CENCORA, INC., DEF 14A filed on 1/23/2025
Proxy Statement (definitive)
v3.24.4
Cover
 12 Months Ended
Sep. 30, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Cencora, Inc.
Entity Central Index Key 0001140859
v3.24.4
Pay vs Performance Disclosure
 12 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
$ / shares
Sep. 30, 2022
USD ($)
$ / shares
Sep. 30, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Year
Summary
Compensation
Table Total
for PEO(1,2)
($)
Compensation
Actually Paid
to PEO(1,3)
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(1,2)
($)
Average
Compensation
Actually Paid to
Non-PEO
NEOs(1,3)
($)
Value of Initial Fixed $100
Investment Based on:(4)
Net
Income
($ millions)
Adjusted
EPS
($)(5)
Company Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
($)(4)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Fiscal 2024
18,475,171 61,395,926 7,811,607 17,289,060 
244.03
155.91
1,519 
13.76
Fiscal 202317,511,240 33,835,589 5,086,164 8,310,891 
193.34
128.13 1,733 11.99 
Fiscal 202216,735,752 26,067,277 4,449,340 6,444,163 143.70 118.43 1,667 11.03 
Fiscal 202114,873,815 39,787,688 4,602,193 10,407,833 125.20 122.56 1,545 9.26 
      
Company Selected Measure Name Adjusted EPS      
Named Executive Officers, Footnote Steven H. Collis served as the Company’s PEO for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are as follows: for fiscal 2024, James. F. Cleary, Robert P. Mauch, Elizabeth S. Campbell and Silvana Battaglia; for fiscal 2023, James F. Cleary, Robert P. Mauch, Gina K. Clark, and Elizabeth S. Campbell; for fiscal 2022, James F. Cleary, Robert. P. Mauch, Gina K. Clark, and Silvana Battaglia; and for fiscal 2021, James F. Cleary, Robert P. Mauch, Gina K. Clark, and John G. Chou.      
Peer Group Issuers, Footnote For purposes of calculating TSR for our peer group, the S&P 500 Health Care Index (the “Peer Group TSR”) was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. In accordance with applicable SEC rules, the Peer Group TSR was calculated on a market capitalization
weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on September 30, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends.
      
PEO Total Compensation Amount $ 18,475,171 $ 17,511,240 $ 16,735,752 $ 14,873,815
PEO Actually Paid Compensation Amount $ 61,395,926 33,835,589 26,067,277 39,787,688
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for the Company’s PEO for each corresponding fiscal year in the “Total” column of the SCT. The dollar amounts reported in column (d) are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the SCT. Refer to the SCT set forth on page 68 for further detail.The dollar amounts reported in columns (c) and (e) represent the amounts of CAP to PEO and average CAP to Non-PEO NEOs, respectively. CAP does not necessarily represent cash and/or equity value transferred to the PEO or applicable Non-PEO NEO without restriction, but rather is a value calculated in accordance with applicable SEC rules. CAP reflects the exclusions and inclusions of certain amounts as set forth below. As the Company does not have a defined benefit plan, no adjustments for pension benefits are included in the below tables. Equity values are calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards columns are the totals from the Stock Awards column set forth in the SCT.
Year
SCT Total for
PEO
 ($)
Exclusion of
Stock Awards for PEO
($)
Inclusion of
Equity Values
for PEO
($)
CAP
to PEO
($)
Fiscal 202418,475,171 (12,500,101)55,420,856 61,395,926 
Fiscal 202317,511,240 (12,500,174)28,824,523 33,835,589 
Fiscal 202216,735,752 (11,250,120)20,581,645 26,067,277 
Fiscal 202114,873,815 (10,500,201)35,414,074 39,787,688 
YearYear-End Fair
Value of Equity
Awards
Granted During
Fiscal Year that
Remained Outstanding and
Unvested as of
Last Day of Fiscal
Year for PEO
($)
Plus,
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Last Day of
Fiscal Year of
Outstanding
and Unvested
Equity Awards
for PEO
($)
Plus,
Vesting-Date
Fair Value of
Equity Awards
Granted During
Fiscal Year that
Vested During
Fiscal Year for
PEO
($)
Plus,
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Fiscal
Year for PEO
($)
Minus,
Fair Value at
Last Day of
Prior Fiscal Year
of Equity Awards
that Failed to
Meet Applicable
Vesting
Conditions
During Fiscal
Year for PEO
($)
Plus,
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
PEO
($)
Total -
Inclusion of
Equity Values
for PEO
 ($)
Fiscal 2024
19,415,054 16,408,396 — 19,597,406 — — 55,420,856 
Fiscal 202314,972,771 7,221,775 211,618 6,418,359 — — 28,824,523 
Fiscal 202211,642,181 5,727,847 — 3,211,617 — — 20,581,645 
Fiscal 202115,030,404 11,804,432 — 8,579,238 — — 35,414,074 
      
Non-PEO NEO Average Total Compensation Amount $ 7,811,607 5,086,164 4,449,340 4,602,193
Non-PEO NEO Average Compensation Actually Paid Amount $ 17,289,060 8,310,891 6,444,163 10,407,833
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for the Company’s PEO for each corresponding fiscal year in the “Total” column of the SCT. The dollar amounts reported in column (d) are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the SCT. Refer to the SCT set forth on page 68 for further detail.
Year
Average
SCT Total for
Non-PEO
NEOs
 ($)
Average
Exclusion of
Stock Awards
for
Non-PEO
NEOs
($)
Average
Inclusion of
Equity Values
for Non-PEO
NEOs
 ($)
Average
CAP
to Non-PEO
NEOs
($)
Fiscal 2024
7,811,607 (5,475,399)14,952,852 17,289,060 
Fiscal 20235,086,164 (3,125,162)6,349,889 8,310,891 
Fiscal 20224,449,340 (2,525,163)4,519,986 6,444,163 
Fiscal 20214,602,193 (2,550,086)8,355,726 10,407,833 
Year
Average Year-
End Fair Value
of Equity
Awards
Granted During
Fiscal Year that
Remained
Outstanding
and Unvested as
of Last Day of
Fiscal Year for
Non-PEO NEOs
($)
Plus,
Average
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Last Day of
Fiscal Year of
Outstanding
and Unvested
Equity Awards
for Non-PEO
NEOs
($)
Plus,
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Fiscal Year that
Vested During
Fiscal Year for
Non-PEO NEOs
($)
Plus,
Average
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Fiscal
Year for
Non-PEO NEOs
($)
Minus,
Average Fair
Value at Last
Day of Prior
Fiscal Year of
Equity Awards
that Failed to
Meet Applicable
Vesting
Conditions
During Fiscal
Year for
Non-PEO NEOs
($)
Plus,
Average Value
of Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Non-PEO
NEOs
 ($)
Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
Fiscal 2024
7,300,423 3,588,264 — 4,064,165 — — 14,952,852 
Fiscal 20233,753,521 1,321,780 43,514 1,231,074 — — 6,349,889 
Fiscal 20222,662,853 1,185,599 — 671,534 — — 4,519,986 
Fiscal 20213,650,284 2,680,338 — 2,025,104 — — 8,355,726 
      
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO CAP and TSR
The following chart sets forth the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.
Given the emphasis in our executive compensation program on long-term incentives, which are tied to our stock price, we believe that the CAP to our PEO and Non-PEO NEOs is closely aligned with our stock price performance. Specifically, for each year shown in the table above and the graph below, more than half of the target compensation to the PEO and Non-PEO NEOs was delivered in the form of long-term, stock-based incentives, as described in the Compensation Disclosure and Analysis section on page 44.
PEO and Average Non-PEO NEO CAP vs. TSR
5958
Fiscal Year
Tickers 2-01.jpg
PEO CAP
02 438334-3_icon_NEO CAP legend.jpg
Average Non-PEO NEO CAP
ico_legend_2-03.jpg 
Cencora TSR
02_438334-1_icon_legends.jpg 
Peer Group TSR
      
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO CAP and Net Income
The following chart sets forth the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and the Company’s net income during the four most recently completed fiscal years.
The Company’s net income increased during fiscal 2021, fiscal 2022, and fiscal 2023, but decreased during fiscal 2024. CAP to the PEO and average CAP to the Non-PEO NEOs, however, varied significantly each year and does not align with the Company’s net income results. This is primarily because the Company does not use net income to determine executive compensation opportunities or outcomes. As a result, while the Company is required to include net income as a comparison in the Pay Versus Performance table above and the graph below, we would not necessarily expect to see alignment between our CAP and net income outcomes.
PEO and Average Non-PEO NEO CAP vs. Net Income
8304
Fiscal Year
Tickers 2-01.jpg
PEO CAP
02 438334-3_icon_NEO CAP legend.jpg
Average Non-PEO NEO CAP
ico_legend_2-03.jpg 
Cencora Net Income
      
Compensation Actually Paid vs. Company Selected Measure
Relationship Between PEO and Non-PEO-NEO CAP and Adjusted EPS
The following chart sets forth the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and the Company’s Adjusted EPS during the four most recently completed fiscal years.
Aside from our stock price performance, we believe that Adjusted EPS is the most important financial metric that ties our NEOs’ compensation to our performance. We have improved our Adjusted EPS from fiscal 2021 to fiscal 2024, as reflected in the Pay Versus Performance table above and illustrated in the graph below. Our year-over-year CAP outcomes over that same period do not always align directionally with the year-over-year Adjusted EPS outcomes because the greatest sensitivity to our NEOs’ compensation is tied to our stock price. As such, we expect that stock price will continue to have a much larger impact on CAP than Adjusted EPS.
PEO and Average Non-PEO NEO CAP vs. Adjusted EPS
7312
Fiscal Year
Tickers 2-01.jpg
PEO CAP
02 438334-3_icon_NEO CAP legend.jpg
Average Non-PEO NEO CAP
ico_legend_2-03.jpg 
Cencora Adjusted EPS
      
Total Shareholder Return Vs Peer Group
Relationship Between PEO and Non-PEO NEO CAP and TSR
The following chart sets forth the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.
Given the emphasis in our executive compensation program on long-term incentives, which are tied to our stock price, we believe that the CAP to our PEO and Non-PEO NEOs is closely aligned with our stock price performance. Specifically, for each year shown in the table above and the graph below, more than half of the target compensation to the PEO and Non-PEO NEOs was delivered in the form of long-term, stock-based incentives, as described in the Compensation Disclosure and Analysis section on page 44.
PEO and Average Non-PEO NEO CAP vs. TSR
5958
Fiscal Year
Tickers 2-01.jpg
PEO CAP
02 438334-3_icon_NEO CAP legend.jpg
Average Non-PEO NEO CAP
ico_legend_2-03.jpg 
Cencora TSR
02_438334-1_icon_legends.jpg 
Peer Group TSR
      
Tabular List, Table
Measure
Adjusted Operating Income*
Adjusted EPS*
Adjusted Free Cash Flow*
Adjusted ROIC*
      
Total Shareholder Return Amount $ 244.03 193.34 143.70 125.20
Peer Group Total Shareholder Return Amount 155.91 128.13 118.43 122.56
Net Income (Loss) $ 1,519,000,000 $ 1,733,000,000 $ 1,667,000,000 $ 1,545,000,000
Company Selected Measure Amount | $ / shares 13.76 11.99 11.03 9.26
PEO Name Steven H. Collis      
Additional 402(v) Disclosure The dollar amounts reported in columns (c) and (e) represent the amounts of CAP to PEO and average CAP to Non-PEO NEOs, respectively. CAP does not necessarily represent cash and/or equity value transferred to the PEO or applicable Non-PEO NEO without restriction, but rather is a value calculated in accordance with applicable SEC rules. CAP reflects the exclusions and inclusions of certain amounts as set forth below. As the Company does not have a defined benefit plan, no adjustments for pension benefits are included in the below tables. Equity values are calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards columns are the totals from the Stock Awards column set forth in the SCT.Represents a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including required GAAP to non-GAAP reconciliations.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Operating Income*      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EPS*      
Non-GAAP Measure Description We determined Adjusted EPS to be the most important financial performance measure used to link Company performance to CAP to the PEO and Non-PEO NEOs in fiscal 2024. This performance measure may not have been the most important financial performance measure for the other fiscal years presented and we may determine a different financial performance measure to be the most important financial performance measure in the future. Adjusted EPS is a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including GAAP to non-GAAP reconciliations.
The Pay Versus Performance table above and the graphs and narrative discussion below compare the CAP to our PEO and the average of the CAP to our non-PEO NEOs with: (i) the Company’s cumulative TSR and the Peer Group TSR; (ii) the Company’s net income; and (iii) the Company’s Adjusted EPS, in each case, for the fiscal years ended September 30, 2024, 2023, 2022, and 2021. TSR amounts reported in the table above and the graphs below assume an initial fixed investment of $100 and that all dividends, if any, were reinvested.
      
Measure:: 3        
Pay vs Performance Disclosure        
Name Adjusted Free Cash Flow*      
Measure:: 4        
Pay vs Performance Disclosure        
Name Adjusted ROIC*      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (12,500,101) $ (12,500,174) $ (11,250,120) $ (10,500,201)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 55,420,856 28,824,523 20,581,645 35,414,074
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 19,415,054 14,972,771 11,642,181 15,030,404
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 16,408,396 7,221,775 5,727,847 11,804,432
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 211,618 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 19,597,406 6,418,359 3,211,617 8,579,238
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (5,475,399) (3,125,162) (2,525,163) (2,550,086)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 14,952,852 6,349,889 4,519,986 8,355,726
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,300,423 3,753,521 2,662,853 3,650,284
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,588,264 1,321,780 1,185,599 2,680,338
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 43,514 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,064,165 1,231,074 671,534 2,025,104
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0