
	Learn about our Board Evaluation Process	25

4	2024 Proxy Statement

Proxy Summary

This summary highlights certain information in this proxy statement and does not contain all the information you should consider in voting your shares. Please refer to the complete proxy statement and our annual report prior to voting at the Annual Meeting of Shareholders to be held on July 31, 2024 (Annual Meeting).

Our Company Priorities

McKesson Corporation is a diversified healthcare services leader dedicated to Advancing Health Outcomes for All®. We partner with biopharma companies, care providers, pharmacies, manufacturers, governments and others to deliver insights, products and services to help make quality care more accessible and affordable. Our company is focused on addressing the changing needs of our customers, their patients and the broader healthcare ecosystem. We have developed a clear enterprise strategy centered around a set of four company priorities:

Focus on People and Culture

One of McKesson's defining characteristics is our strong culture. As members of Team McKesson, we are proud to foster a sense of belonging, find purpose and meaning in our work, and do everything we can to care for each other, our customers and all those who depend on us. We believe the best way to realize our purpose of Advancing Health Outcomes for All® is to utilize our strengths, live our I²CARE values (Integrity, Inclusion, Customer-First, Accountability, Respect and Excellence) and stay grounded in the ILEAD leadership principles (Inspire, Leverage, Execute, Advance, Develop) that move our company forward and enable us to make a lasting and meaningful impact.

Drive Sustainable Core Growth

Our operational excellence and ability to leverage our scale and distribution expertise is one of the many reasons why McKesson continues to be the partner of choice for hospitals, health systems and pharmacies of all sizes.

Expand Oncology and Biopharma Platforms

We are building integrated platforms that leverage our differentiated assets and capabilities. We continue to develop innovative solutions and services that solve complicated healthcare problems and improve patients' lives.

Evolve and Grow the Portfolio

We are focused on unlocking more innovation and more speed by maximizing the organization's operational efficiency and allocating our resources on the highest growth opportunities.

2024 Proxy Statement

5

Proxy Summary

Fiscal Year 2024 Highlights

In fiscal year 2024 (FY 2024), McKesson delivered growth in revenue and adjusted earnings per share. Our results reflect the commitment of our employees and their dedication to deliver for customers, patients, communities and shareholders.

Total Revenues

(in billions)

		$276.7			$309.0	12%
$264.0
FY 2022		FY 2023			FY 2024
		Cash Flow
		(in billions)
$4.4	$3.9	$5.2	$4.6		$4.3
		$3.6
FY 2022	FY 2023		FY 2024
n Operating Cash Flow		n Free Cash Flow*
		Shareholder Return
		(in billions)
$3.8	$3.5	$3.9	$3.6		$3.3	$3.0
FY 2022	FY 2023		FY 2024
n Total Cash Returned to Shareholders	n Share Repurchases

• See Appendix A to this proxy statement for a reconciliation of free cash flow, a non-GAAP metric, to the most directly comparable GAAP metric.

6	2024 Proxy Statement

Proxy Summary

McKesson's Impact

Advancing Health Outcomes for All®

Our People

Our Partners

Our Community

Our Planet

We are committed to improving care in every setting in pursuit of our purpose of Advancing Health Outcomes for All®. It is this purpose that drives us to make advancements within our enterprise and beyond. McKesson is an impact-driven organization that is committed to providing equitable and dynamic opportunities for people to thrive, collaborating to improve health outcomes for patients, enhancing the health of those in our communities and delivering environmental action for health. These themes support McKesson's purpose and align with our Impact Pillars: Our People, Our Partners, Our Community and Our Planet.

To learn more about McKesson's impact in these areas, please see our FY 2024 Impact Report, which we expect to be available on the Company's website in July 2024. Our Impact Report is not part of, or incorporated by reference into, this proxy statement.

Science Based Targets Initiative

In fiscal year 2023, McKesson received approval from the Science Based Targets initiative (SBTi) for our near-term climate change targets - following through on our commitment to set science-based targets to guide our greenhouse gas (GHG) emissions reductions. In doing so, McKesson joined companies across the globe committed to setting and achieving targets to reduce GHG emissions that are aligned to the goal of limiting global temperature rise to 1.5º C.

Our near-term,science-based targets as approved by SBTi are as follows:

Reduce absolute scope one and two GHG emissions 50.4% by FY 2032 from a FY 2020 base year

Ensure 70% of McKesson suppliers, by spend covering purchased goods and services, will have their own science-based targets by FY 2027

McKesson's efforts to achieve these science-based targets include projects and initiatives in the following areas:

Energy efficiency projects in our buildings

Improving fleet efficiency and using alternative fuel vehicles

Increasing our procurement of renewable energy

Engaging with our suppliers to set their own SBTi targets

Investing in Our Local Communities

The McKesson Foundation, a 501(c)(3) organization (Foundation), continued to support our communities and awarded grants to charitable organizations in the U.S. and Canada working to reduce the burden of cancer, prepare tomorrow's healthcare workforce and accelerate crisis response. Through its grant-making program, the Foundation funded nearly 50 organizations and disbursed approximately $9 million in FY 2024. One third of the grant funds supported direct patient care and assistance.

The McKesson Foundation Scholarship Program, funded by the Foundation and administered by Scholarship America, expanded the number of new scholarships awarded to McKesson family members and increased the scholarship award amount. Nearly half of the new scholarship recipients are the first in their family to attend college.

$2 million in employee matching gifts to benefit more than 2,200 charities in FY 2024

Our employees volunteered more than 44,000 hours with charities across the U.S. and Canada

2024 Proxy Statement

7

Proxy Summary

We Welcome Shareholder Feedback Year-Round

Our Board of Directors believes proactive shareholder engagement and consideration of shareholder feedback are critical to driving long-term growth and creating shareholder value. Our shareholder engagement program is a robust, year-round process encompassing meetings held throughout the year with shareholders during which we encourage ongoing, meaningful dialogue about the issues they find most important. We report shareholder feedback regularly to our Board, and our Independent Chair and chair of the Audit Committee participated in several of these key engagements in FY 2024.

Assess & Prepare

Our Board reviews our annual meeting results, ongoing shareholder feedback and corporate governance and compensation trends to help drive and develop our shareholder engagement priorities. Management also attends various conferences throughout the year to better understand our stakeholders' views on corporate governance trends and other matters.

Engage with Shareholders

We respond to shareholder feedback by enhancing our policies, practices and disclosures informed by ongoing dialogue with our shareholders. The proxy statement communicates important updates and enhancements made during the fiscal year.

Respond to Shareholder Feedback

We invite shareholders to engage with us throughout the year. We also connect with shareholder proponents to learn about concerns they identify. During our engagements, we provide important corporate governance and other updates about the Company and proactively request shareholders' feedback.

Evaluate Shareholder Feedback

Our Board reviews shareholder feedback throughout the year and identifies key themes, which inform important practices and policies.

Scope of Outreach and Key Topics

In FY 2024, we proactively reached out to shareholders representing approximately 51% of our outstanding common stock and engaged with shareholders representing approximately 33% of our outstanding common stock. Our Independent Chair and chair of the Audit Committee participated in meetings with shareholders representing approximately 19% of our outstanding common stock. Topics discussed with our shareholders included:

•	Board Composition	• Sustainability Metrics in Executive Compensation
• Board Skills and Diversity	•	Human Capital Management
•	Board Evaluation	•	Emissions Reduction Targets

• Management Succession Planning

Moreover, our Chief Executive Officer, Chief Financial Officer and Investor Relations team attended six healthcare conferences and multiple non-deal road shows in FY 2024 to discuss the Company's strategic priorities and other topics.

8	2024 Proxy Statement