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Corporate Governance Documents

Our Board of Directors believes that sound principles of corporate governance are a key element of our business, and as such the Board is deeply involved in providing continuing insight and clarity into our governance process. We have provided links to various documents that govern the conduct of our business.

Our Corporate Governance Guidelines (PDF file) are intended to clearly communicate the methods by which our Board of Directors intends to execute its responsibilities as it supports the conduct of our business.

The Board of Directors has four committees: an Audit Committee (PDF file), a Corporate Governance Committee (PDF file), a Compensation Committee (PDF file), and a Compliance Committee (PDF file). Our committees consist of the following members:

Audit Committee Compensation Committee Compliance Committee Corporate Governance Committee
Maura C. Breen Compensation Committee
William J. DeLaney Audit Committee Corporate Governance Committee
Elder Granger, MD, MG, USA (Retired) Compliance Committee
Nicholas J. LaHowchic Audit Committee Compensation Committee
Thomas P. Mac Mahon Corporate Governance Committee
Kathleen M. Mazzarella Compensation Committee
Frank Mergenthaler Audit Committee
Woodrow A. Myers Jr., M.D. Compensation Committee Compliance Committee
Roderick A. Palmore Corporate Governance Committee
William L. Roper, MD, MPH Compliance Committee
Seymour Sternberg Audit Committee Corporate Governance Committee
= Chairperson = Member


We have adopted the Directors' Compensation and Stock Ownership Guidelines (PDF file) which sets out how our non-employee directors are compensated for their service, as well as their expected ownership of Express Scripts stock. We have adopted the Executive Stock Ownership Guidelines (PDF file) which sets out the expected stock ownership of Express Scripts stock for our executive officers.

As part of our compensation program, we customarily grant equity awards to members of senior management and other employees. The Compensation and Development Committee has adopted an Equity Award Policy (PDF file) which sets out our policy regarding grant approvals and for establishing the grant date for equity awards.

We also have a formal Code of Ethics (PDF file). This Code applies to all of our employees, directors, officers, agents, and consultants. We have also established a compliance program that is intended to ensure that we have in place policies and systems designed to prevent and detect violations of the Code or any applicable law, policy or regulations.

Please direct any concerns about financial reporting and accounting, internal controls or auditing matters to the Audit Committee.

All concerns will be reviewed and addressed promptly.