Mark Durcan
About D. Mark Durcan
Lead Independent Director at Cencora (ticker: COR), age 63, serving on the Board since September 2015 and as Lead Independent Director since March 2023. He is the former CEO of Micron Technology (2012–2017) with prior roles as President & COO, COO, and CTO; he is trained as a chemical engineer. Current committee assignment at Cencora: Executive Committee; independence status: independent director. Other public boards: Advanced Micro Devices (since Oct 2017) and ASML Holding NV (since Apr 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology, Inc. | Chief Executive Officer and Director | Feb 2012 – May 2017 | Led large-scale semiconductor operations and strategy . |
| Micron Technology, Inc. | President & Chief Operating Officer | Jun 2007 – Feb 2012 | Senior operations leadership . |
| Micron Technology, Inc. | Chief Operating Officer | Feb 2006 – Jun 2007 | Operations leadership . |
| Micron Technology, Inc. | Chief Technology Officer | Jun 1997 – Feb 2006 | Technology leadership . |
| MWI Veterinary Supply, Inc. | Director | Mar 2014 – Feb 2015 (acquired by Cencora in Feb 2015) | Distribution market insight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advanced Micro Devices, Inc. (Nasdaq: AMD) | Director | Since Oct 2017 | Current public company directorship . |
| ASML Holding NV (Nasdaq: ASML) | Director | Since Apr 2020 | Current public company directorship . |
| Veoneer | Director | Apr 2018 – Apr 2022 | Prior public company board . |
| Freescale Semiconductor, Inc. | Director | 2014 – 2015 | Prior public company board . |
| St. Luke’s Health System of Idaho | Director | Since Feb 2017 | Non-profit/health system board . |
| Rice University | Board of Trustees | Since Jun 2020 | Academic governance role . |
Board Governance
- Current Cencora role: Lead Independent Director since March 2023; Cencora maintains a dynamic Lead Independent Director role with refined responsibilities during CEO transition to balance Executive Chairman authority .
- Committee assignments: Executive Committee (current). Previously served on Audit and Finance (Chair) and Merger Integration committees (2016–2023 period), signaling deep financial oversight experience .
- Independence: Independent director; the Board’s majority is independent (eight of 11 nominees) and committee leadership for Audit, Compensation, Governance must be independent per corporate governance principles .
- Attendance and engagement: Board met 16 times in fiscal 2024 (seven special meetings); each director attended at least 75% of aggregate Board and relevant committee meetings; independent directors meet before/after regular meetings and the Lead Independent Director presides .
- Board practices: Annual leadership structure review; strict overboarding policy for non-employee directors; director tenure policy and rotation of committee chairs; robust evaluation process led by the Governance Chair and Lead Independent Director .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Lead Independent Director) | $125,000 | Fiscal 2024 program; no changes vs prior year . |
| Fees earned/paid in cash (Durcan, FY24) | $125,000 | As reported in the director compensation table . |
| Committee chair fees | N/A for Durcan in FY24 | Chair fee schedule disclosed; Durcan not listed as chair in FY24 . |
| Perquisites | Prescription drug benefit; reimburse education/transport/food/lodging | Standard director perquisites . |
| Deferral options | Retainer and RSU settlement deferral available | Via Deferred Compensation Plan; flexible payout schedules . |
Performance Compensation (Director)
| Component | Grant/Metric | Detail |
|---|---|---|
| Annual equity award (Lead Independent Director) | $250,000 | Fiscal 2024 program; time-vested RSUs (not performance-based) . |
| Stock awards (Durcan, FY24) | $250,024 (grant date fair value) | ASC 718 valuation; one-year vest from Mar 12, 2024 grant, subject to continued service/retirement rule . |
| Performance metrics | None for non-employee directors | Director equity is time-vested RSUs; no performance metrics apply . |
| Outstanding RSUs (as of 9/30/24) | 2,251 units (Durcan) | Outstanding RSUs by director shown in proxy . |
RSU vesting: one year from the Mar 12, 2024 grant date; settlement deferral allowed at director election .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Advanced Micro Devices (AMD) | Time commitment monitoring | Additional public board; company maintains a strict overboarding policy for non-employee directors . |
| ASML Holding NV | Time commitment monitoring | Additional public board; same overboarding policy context . |
- No related-person transactions involving Durcan are disclosed; Cencora’s Related Persons Transactions Policy governs transactions over $120,000 and highlights WBA (10.3% holder) as a related party, with Audit Committee oversight for fairness and independence .
- Hedging/pledging: Directors are prohibited from hedging and pledging Company stock; a limited exception to pledging may be granted under strict conditions; no pledges by Durcan are disclosed .
Expertise & Qualifications
- Financial Expertise; Global Markets; Information Technology/innovation oversight (as identified in director biography/skills matrix) .
- Trained as a chemical engineer (technical depth) .
- Leadership: Former CEO/COO of a large-cap public company; experience on other major public company boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| D. Mark Durcan | 20,823 | * (less than 1%) | Based on 193,841,901 shares outstanding as of Nov 30, 2024 . |
| Outstanding RSUs (not in beneficial count unless within 60 days) | 2,251 | N/A | Outstanding RSUs as of Sep 30, 2024 . |
- Stock ownership guidelines for non-employee directors: 5x annual cash retainer; as of Sep 30, 2024, all non-employee directors were in compliance or within the initial five-year phase-in period .
- Speculative trading/hedging/pledging prohibitions apply to directors; pledging exceptions require preconditions and capacity tests .
Governance Assessment
- Strengths supporting investor confidence:
- Independent LID with CEO/COO background and deep technology/operations expertise; leads independent sessions and Board evaluation process, providing counterbalance to Executive Chairman during leadership transition .
- Prior Finance Committee chair and Audit committee service indicate robust oversight capability over capital allocation and risk .
- Clean alignment in director pay: simple mix of cash retainer plus time-vested RSUs; meaningful LID retainers are transparent; deferral and ownership guidelines enhance long-term alignment; hedging/pledging prohibited .
- Watch items:
- Multiple outside public directorships (AMD, ASML) increase time demands; company notes a strict overboarding policy—monitor any changes in workload or committee expansions at Cencora and external boards .
- Related party context centers on WBA as a major shareholder; no Durcan-specific related transactions disclosed, but continued vigilance via the Audit Committee is appropriate .
Appendix: Key Current Facts
- Role: Lead Independent Director; Committee: Executive .
- Independence: Independent (Board majority independent) .
- Attendance: Board met 16x in FY24; all directors ≥75% attendance; all attended 2024 Annual Meeting .
- FY24 Director Pay (Durcan): $125,000 cash; $250,024 stock awards; total $375,024 .
- FY24 LID Program Levels: $125,000 cash retainer; $250,000 RSU award .
- Ownership: 20,823 shares (<1%); 2,251 outstanding RSUs (as of FY24 year-end) .