Lorence Kim
About Lorence H. Kim, M.D.
Lorence H. Kim is an independent director of Cencora (COR), age 50, serving since October 2022; he is Venture Partner at Ascenta Capital, and previously CFO of Moderna (2014–2020) and Co-Head of Biotechnology Investment Banking at Goldman Sachs (2000–2014). He brings financial and healthcare expertise as a physician and industry executive and currently serves on the boards of Revolution Medicines and TD Cowen; he is also a member of the American Red Cross Board of Governors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Managing Director; Co-Head, Biotechnology Investment Banking | Jul 2000 – Apr 2014 | Led biotech financing/advisory; deep capital markets exposure |
| Moderna, Inc. | Chief Financial Officer | Apr 2014 – Jun 2020 | Scaled finance through pivotal growth; biotech operating experience |
| Third Rock Ventures | Venture Partner | Sep 2020 – Dec 2022 | Investment and portfolio governance in life sciences |
| Seres Therapeutics, Inc. | Director | Oct 2014 – Jun 2020 | Biotech board governance and risk oversight |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Revolution Medicines, Inc. (Nasdaq: RVMD) | Director | Since Jul 2022 | Current public company board |
| TD Cowen (formerly Cowen, Inc.; now a subsidiary of TD Bank, N.A.) | Director | Since Feb 2022 | Financial services governance |
| American Red Cross | Board of Governors | Current | Non-profit governance |
Board Governance
| Category | Details |
|---|---|
| Independence | Determined independent under NYSE/SEC standards |
| Board Committees | Compensation & Succession Planning; Executive; Finance (Chair) |
| Committee Meeting Cadence | Compensation & Succession Planning: 7 in FY2024; Finance: 5 in FY2024 |
| Board Meeting Cadence & Attendance | Board met 16 times in FY2024; each director attended ≥75% of Board and committee meetings on which they served |
| Lead Independent Director Structure | LID role with robust authorities in place (context for independent oversight) |
- Finance Committee chair responsibilities include oversight of capital structure, liquidity, financing plans, dividend policy, stock issuance/repurchases, major capital expenditures, and M&A—indicating high engagement in capital allocation and strategic transactions .
- Non-employee director committees (Audit, Compensation, Governance) are fully independent; committee members receive no consulting/advisory fees beyond director compensation, supporting independence .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (RSUs, grant-date fair value) | $200,162 |
| Total | $320,162 |
- Program structure: annual cash retainer plus annual RSU grant; targeted at peer median; employees receive no director compensation; WBA designee waives compensation .
- Committee chair fee schedule: Finance Chair $20,000 (Audit $25,000; Compensation $20,000; Compliance & Risk $25,000; Governance $20,000) .
- Deferral: directors may defer retainers into the Deferred Compensation Plan and/or defer RSU settlement; may elect to receive foregone cash retainer in Common Stock or RSUs; distributions after service end per elected schedule .
- Perquisites: prescription drug benefit; reimburse education programs, transportation, food, lodging tied to board service .
- Director stock ownership guideline: 5x annual cash retainer, within 5 years of election; as of Sept 30, 2024, all non-employee directors were in compliance or within the 5-year ramp (WBA designee excluded) .
Performance Compensation
| Equity Grant Detail | Disclosure |
|---|---|
| Annual grant date | March 12, 2024 (non-employee directors) |
| Award type | RSUs (time-based) |
| Grant-date fair value (FY2024) | $200,162 |
| Vesting | One year from grant, subject to continued Board service or specified retirement eligibility (age+service ≥65) |
| Settlement deferral option | Available at director election |
| Performance metrics tied to director equity | None (director RSUs are time-based; performance metrics apply to executive NEO plans) |
Context: Company’s NEO incentive metrics (not applicable to directors) inform pay-for-performance culture:
| Metric (NEO programs) | Weight | Purpose |
|---|---|---|
| Adjusted Operating Income | 40% | Operational profitability focus |
| Adjusted EPS | 25% | Aligns with valuation/shareholder expectations |
| Adjusted Free Cash Flow | 25% | Working capital discipline; capital deployment capacity |
| ESG Objectives | 10% | Business resiliency; inclusion/diversity goals |
- FY2024 AIP outcomes for NEOs were reduced by Committee discretion from 164.4% to 160.0% of target, illustrating disciplined application of non-GAAP adjustments and oversight; this is informative for governance quality but not part of director pay .
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure | Independence/Related Party View |
|---|---|---|
| Revolution Medicines (RVMD) | Biopharma exposure; potential customer/supplier ecosystem adjacency | Board explicitly reviewed independence where directors serve at companies for which Cencora performs services; Kim deemed independent |
| TD Cowen | Financial services exposure; capital markets familiarity | No consulting/advisory fees beyond director compensation; independence affirmed |
| American Red Cross | Non-profit | Not a related party transaction under policy |
- Related persons transactions: primary exposure is with WBA (≈26% of revenue; receivables ≈37% at FY2024); board-level controls via Shareholders Agreement and voting obligations; no Kim-specific related party transactions disclosed .
Expertise & Qualifications
- Financial expertise and capital markets: CFO experience at Moderna; biotech investment banking leadership at Goldman Sachs; Finance Committee chair at Cencora .
- Healthcare/biotech domain knowledge and medical training (M.D.), plus risk and regulatory exposure through prior roles and board service .
- Governance and risk oversight: service on multiple boards (TD Cowen, Revolution Medicines); experience with compliance and strategic planning .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Common Stock) | 168 shares; less than 1% of class (193,841,901 shares outstanding) |
| RSUs outstanding (as of Sept 30, 2024) | 2,735 RSUs |
| Hedging/pledging | Prohibited for directors under company policy (limited exception process documented; no exceptions disclosed) |
| Ownership guideline | 5x annual cash retainer; 5-year compliance window; directors in compliance or within window as of FY2024 |
- Equity plan practices: annual RSU grants to directors under 2022 Omnibus Incentive Plan; no backdating or retroactive RSUs; company does not currently grant new stock options; grants generally approved in November each year (beginning of fiscal year) .
Governance Assessment
- Effectiveness signals: Kim chairs Finance Committee, placing him at the center of capital structure, liquidity, financing, dividend policy, equity actions, major capex and M&A oversight—high influence on shareholder-value levers .
- Independence and conflict controls: Board reaffirmed independence despite some directors’ roles at companies receiving Cencora services; committee membership composition minimizes conflicts; related-party review centralized in Audit Committee with formal policy .
- Engagement: Board met 16 times in FY2024 with committee activity (Comp 7; Finance 5); directors met attendance expectations (≥75%), supporting active oversight .
- Ownership alignment: RSU-based director pay, mandatory stock ownership guidelines (5x retainer), and prohibitions on hedging/pledging promote alignment; Kim’s reported beneficial shares are modest, but RSUs outstanding and guideline policy provide alignment path over his 5-year window .
RED FLAGS and Risk Indicators
- Related-party concentration: WBA accounts for ~26% of revenue and substantial receivables; while not linked to Kim personally, it represents a systemic counterparty concentration requiring ongoing oversight (Board and committees actively monitor) .
- Section 16(a) compliance: Only one late Form 4 noted (Mr. Greenberg) due to administrative error; no delinquency noted for Kim .
- Loans/tax gross-ups: Company prohibits loans to directors and does not provide change-in-control tax gross-ups (context on governance posture) .
Director Compensation Mix and Signals
- Balanced cash/equity mix aligned to peer medians; RSUs vest on one-year schedules and can be deferred, supporting long-term alignment without performance cliffs for directors .
- No discretionary bonuses or option repricing for directors disclosed; equity awards follow disciplined grant practices; no evidence of underwater option repricing (company does not currently grant options) .
Say-on-Pay & Shareholder Feedback (context)
- FY2024 say-on-pay support ~94%; strong investor endorsement of compensation design and governance; independent directors participate in shareholder engagements .
Insider Trading Summary
- Section 16(a) delinquency review: no delinquent filings disclosed for Kim; only one late filing noted for another director due to administrative error .
- Company prohibits short sales, hedging, and pledging by directors; exceptions to pledging require stringent conditions and are not disclosed for Kim .