Redonda Miller
About Redonda G. Miller, M.D.
Independent director since January 2023 (age 58); President of The Johns Hopkins Hospital since 2016 with prior Chief Medical Officer roles at Johns Hopkins Hospital and Health System and associate professorship at Johns Hopkins University since 2006. On Cencora’s Board, she serves as Chair of the Compliance and Risk Committee and is a member of the Executive Committee, Governance, Sustainability and Corporate Responsibility Committee, and Special Litigation Committee; she holds no current public company directorships. Independence affirmed under NYSE standards; Board states each director attended at least 75% of combined Board and committee meetings in fiscal 2024 (Board met 16 times).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Johns Hopkins Hospital | President | 2016–present | Leads one of the top U.S. medical centers; deep healthcare operations oversight |
| Johns Hopkins Hospital & Health System | Chief Medical Officer & SVP Medical Affairs | 2016–2017 | Clinical governance and risk oversight at large academic health system |
| Johns Hopkins Hospital & Health System | Chief Medical Officer & VP Medical Affairs | 2009–2016 | Medical affairs leadership; patient safety and regulatory compliance |
| The Johns Hopkins University | Associate Professor, Dept. of Medicine | 2006–present | Academic leadership; physician-scientist perspective |
| Invivyd, Inc. (formerly Adagio Therapeutics) | Director | Nov 2021–Oct 2022 | Biopharma board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gilchrist Hospice Care, Inc. | Director | Not disclosed | Non-profit healthcare governance |
| Turnaround Tuesday Inc. | Director | Not disclosed | Community workforce initiative governance |
| Public company boards | None | — | No current public company directorships |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director; Board maintains majority independence and committee independence (Audit, Compensation, Governance fully independent) |
| Committee assignments | Chair: Compliance & Risk; Member: Executive; Governance, Sustainability & Corporate Responsibility; Special Litigation |
| Committee meetings (FY2024) | Compliance & Risk: 5 meetings; Governance: 4 meetings; Audit: 9 (context); Compensation: 7 (context) |
| Executive Committee | Composed of Executive Chairman, Lead Independent Director, CEO, and chairs of the five standing committees; Miller sits by virtue of chairing Compliance & Risk |
| Special Litigation Committee | Formed Jan 12, 2024; Miller appointed member; oversight of derivative complaint related to distribution of controlled substances |
| Attendance & engagement | Board met 16 times in FY2024; each director attended ≥75% of Board and assigned committee meetings; directors attend annual meeting; regular director-only executive sessions led by Lead Independent Director |
| Risk oversight focus | Compliance & Risk Committee oversees enterprise risk, legal/regulatory compliance, controlled substances monitoring; quarterly reports from compliance leaders |
Fixed Compensation (Director)
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 151,302 | Includes committee chair/member fees and Special Litigation Committee fees where applicable |
| Committee chair fees (program terms) | 25,000 | Compliance & Risk Committee chair annual retainer |
| Special Litigation Committee fees | 37,500 | FY2024 compensation for SLC members (Miller and Tyler); chair received $45,000 (Baumann) |
Performance Compensation (Director)
| Award | Grant Date | Shares/Units (#) | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | Mar 12, 2024 | Not disclosed (outstanding RSUs: 843) | 200,162 | One year from grant, subject to continued service or retirement conditions | Directors receive annual RSUs under 2022 Omnibus Incentive Plan; settlement deferral optional |
| Outstanding RSUs (as of 9/30/2024) | — | 843 | — | — | Reported for Miller; reflects unvested director equity |
Director equity is time-based (RSUs); no performance-share metrics apply to non-employee director grants. Deferral available via Amended and Restated Deferred Compensation Plan; perquisites include prescription drug benefit and education/meeting-related reimbursements.
Other Directorships & Interlocks
| Entity | Relationship | Interlock Risk | Disclosure |
|---|---|---|---|
| Walgreens Boots Alliance (WBA) | 5%+ holder; designated director (Ornella Barra); large commercial counterparty | Structural related-party exposure at company level; not specific to Miller | WBA accounted for ~$76.5B revenue (~26%) and $9.0B receivables in FY2024; voting and standstill covenants under Shareholders Agreement |
| Johns Hopkins Hospital | Miller is President | Potential sector adjacency (provider); no related-person transaction disclosed | Related Persons Transactions Policy requires Audit Committee review; no Miller-related transactions disclosed in proxy sections reviewed |
Expertise & Qualifications
- Healthcare leadership and clinical governance: President of a leading academic hospital; extensive physician and health system experience .
- Governance and risk oversight: Chairs Compliance & Risk; member of Executive, Governance, and Special Litigation Committees .
- Academic and industry perspective: Associate professorship; prior biopharma board experience (Invivyd) .
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Outstanding RSUs | 843 | As of Sep 30, 2024 |
| Stock ownership guidelines | 5x annual cash retainer | Compliance assessed annually; status “Met or in the process” as of Sep 30, 2024 for non-employee directors (excludes WBA designee) |
| Hedging/pledging policy | Prohibited for directors; limited exception process for pledging | Trading Policy bans short sales/options/hedges; separate policy restricts pledging; exceptions only under strict conditions |
Governance Assessment
- Strengths: Independent director with deep healthcare operations expertise; chairs Compliance & Risk during a period of heightened regulatory focus; participates in Special Litigation Committee—signals active oversight of controlled substances and litigation risks; consistent attendance and engagement; director compensation balanced between cash and equity with ownership alignment via RSUs and stock ownership guidelines.
- Potential conflicts: Senior executive role at a major hospital system presents sector adjacency; however, no related-person transactions involving Miller disclosed, and the Audit Committee reviews any such transactions per policy—mitigates conflict risk.
- Red flags: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or unusual director pay practices; Special Litigation Committee participation is a positive governance signal rather than a red flag.
Implications: Miller’s committee leadership and litigation oversight bolster investor confidence in risk management and compliance. Her healthcare expertise aligns with Cencora’s core operations, while independence and ownership policies support board effectiveness and alignment.