Frank Clyburn
About Frank K. Clyburn
Frank K. Clyburn, age 60, is an independent director of Cencora (ticker: COR) who joined the Board on October 1, 2024 . He previously served as Executive Director and Chief Executive Officer of International Flavors & Fragrances Inc. from February 2022 to February 2024 . Before IFF, he was Executive Vice President and President, Human Health at Merck & Co., Inc. from March 2021 to January 2022, and held various leadership roles at Merck from 2008 to 2021 including leading the oncology and market access business . Earlier in his career, he was Vice President, Oncology and Internal Medicine at Sanofi Aventis from 2004 to 2008, having held positions of increasing responsibility at Sanofi Aventis and its predecessors since 1994 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Flavors & Fragrances Inc. | Executive Director & Chief Executive Officer | Feb 2022 – Feb 2024 | Executive leadership of a multinational company |
| Merck & Co., Inc. | EVP & President, Human Health | Mar 2021 – Jan 2022 | Led Human Health; prior roles included leadership of oncology and market access (2008–2021) |
| Merck & Co., Inc. | Various leadership roles | 2008 – 2021 | Led oncology and market access businesses |
| Sanofi Aventis | Vice President, Oncology & Internal Medicine | 2004 – 2008 | Held positions of increasing responsibility since 1994 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Revolution Medicines, Inc. (Nasdaq: RVMD) | Director | Since Aug 2024 | Current public company board service |
| DuPont de Nemours, Inc. | Director | 2019 – 2022 | Prior public company directorship |
Board Governance
- Independence: The Board determined Clyburn is independent under NYSE standards; he is listed among independent directors/nominees .
- Committee assignments: None currently; committee membership “None” in the 2025 director nominee highlights .
- Board meeting attendance: The Board met 16 times in fiscal 2024 and each director attended at least 75% of Board and applicable committee meetings; Clyburn joined on Oct 1, 2024 (start of fiscal 2025), so fiscal 2024 attendance does not apply to him .
- Executive sessions: Independent directors meet before committee meetings and after each full Board meeting; the Lead Independent Director presides .
- Lead Independent Director: D. Mark Durcan has served as Lead Independent Director since March 2023 .
- Term length: Directors elected annually to one-year terms; nominees at the Mar 6, 2025 annual meeting expected to serve until the 2026 annual meeting .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Payable in equal quarterly installments; may elect cash, Common Stock, RSUs, or defer into the Deferred Compensation Plan |
| Annual equity award (RSUs) | 250,000 | RSUs granted annually to non-employee directors; one-year vesting from grant date; granted under 2022 Omnibus Incentive Plan |
| Committee chair fees (Audit) | 25,000 | Additional annual retainer for committee chairs |
| Committee chair fees (Compensation & Succession Planning) | 20,000 | Additional annual retainer |
| Committee chair fees (Compliance & Risk) | 25,000 | Additional annual retainer |
| Committee chair fees (Finance) | 20,000 | Additional annual retainer |
| Committee chair fees (Governance, Sustainability & Corporate Responsibility) | 20,000 | Additional annual retainer |
| Deferral elections | — | Directors may defer all/part of cash retainer; may forgo ≥50% of cash retainer for Common Stock or RSUs; may defer RSU settlement |
| Perquisites | — | Prescription drug benefit; reimbursement for education programs, transportation, food and lodging related to service |
| Loans to directors | Prohibited | Company prohibits loans or extensions of credit to directors/officers |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-linked pay | Not applicable to director compensation; non-employee director equity grants are time-based RSUs with one-year vesting (no performance metrics) |
| Plan terms | RSUs granted under the 2022 Omnibus Incentive Plan; directors may defer settlement of RSUs |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Revolution Medicines, Inc. | Current director | The Board acknowledges some directors serve at companies for which Cencora performs drug distribution and services; independence for all relevant directors, including Clyburn, was affirmed after review with counsel |
| DuPont de Nemours, Inc. | Prior director (2019–2022) | Prior external role; no related-party transactions disclosed with DuPont |
- Related persons transactions: The Audit Committee must approve/ratify any related person transaction >$120,000; policy covers directors and their immediate family members and entities with specified interests .
- Large related holder context: Walgreens Boots Alliance (WBA) holds >5% and is subject to the policy; transactions with WBA are reviewed under this framework .
Expertise & Qualifications
- Executive Leadership: Former public company CEO (IFF) with executive leadership and strategic planning experience .
- Global Markets: Experience expanding global markets and product development for multinational healthcare organizations .
- Healthcare: Deep expertise in pharmaceutical and oncology developed at Merck and Sanofi Aventis .
- Governance & Risk Oversight: Board experience at Revolution Medicines and prior service at DuPont; contributes to risk oversight .
Equity Ownership
| Name | Shares Beneficially Owned (#) | Percent of Class (%) | As of Date |
|---|---|---|---|
| Frank K. Clyburn | — | * (less than 1%) | Nov 30, 2024 |
- Shares outstanding reference: 193,841,901 shares of Common Stock outstanding as of Nov 30, 2024 (percent indications in table use “*” for <1%) .
- Stock ownership guidelines (directors): Non-employee directors must own stock equal in value to at least 5× the annual cash retainer within five years from Board election; compliance is assessed annually .
- Hedging/pledging: Prohibited for directors and executive officers (no short sales, no options, no hedging; pledging/margin accounts prohibited with narrow exception process) .
- Meeting of guidelines: As of Sept 30, 2024, all non-employee directors were in compliance or within five-year grace period (new directors are “in process”) .
Governance Assessment
- Independence & Conflicts: Clyburn is formally determined independent; while some directors serve at companies for which Cencora performs distribution and services, the Board—assisted by counsel—affirmed independence for relevant directors and all members of the Audit, Compensation, and Governance committees; none receive consulting/advisory fees beyond director compensation .
- Engagement & Attendance: The Board met 16 times in fiscal 2024 and maintained strong engagement norms (≥75% meeting attendance for all FY2024 directors; independent director executive sessions each meeting cycle), supporting oversight rigor; Clyburn’s appointment post-FY2024 means his attendance will be assessed in FY2025 .
- Pay & Alignment: Director pay structure blends fixed cash ($125,000) and time-based RSUs ($250,000) with one-year vesting and annual stock ownership requirements (5× retainer within five years), plus strict anti-hedging/pledging policies—these features are alignment-positive but, as a new director with zero reported beneficial ownership as of Nov 30, 2024, his ownership build remains forthcoming within the guideline period .
- RED FLAGS: None disclosed specific to Clyburn—no loans, no related-party transactions identified, and independence affirmed; ongoing opioid-related matters were overseen via special litigation committee membership by other directors (not Clyburn) and do not constitute a director-specific red flag for him .