Lori Ryerkerk
About Lori J. Ryerkerk
Independent director at Cencora (NYSE: COR), appointed May 21, 2025 with an effective start date of June 1, 2025. Former Chairman, President and CEO of Celanese (joined 2019; became Chairman in 2020) and previously Executive Vice President of Global Manufacturing at Shell Downstream Inc., with 25+ years in manufacturing operations and global logistics; currently serves on the boards of Eaton Corporation and Norfolk Southern. She holds a B.S. in Chemical Engineering from Iowa State University. Cencora disclosed she is an independent director and will be compensated under its standard non‑employee director policy, pro‑rated through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celanese Corporation | Chairman, President & CEO | 2019–2024 | Led a global specialty chemicals company with extensive operations/logistics |
| Shell Downstream Inc. | EVP, Global Manufacturing | 2013–2018 | Oversaw global manufacturing operations and complex supply chains |
| Hess Corporation; Exxon Mobil | Senior leadership roles | Not disclosed | Long‑tenured leadership in manufacturing/operations (board bio references multiple roles) |
External Roles
| Organization | Role | Since | Committees/Details |
|---|---|---|---|
| Cencora (NYSE: COR) | Independent Director | Effective June 1, 2025 | No committee assignment at appointment; compensation pro‑rated under director policy |
| Eaton Corporation (NYSE: ETN) | Director | 2020 | Current public company directorship |
| Norfolk Southern (NYSE: NSC) | Independent Director | 2025 | Committees: Compensation & Talent Management; Governance & Nominating; Strategy & Planning |
| American Chemistry Council (ACC) | Officer rotation (vice chair onward) | 2024 start of officer term | Finance, Audit & Membership Committee chair during rotation; industry advocacy leadership |
Board Governance
- Independence: Appointed as a new independent director; no related‑party transactions or family relationships disclosed under Item 404(a) and none at appointment .
- Committees: Not assigned upon appointment; current IR committee roster shows no committee memberships for Lori yet (table lists members; Lori appears with no committee designations) .
- Attendance standards: In fiscal 2024, the Board met 16 times and each director attended at least 75% of combined Board/committee meetings; directors are expected to attend the annual meeting .
- Overboarding policy: Non‑CEO directors may serve on no more than three other public company boards; Lori holds two (Eaton, NSC), which is within policy .
- Governance quality: Audit, Compensation, and Governance Committees are fully independent; Cencora uses independent consultants (Pearl Meyer) for compensation oversight and engages in annual board/committee evaluations led by the Governance Chair and Lead Independent Director .
Fixed Compensation
| Element | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer | Amount not itemized in proxy summary; paid quarterly or in stock/RSUs at director election | Directors may elect cash, common stock, RSUs, or defer into the Deferred Compensation Plan |
| Annual equity grant (RSUs) | Time‑based RSUs; one‑year vest; grants made under 2022 Omnibus Incentive Plan | Directors can defer settlement; March 12, 2024 grants for incumbents had one‑year vesting |
| Committee chair fees | Audit Chair: $25,000; Compliance & Risk Chair: $25,000; Compensation Chair: $20,000; Finance Chair: $20,000; Governance Chair: $20,000 | Paid in addition to annual retainer/equity |
| Lead Independent Director | $125,000 cash retainer; $250,000 equity award | LID is separate role (currently D. Mark Durcan) |
| Perquisites | Prescription drug benefit; reimbursement for director education, transportation, food, lodging related to service | Standardized for non‑employee directors |
| Deferral options | Annual retainer and RSUs may be deferred (installments or lump sum); RSUs and dividend equivalents deferrable | Deferred Compensation Plan; company pays admin costs |
| Lori’s initial compensation | Pro‑rated cash and equity from June 1, 2025 through 2026 annual meeting under standard non‑employee policy | No special arrangements; identical program as peers |
Prohibition of loans: Cencora prohibits loans or extensions of credit to directors/officers .
Performance Compensation
| Component | Metrics | Vesting/Trigger | Applicability to Directors |
|---|---|---|---|
| Short‑term cash incentive | None | N/A | Not provided to non‑employee directors |
| Performance share (PSU) metrics | None for directors | N/A | Director equity grants are time‑based RSUs, not PSUs |
| RSU vesting | Service‑based (one year) | Continued service or qualifying retirement rule | Standard director equity design |
Other Directorships & Interlocks
| Company | Relationship to COR | Potential conflict/interlock |
|---|---|---|
| Eaton Corporation | Unrelated industrial; no disclosed transactions with COR | None disclosed; no Item 404(a) transactions |
| Norfolk Southern | Rail/transport; no disclosed transactions with COR | None disclosed; governance/committee roles noted above |
| ACC (industry association) | Non‑profit advocacy; not a COR counterparty | No related‑party transactions disclosed |
Expertise & Qualifications
- Deep global operations and supply‑chain leadership as a public company CEO and former Shell Downstream EVP; relevant to Cencora’s distribution/logistics, risk oversight, and sustainability priorities .
- Chemical engineering education with extensive manufacturing background; complements Board’s identified skills needs in governance, global markets, risk oversight, distribution/logistics, and IT/cybersecurity awareness .
Equity Ownership
| Item | Detail |
|---|---|
| Initial equity grant | Pro‑rated annual RSU grant under director policy starting June 1, 2025 |
| Stock ownership guideline | Non‑employee directors must own at least 5x annual cash retainer within 5 years of board election; compliance assessed annually |
| Beneficial ownership | Not yet reported for Lori at Nov 30, 2024 (pre‑appointment); incumbents’ ownership shown separately in proxy |
| Pledging/loans | Loans prohibited; no pledging policy disclosed in cited sections |
Governance Assessment
- Strengths: Independent appointment with no related‑party transactions or family relationships; governance structure emphasizes independent committees and annual evaluations; robust director stock ownership guidelines; clear overboarding limits—Ryerkerk’s two external boards fit within policy .
- Watch items: Committee assignment TBD—monitor for eventual placement on Audit/Compliance given operations experience; ensure time commitments remain within Cencora’s policy as responsibilities evolve across boards .
- RED FLAGS: None disclosed—no Item 404 transactions, no loans, and attendance expectations are clear; board met frequently in FY2024 with strong engagement .
Director Compensation (FY2024 Context for Peers)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Werner Baumann | 145,594 | 290,032 | 435,626 |
| D. Mark Durcan | 125,000 | 250,024 | 375,024 |
| Richard W. Gochnauer | 100,000 | 200,162 | 300,162 |
| Lon R. Greenberg | 122,500 | 200,162 | 322,622 |
| Kathleen W. Hyle | 120,000 | 200,162 | 320,162 |
| Lorence H. Kim, M.D. | 120,000 | 200,162 | 320,162 |
| Redonda G. Miller, M.D. | 151,302 | 200,162 | 351,464 |
| Dennis M. Nally | 175,232 | 200,162 | 375,394 |
| Lauren M. Tyler | 138,094 | 290,032 | 428,126 |
Notes: Directors may elect to receive stock/RSUs in lieu of cash; example elections occurred for Nally (common stock) and Baumann/Tyler (RSUs). RSU fair values reflect ASC 718 grant‑date valuation; numbers of outstanding RSUs by director are disclosed separately .
Insider Trades and Filings
| Filing/Transaction | Date | Detail |
|---|---|---|
| Form 8‑K (Appointment) | May 28, 2025 | Discloses Lori J. Ryerkerk’s appointment effective June 1, 2025; standard director compensation; no Item 404(a) transactions; no family relationships; no committee assignment at appointment |
| Press Release (Exhibit 99.1) | May 28, 2025 | Confirms independent director status and background; mentions Eaton and Norfolk Southern boards |
No Form 3/4 disclosures were cited in Cencora’s 8‑K appointment; monitor EDGAR for initial ownership filing post‑appointment .
Related‑Party Transactions and Conflicts
- None disclosed for Lori at appointment; Item 404(a) states no transactions with the company and no family relationships .
- Board independence determinations meet/exceed NYSE standards; committees comprised solely of independent directors for Audit, Compensation, Governance .
Committee Assignments, Chair Roles, and Expertise (Current State)
| Committee | Membership (FY2024 context) | Lori’s Status |
|---|---|---|
| Audit | Independent directors; Nally (Chair), Baumann, Tyler | Not assigned at appointment |
| Compensation & Succession Planning | Independent; Hyle (Chair), Baumann, Kim, Nally | Not assigned at appointment |
| Governance, Sustainability & Corporate Responsibility | Independent; Greenberg (Chair), Miller, Tyler | Not assigned at appointment |
| Finance | Kim (Chair), Barra, Hyle | Not assigned at appointment |
| Compliance & Risk | Miller (Chair), Barra, Gochnauer, Greenberg | Not assigned at appointment |
The IR committees page lists member names and currently shows no committee entries for Lori; assignment expected post‑onboarding .
Signals for Investors
- Strategic fit: Ryerkerk’s operations and logistics expertise directly supports Cencora’s end‑to‑end healthcare services strategy and enterprise risk oversight .
- Alignment: Pro‑rated RSUs and ownership guidelines (5x retainer over 5 years) create long‑term alignment without short‑term performance risk in director pay .
- Governance continuity: Independent committees, active board cadence (16 meetings FY2024), and structured evaluation/education processes enhance board effectiveness .