Silvana Battaglia
About Silvana Battaglia
Silvana Battaglia, 57, has served on agilon health’s board since 2023. She is Executive Vice President and Chief Human Resources Officer at Cencora (formerly AmerisourceBergen); previously she held senior HR roles at Aramark (2011–2019), Day & Zimmermann (2008–2011), and leadership roles at Merck (1998–2008). She holds a B.A. (Temple University) and M.S. (Widener University), is an NACD Certified Director, and has served as adjunct faculty at St. Joseph’s University (Philadelphia) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramark, Inc. | SVP, Global Compensation, Benefits & Labor Relations; SVP, Global HR | 2011–2019 | Led global HR; compensation and benefits leadership |
| Day & Zimmermann, Inc. | Chief Human Resources Officer | 2008–2011 | Enterprise HR leadership |
| Merck & Co., Inc. | Increasingly responsible leadership roles | 1998–2008 | HR leadership within a global biopharma |
| Wyeth Pharmaceuticals; Colorcon (Berwind) | Early career roles | N/A | Pharma/manufacturing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cencora, Inc. | EVP & Chief Human Resources Officer | Current | Global healthcare solutions; executive role (not a directorship) |
| St. Joseph’s University (Philadelphia) | Adjunct Faculty | Prior service | Academic engagement |
| National Association of Corporate Directors | NACD Certified Director | Current | Governance credential |
Board Governance
| Topic | Detail |
|---|---|
| Board class/term | Class I director; nominated for re-election at the May 28, 2025 annual meeting (term through 2028 if elected) |
| Independence | Board determined Ms. Battaglia is independent under NYSE and Exchange Act rules |
| Committees | Compensation & Human Capital Committee – Member (Chair: Diana McKenzie) |
| Attendance | Board held 8 meetings in 2024; each director attended at least 75% of board/committee meetings for which they served; all 8 directors attended the 2024 annual meeting |
| Board leadership | Non-executive Chair: Ron Williams; CD&R retains designation rights for 20% of directors given ownership; Williams remains Chair after CD&R fell below 25% in 2023 |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard director cash retainer |
| Committee chair fee | $0 | Not a chair (chair fees: Audit $25k; Comp $15k; N&G $10k; Compliance $15k) |
| Equity (annual) | $185,005 | RSUs; one-year vesting; grant timing now immediately post-annual meeting |
| Total 2024 director compensation | $255,005 | Cash + RSU grant date fair value |
Performance Compensation (Director)
| Feature | Status | Detail |
|---|---|---|
| Performance-based pay | None | 2024 director equity was RSUs (time-based). No director option grants in 2024 |
| Stock options (director program) | None in 2024 | Program calls for annual RSUs; initial option grant policy exists for new appointments ($185k options, 3-yr ratable), but not applicable in 2024 for Battaglia |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships (other than AGL) | None disclosed in AGL’s proxy biography |
| Compensation committee interlocks | None in 2024; Comp & Human Capital Committee members (incl. Battaglia) were not officers/employees and had no interlocks |
| Related-party transactions | None since Dec 31, 2023 involving directors/executives/5% holders above $120k (as defined) |
Expertise & Qualifications
- Healthcare industry experience; compensation/human resources; corporate governance; regulatory/government relations .
- Broad HR leadership across pharma and services; culture, succession, transformation expertise .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned (common) | 34,025 | As of March 31, 2025 |
| Options exercisable within 60 days | 6,417 | Included in beneficial ownership |
| RSUs scheduled to vest (5/29/2025) | 32,119 | Included in beneficial ownership; typical annual grant |
| Total beneficial ownership | 72,561 | “Less than 1%” of shares outstanding (412,999,684) |
| Options outstanding (total) | 19,251 | Outstanding options held as of Dec 31, 2024 |
| Ownership guidelines (directors) | 5x annual board cash retainer | Applies to non-employee directors (excludes CD&R-affiliated directors) |
| Hedging/pledging policy | Prohibited for directors | No hedging or pledging permitted |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filing compliance (2024) | Proxy notes late Forms 4 for two directors (Wulf and McKenzie); no late filings disclosed for Battaglia |
Governance Assessment
- Positives: Independent director with deep HR/compensation expertise aligned to her Compensation & Human Capital Committee role, supporting board effectiveness in pay, succession, and culture oversight . Attendance met board standards in 2024; board maintains independent committee chairs – . No related-party transactions; hedging/pledging prohibited; robust stock ownership guidelines (5x retainer) promote alignment . 2024 Say-on-Pay support was strong (93.4%), a positive governance signal .
- Watch items: While CD&R’s ownership fell below 25%, it retains designation rights for 20% of directors; the Chair remains a CD&R designee, which can raise independence optics; however, the board is majority independent and committee chairs are independent – . Battaglia’s beneficial ownership is <1%, typical for new directors but worth monitoring versus 5x retainer guideline; compliance status not disclosed .
- Red flags: None identified—no attendance issues, no related-party exposures, no Section 16 delinquencies for Battaglia, and no director options granted in 2024 (reduces misalignment risk) .
Overall: Battaglia brings relevant human capital expertise to a key committee, with standard pay structure and alignment policies in place. Continued monitoring of ownership guideline progress and the board’s balance relative to CD&R’s rights is advisable .
Appendices
Director Compensation Program Reference
- Annual cash retainer: $70,000; Committee chair retainers: Audit $25k; Compensation $15k; Nominating & Governance $10k; Compliance & Quality $15k. Annual equity: $185,000 RSUs (1-year vest). Initial equity for new appointments: $185,000 options (3-year ratable). From 2024, director equity grants occur after the annual meeting .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~93.4% of votes cast supported NEO pay; committee retained Semler Brossy as independent advisor; annual compensation risk assessment conducted .