8-KLeadership ChangesRegulation FDExhibits & Filings

Cencora, Inc. 8-K Report, Executive Changes (Aug 15, 2023)

Filed August 15, 2023For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) announced on August 14, 2023, that its Board of Directors has elected two new independent directors, Werner Baumann and Lauren Tyler, effective October 1, 2023. This expansion will increase the Board size from ten to twelve members. Mr. Baumann brings extensive global experience from his tenure as CEO and Chairman of Bayer AG, with a strong background in finance and strategy. Ms. Tyler offers significant expertise in human resources and finance from her leadership roles at J.P. Morgan Asset & Wealth Management and her prior experience in investment banking and private equity. The addition of these directors is expected to enhance the Board's oversight and strategic guidance. Both individuals have been deemed independent by the New York Stock Exchange standards. Their compensation will follow the standard policy for non-employee directors, including an annual retainer and equity award.

Key Highlights

  • 1Cencora (COR) is expanding its Board of Directors by adding two new independent members, Werner Baumann and Lauren Tyler, effective October 1, 2023.
  • 2Werner Baumann has a strong background, having served as CEO and Chairman of Bayer AG, with experience in finance, strategy, and sustainability.
  • 3Lauren Tyler brings 35 years of financial and HR leadership experience from J.P. Morgan Asset & Wealth Management, including roles in audit and investor relations.
  • 4The Board size will increase from ten to twelve members.
  • 5Both new directors have been classified as independent according to NYSE standards.
  • 6New directors will receive an annual cash retainer of $100,000 and an annual equity award valued at $200,000.
  • 7There are no disclosed related-party transactions between the new directors and the company.

Frequently Asked Questions

Cencora is expanding its Board to add new expertise and perspectives. The addition of Werner Baumann and Lauren Tyler, both with significant experience in global business, finance, and human resources, is intended to strengthen the Board's oversight and strategic capabilities.

Werner Baumann is a former CEO and Chairman of Bayer AG, bringing extensive experience in global life sciences, finance, and strategy. Lauren Tyler is a seasoned financial executive with 35 years of experience, most recently as Executive Vice President and Global Head of Human Resources at J.P. Morgan Asset & Wealth Management, with prior roles in investment banking and audit.

As non-employee directors, Mr. Baumann and Ms. Tyler will each receive an annual cash retainer of $100,000 and an annual equity award with a grant date value of $200,000, in accordance with the company's compensation policy for non-employee directors.

The filing explicitly states that there are no related-party transactions between either Mr. Baumann or Ms. Tyler and the Company that require disclosure under Regulation S-K. Both directors have also been deemed independent under NYSE standards.