Lon Greenberg
About Lon R. Greenberg
Lon R. Greenberg, age 74, is an independent director of Cencora (COR) since May 2013. He is the former CEO and Chairman of UGI Corporation and currently chairs Cencora’s Governance, Sustainability and Corporate Responsibility Committee while serving on the Compliance & Risk and Executive Committees. His credentials emphasize financial literacy, global operations experience, healthcare governance exposure, and regulatory/governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UGI Corporation | Chief Executive Officer | 1995–April 2013 | Led diversified global energy operations; financial and regulatory stewardship |
| UGI Corporation | Chairman of the Board | 1996–January 2016 | Board leadership and governance |
| UGI Utilities, Inc.; AmeriGas Propane (UGI subs) | Director | Not disclosed | Oversight of utility and propane distribution subsidiaries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temple University | Board of Trustees member | Not disclosed | Higher-education governance |
| Temple University Health System | Chairman of the Board | Not disclosed | Healthcare system oversight |
| The Philadelphia Foundation | Director | Not disclosed | Philanthropy governance |
| Aqua America (Essential Utilities), Ameriprise Financial | Prior public company director | Not disclosed | Prior public company board service |
| Fox Chase Cancer Center; United Way of Greater Philadelphia & Southern NJ | Prior board roles | Not disclosed | Non-profit healthcare and community impact |
Board Governance
- Independence: The Board determined Greenberg is independent under NYSE/SEC standards; he has no material relationship with Cencora .
- Committees: Governance, Sustainability and Corporate Responsibility (Chair); Compliance & Risk; Executive .
- Attendance: The Board met 16 times in FY2024; each director attended ≥75% of Board and assigned committee meetings .
- Executive sessions: Independent directors meet before each committee meeting and after each Board meeting; the Lead Independent Director presides .
- Tenure and retirement policy: Director since 2013; Cencora policy requires directors to offer to resign at the annual meeting following their 75th birthday, and chairs rotate regularly .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Governance, Sustainability and Corporate Responsibility | Chair | 4 |
| Compliance & Risk | Member | 5 |
| Executive | Member | Not disclosed |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | 122,500 | Includes annual cash retainer and applicable committee retainer(s) |
| Governance Committee Chair Fee | 20,000 | Annual chair retainer |
- Perquisites: Directors receive a prescription drug benefit and reimbursement for education programs, transportation, food and lodging related to board service .
- Deferral options: Directors may defer retainers and RSU settlement into the Amended and Restated Deferred Compensation Plan, electing lump sum or installments post-service .
Performance Compensation
| Item | Grant Date | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Award (FY2024) | March 12, 2024 | 200,162 | One-year service-based vesting | Standard non-employee director grant; Ms. Barra waived compensation |
| Outstanding RSUs (as of 9/30/2024) | — | — | — | 9,081 RSUs outstanding |
- Metrics: Director equity is service-based RSUs; no performance metrics apply to director compensation (performance shares and operating metrics are for executives) .
Other Directorships & Interlocks
| Company | Status | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Current public company boards | None | — | None disclosed |
| Prior public boards | Essential Utilities (Aqua America), Ameriprise Financial | Director | No current overlap with Cencora customers/suppliers disclosed |
- Related-party framework: Audit Committee must pre-approve related person transactions >$120,000; considers independence/conflict impacts .
Expertise & Qualifications
- Financial expertise and literacy from executive and public board roles .
- Global markets and distribution experience as former UGI CEO .
- Healthcare governance exposure via hospital/health system boards .
- Governance and regulatory experience as UGI Chairman and prior public company director .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Common Stock) | 21,320 shares; <1% of class |
| Outstanding RSUs | 9,081 (as of 9/30/2024) |
| RSUs vesting within 60 days of 11/30/2024 | 2,101 RSUs vesting on January 15, 2025 |
| Hedging/pledging | Company policy prohibits short sales, hedging, and pledging by directors, with limited exception process; no pledging disclosed |
| Stock ownership guideline | 5× annual cash retainer; as of 9/30/2024 all non-employee directors were met/in-process per compliance timeline |
Governance Assessment
- Committee leadership and board effectiveness: As Governance Chair, Greenberg oversees board structure and practices, ESG reporting, director selection/succession, non-employee director pay, and annual board/committee evaluations—key levers for governance quality and investor confidence .
- Independence and risk oversight: Membership on Compliance & Risk adds direct oversight of legal/regulatory compliance, enterprise risk management, opioid-related monitoring, and quarterly updates—supporting robust risk governance .
- Attendance/engagement: FY2024 board workload was high (16 meetings); all directors met ≥75% attendance; independent directors hold regular executive sessions—signals strong engagement .
- Alignment and safeguards: Strict prohibitions on hedging/pledging and director ownership guidelines (5× retainer) support alignment; director compensation program remained stable in FY2024 and targets peer median .
- Systemic related-party exposure: Cencora’s strategic relationship with Walgreens Boots Alliance (WBA) is material (FY2024 revenue from WBA $76.5B, ~26% of revenues; receivables $9.0B), and WBA designates a board director; Audit Committee reviews related-person transactions—ongoing governance vigilance is warranted .
- Refresh risk and continuity: At age 74, Greenberg falls under the retirement policy requiring an offer to resign following his 75th birthday, implying near-term board refresh planning while preserving committee leadership continuity .
- Insider reporting compliance: One Form 4 gift to a charitable trust was filed late due to administrative error—minor process lapse noted in the proxy’s Section 16(a) disclosures .