Werner Baumann
About Werner Baumann
Werner Baumann, age 62, is an independent director of Cencora (COR) and has served on the Board since October 2023. He sits on the Audit Committee, the Compensation and Succession Planning Committee, and chairs the Special Litigation Committee. He previously served as CEO and Chairman of the Board of Management of Bayer AG (2016–2023) and as Chief Sustainability Officer (2020–2023), with earlier roles as CFO (2010–2014) and Chief Strategy and Portfolio Officer (2014–2016). The Board confirms his independence; he currently serves on no other public company boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG | Chief Executive Officer; Chairman of the Board of Management | May 2016 – May 2023 | Led multinational operations; governance and risk oversight experience noted by COR. |
| Bayer AG | Chief Sustainability Officer | Jan 2020 – May 2023 | Sustainability leadership cited among qualifications. |
| Bayer AG | Chief Strategy and Portfolio Officer | 2014 – 2016 | Strategy and portfolio management. |
| Bayer AG | Chief Financial Officer | 2010 – 2014 | Financial leadership; global markets experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None (current public company boards) | — | — | COR discloses no current public company directorships for Baumann. |
Board Governance
- Committee assignments: Audit Committee member (9 meetings in fiscal 2024); Compensation and Succession Planning Committee member (7 meetings in fiscal 2024); Chair, Special Litigation Committee formed January 12, 2024 to review a derivative complaint related to distribution of controlled substances.
- Independence: Board determined Baumann is independent, and all members of the Audit and Compensation Committees are independent under NYSE/SEC standards.
- Attendance and engagement: The Board met 16 times in fiscal 2024 (seven special); each director attended at least 75% of aggregate Board and applicable committee meetings. Independent directors meet before committee meetings and after each regular Board meeting.
- Board refreshment/limits: Directors elected after Aug 18, 2022 (includes Baumann) offer to resign at the annual meeting following their 15th anniversary; retirement policy at age 75. Overboarding policy: non-CEO directors may serve on no more than three other public company boards.
Fixed Compensation
| Category (Fiscal 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $145,594 |
| Stock Awards (RSUs) – Grant Date Fair Value | $290,032 |
| Total | $435,626 |
| Notable Additional Fees | $45,000 for service as Chair of the Special Litigation Committee formed Jan 12, 2024. |
- Structure: Non-employee director pay consists of an annual cash retainer plus an annual RSU grant; directors may take retainers in cash, common stock, RSUs, or defer into the deferred compensation plan.
- Committee chair fee schedule (FY24): Audit $25,000; Compensation & Succession Planning $20,000; Compliance & Risk $25,000; Finance $20,000; Governance/Sustainability/CSR $20,000.
Performance Compensation
| Element | Design | Metrics | Vesting / Dates |
|---|---|---|---|
| Annual Director Equity | RSUs granted annually (time-based) | None – not performance-conditioned | One-year vesting from grant; FY24 grant on March 12, 2024; deferral optionality available. |
Directors are not awarded performance shares; RSU awards for directors are time-based and are not tied to TSR, EPS, or other metrics.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None. |
| Independence review of business ties | Board considered that some directors are/were executives or directors of companies for which COR performs services in the ordinary course and still determined independence for all such nominees, including Baumann. |
Expertise & Qualifications
- Healthcare and distribution experience; senior executive roles with deep operating expertise.
- Global markets leadership of a multinational company.
- Governance and risk oversight from prior CEO, Chairman, CSO, CFO, and strategy roles at Bayer AG.
Equity Ownership
| Ownership Item | Amount / Status |
|---|---|
| Common stock beneficially owned (as of Nov 30, 2024) | — shares; less than 1% of class. |
| Outstanding RSUs (as of Sep 30, 2024) | 1,776 RSUs. |
| Director stock ownership guideline | 5x annual cash retainer; compliance within 5 years of Board election. |
| Compliance status | As of Sep 30, 2024, all non-employee directors were either compliant or within their five-year window. |
| Hedging/pledging policy | Company policy prohibits hedging and pledging by directors and executive officers. |
Governance Assessment
-
Strengths
- Independent director on key oversight committees (Audit, Compensation); chairing Special Litigation Committee signals direct involvement in legal/compliance oversight during a sensitive period.
- Strong global governance, risk, and financial leadership credentials from Bayer tenure; aligns with COR’s identified board skill needs (governance, global markets, risk).
- Board-wide engagement and structure: documented 16 meetings in FY24 with minimum 75% attendance for each director; independent director executive sessions enhance oversight.
-
Watch items / potential red flags
- Low current beneficial ownership (no common shares reported as of 11/30/24) may limit perceived alignment; mitigating factors include outstanding RSUs (1,776), a five-year ownership build period, and a policy prohibiting hedging/pledging.
- Additional compensation for Special Litigation Committee service ($45,000) is appropriate for workload but can raise perception risk if it becomes a large share of total director pay; nonetheless, it is disclosed and committee independence is maintained.
- Potential commercial interlocks inherent in the industry were considered by the Board in independence determinations; Baumann was deemed independent.
Overall signal: governance involvement is high (SLC chair; core committees). Independence affirmed; ownership alignment expected to strengthen over the five-year guideline horizon.