Lauren Tyler
About Lauren M. Tyler
Independent director at Cencora (COR) since October 2023; age 63. Committee memberships include Governance, Sustainability and Corporate Responsibility and the Special Litigation Committee formed in January 2024; the Board classifies her as independent. Prior roles include EVP & Global Head of Human Resources at J.P. Morgan Asset & Wealth Management (2015–2024), and earlier service as JPMC Global Chief Auditor and Global Head of Investor Relations; skills highlighted: financial expertise, talent management/executive compensation, and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Asset & Wealth Management | EVP & Global Head of Human Resources | 2015–2024 | Led global HR; informs board oversight of talent and compensation |
| JPMorgan Chase & Co. | Global Chief Auditor | Unspecified (prior to 2015) | Audit and risk oversight experience |
| JPMorgan Chase & Co. | Global Head of Investor Relations | Unspecified (prior to 2015) | Capital markets and investor communications expertise |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Guardian Life Insurance Company | Director | Since May 2024 | No |
| Alleghany Corporation | Director | Jan 2019–Oct 2022 (acquired by Berkshire Hathaway) | Yes (until acquisition) |
| Current public company boards | None | — | — |
Board Governance
- Independence: Board determined Tyler is independent; Audit, Compensation, and Governance Committees are fully independent; no family relationships among directors/executives .
- Committee assignments: Governance, Sustainability and Corporate Responsibility (4 meetings in FY2024) and Special Litigation Committee (member; formed Jan 12, 2024) .
- Attendance: Board met 16 times in FY2024; each director attended at least 75% of combined board/committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Role defined and active; presides over executive sessions and supports succession planning .
- Board policies: Overboarding limits (≤3 other public boards for non-employee directors), retirement at 75, term limits for directors added after Aug 18, 2022 (offer to resign at 15-year anniversary), regular chair/committee rotations .
- Stock ownership guidelines: Non-employee directors must hold 5× annual cash retainer within 5 years; status “Met or in the process” as of 9/30/2024 (Tyler joined in 2023 and is within compliance period) .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Fees earned or paid in cash | 138,094 | Includes standard director retainer and $37,500 for Special Litigation Committee membership |
| Stock awards (RSUs) | 290,032 | Annual RSU grant under 2022 Omnibus Incentive Plan; Tyler also elected 453 RSUs in lieu of a portion of retainer |
| Total | 428,126 | Sum of cash and stock awards |
| RSUs outstanding (as of 9/30/2024) | 1,776 | Unvested RSUs held as director |
Additional program features:
- Annual director compensation structure: cash retainer plus annual RSU grant (one-year vesting); directors can elect deferral into the Deferred Compensation Plan or receive equity in lieu of cash; perquisites include prescription drug benefit and education/meeting travel reimbursements .
- Lead Independent Director (not Tyler) receives $125,000 cash retainer and $250,000 equity award; committee chair fees apply to chairs only .
Performance Compensation
| Element | Award Type | Metrics/Conditions | Vesting |
|---|---|---|---|
| Director equity | RSUs | No performance metrics disclosed for director RSUs | One-year vesting from grant; retirement vesting terms applicable per plan |
| Clawbacks/Policies | Company-wide | Dodd-Frank Clawback Policy and broader Compensation Recoupment Policy apply to incentive-based compensation under Omnibus plans | Recoupment upon restatements or detrimental conduct per policy |
| Hedging/Pledging | Prohibited | Short sales, hedging, and pledging prohibited for directors; limited exceptions to pledging require capacity to repay/substitute collateral | Policy enforced by Board |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Non-public boards | Guardian Life Insurance Company (Director since May 2024) |
| Prior public boards | Alleghany Corporation (Director Jan 2019–Oct 2022) |
| Interlocks/conflicts | None disclosed; Audit Committee reviews related party transactions; significant related-party exposure exists with WBA via designated director Ornella Barra, not Tyler (WBA accounted for ~$76.5B revenue in FY2024) |
Expertise & Qualifications
- Financial expertise and accounting/finance background across private equity, investment banking, and corporate finance .
- Talent management and executive compensation experience as global HR leader at J.P. Morgan AWM .
- Risk oversight experience as Global Chief Auditor and through board service, including Special Litigation Committee membership .
Equity Ownership
| Ownership Measure (as of 11/30/2024 unless noted) | Value |
|---|---|
| Beneficial ownership (shares) | — (no shares reported; below 1% of class) |
| RSUs outstanding (as of 9/30/2024) | 1,776 |
| Options | None disclosed for non-employee directors |
| Ownership guidelines | 5× annual cash retainer; 5-year compliance window; directors “Met or in the process” as of 9/30/2024 |
| Hedging/pledging | Prohibited by policy (limited exceptions to pledging with safeguards) |
Insider Trades
| Item | Status |
|---|---|
| Section 16 filings | No delinquent filings reported for Tyler in FY2024 (one late Form 4 related to a gift was for another director) |
| Form 4 activity noted in proxy | None disclosed for Tyler |
| Beneficial ownership context | “—” indicates no reported share ownership; RSUs outstanding shown separately |
Governance Assessment
- Strengths: Independent status; deep HR/talent and audit/risk background aligned with Governance Committee mandate; active engagement through Special Litigation Committee on controlled substances litigation oversight; Board-wide policies on overboarding, retirement, tenure limits, and stock ownership enhance discipline .
- Engagement/attendance: Board held 16 meetings; each director attended ≥75% of board/committee meetings; independent director executive sessions held regularly under Lead Independent Director .
- Alignment and policies: Time-based RSU grants with stock ownership guidelines; prohibitions on hedging/pledging; clawback frameworks in place for incentive awards under Omnibus plans .
- Potential red flags: Early-stage ownership (no beneficial shares reported yet) indicates limited current “skin in the game,” though within 5-year guideline window; related-party concentration with WBA is a company-level governance risk but not tied to Tyler .