Cencora, Inc DEF 14A, filed Jan 23, 2025

Cencora, Inc. (COR)

DEF 14A 2025-01-23 For: 2025-03-06

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Added on June 12, 2026

About this DEF 14A

Cencora, Inc filed this DEF 14A on January 23, 2025.

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Respectfully submitted,


Steve H. Collis Executive Chairman			D. Mark Durcan Lead Independent Director
January 23, 2025


Proxy Statement Summary		4
Company H ighlights		5
Board and G overnance M atters		12

	I TEM 1: Election of D irectors	12

	Our B oard of D irectors	13
	Corporate G overnance	23
	Leadership Succession Planning	24
Director C ompensation		40

	Overview	40
	Fiscal 2024 D irector C ompensation	42
Executive C ompensation		43

	I TEM 2: Advisory V ote to A pprove the F iscal 2024 Compensation of Cencora’s Named Executive Officers	43

	Compensation D iscussion and A nalysis	44
	Report of the C ompensation C ommittee	67
	Executive C ompensation T ables	68
	CEO P ay R atio	83
	Pay V ersus P erformance	84
Audit C ommittee M atters		89

	I TEM 3: Ratif i c a t i o n o f the A ppointment of Ernst & Young LLP as Cencora’s Independent Registered Public Accounting Firm for Fiscal 2025	89

	Selection and E ngagement of A udit F irm	90
	Audit and N on-A udit Fe es	90
	Pre-A pproval P olicies	90
	Report of the A udit C ommittee	91


Stock O wnership I nformation		92

	Security O wnership of C ertain B eneficial O wners, O fficers and D irectors	92
	Equity C ompensation P lan I nformation	94
	Delinq u ent Sect ion 16(a) Reports	94
Frequently A sked Q uestions A bout the 2025 Annual Meeting of Shareholders and Voting at the Meeting		95
Other Information		100

	Availability of the A nnual R eport on F orm 10-K	100
	Requirements for S ubmission of P roxy P roposals, N omination of D irectors and O ther B usiness of S hareholders	100
Appendix A		102

	Supplemental I nformation: GAAP to N on-GAAP R econciliation	102


Adjusted Diluted EPS(1)						Adjusted Free Cash Flow(1)
$13.76 up 14.8%						$3.1B


			Delivered strong financial performance as we continued to execute on our pharmaceutical-centric strategy and benefit from the strength of our customer relationships; the robust capabilities of our global business; positive industry trends, including in areas like Specialty; and executional excellence by our purpose-driven team members.

			Robert P. Mauch assumed the role of President and Chief Executive Officer of Cencora and Steven H. Collis transitioned into the role of Executive Chairman of the Board, marking the successful completion of our leadership succession plan.

			Grew consolidated Adjusted Operating Income(1) by 10.9%, primarily driven by the strength in our U.S. Healthcare Solutions segment.

			Returned $1.9 billion to our shareholders during fiscal 2024 through a combination of dividends and share repurchases, completing $1.5 billion of opportunistic share repurchases in the fiscal year.



Our Strategy Advances Our Core Business

	Lead with market leaders: creating long-term strategic partnerships with key anchor customers	Leverage our infrastructure to increase efficiency and to support customers in meeting consumer needs: using our scale and capabilities, we better serve customers and increase the efficiency of the global pharmaceutical supply chain



Our Strategy Enhances Our Capabilities and Growth

	Expand on leadership in Specialty: building on our leading position to capture the opportunities created as pharmaceutical innovation continues to advance	Contribute to pharmaceutical outcomes: collaborating with partners both upstream and downstream to facilitate access to quality healthcare and positive outcomes for patients



Innovation is a Key Element of Our Strategy that Advances Our Core and Enhances Our Capabilities

			Invest in innovation to further drive differentiation: supporting the continuously evolving healthcare landscape by providing leading solutions for customers



Review and Assess									•Annual Meeting vote results •Shareholder policies and priorities •Regulatory developments and trends


Outreach and Engage									•Members of the Board and management meet with shareholders to provide updates and actively seek feedback on a range of topics •Feedback from engagements is shared with the full Board and relevant committees


Evaluate Feedback									•Shareholder feedback informs our ongoing process for reviewing and, where appropriate, revising or enhancing governance and compensation practices •Our Board and management review shareholder feedback to identify consistent themes


Demonstrate Responsiveness									•Our Board considers opportunities to respond to feedback, taking into account market trends and practices •See the next page for details on recent enhancements informed by shareholder feedback


	Element	Award Type	Metrics(2)

Fixed	Base Salary	•Cash	•N/A

At-Risk and/or Variable
	Short-term incentive	•Cash	•40% Adjusted Operating Income •25% Adjusted EPS •25% Adjusted Free Cash Flow •10% ESG


	Long-term incentives	•Performance shares •Restricted stock units (“RSUs”)	•75% Adjusted EPS CAGR •25% Average Annual Adjusted ROIC •+/- 15% relative TSR modifier (target payout requires relative TSR performance at 55th percentile)


			We recommend that you vote FOR the election of each of the 11 nominees named in this proxy statement to the Board of Directors.



•Ornella Barra •Werner Baumann •Frank K. Clyburn •Steven H. Collis	•D. Mark Durcan •Lon R. Greenberg •Lorence H. Kim, M.D. •Robert P. Mauch	•Redonda G. Miller, M.D. •Dennis M. Nally •Lauren M. Tyler


•Corporate Governance	•Global Markets	•Risk Oversight
•Distribution and Logistics	•Healthcare	•Sustainability and Corporate Responsibility
•Executive leadership	•IT/Cybersecurity	•Talent Management and Executive Compensation
•Financial Literacy	•Regulatory


Ornella Barra Director since January 2015 Age: 71 Committees •Compliance and Risk •Finance Other current public company boards •None						Professional experience Ms. Barra has served on the Board since January 2015. She currently serves as Chief Operating Officer, International of WBA. Previously, she served as Co-Chief Operating Officer of WBA from June 2016 until April 2021 and as Executive Vice President of WBA and President and Chief Executive of Global Wholesale and International Retail from February 2015 until June 2016. Ms. Barra served as Chief Executive, Wholesale and Brands of Alliance Boots GmbH from September 2013 until January 2015 and as Chief Executive of the Pharmaceutical Wholesale Division of Alliance Boots GmbH from January 2009 until September 2013. Prior to her role as Chief Executive of the Pharmaceutical Wholesale Division, Ms. Barra was the Wholesale and Commercial Affairs Director and a Board member of Alliance Boots plc. Prior to the merger of Alliance UniChem Plc and Boots Group plc, Ms. Barra served on the Board of Alliance Participations Limited. Ms. Barra is an honorary Professor of the University of Nottingham’s School of Pharmacy and is a member of the Advisory Council of SDA School of Management, Bocconi University. Ms. Barra was formerly a member of the Board of Directors of Assicurazioni Generali S.p.A., one of the largest Italian insurance companies, from April 2013 to April 2019. Ms. Barra was a member of the Board of Directors of Alliance Boots GmbH between June 2007 and February 2015, and was Chair of its Corporate Social Responsibility Committee from 2009 to 2014. She currently serves as a member of the Board of International Federation of Pharmaceutical Wholesalers, Inc.


						Qualifications and expertise •Global Markets. Demonstrates expertise and understanding of global markets by leading and expanding international wholesale and retail operations of multinational companies. •Healthcare and Distribution Expertise. Heads global wholesale and international retail operations for WBA. Acquired extensive experience in pharmaceutical wholesale distribution and pharmaceutical retail industries through a long career at Alliance Boots GmbH and predecessor companies, and trained as a pharmacist. •Risk Oversight. Serves as Chief Operating Officer, International of WBA and served as a director of one of the largest insurance companies in Italy. •Sustainability & Corporate Responsibility. Serves as Chair of ESG Committee of WBA Corporate Social Responsibility Committee.


Werner Baumann Independent Director since: October 2023 Age: 62 Committees: •Audit •Compensation and Succession Planning •Special Litigation (Chair) Other current public company boards: •None						Professional experience Mr. Baumann has served on the Board since October 2023. He previously served as Chief Executive Officer and Chairman of the Board of Management of Bayer AG from May 2016 until his retirement in May 2023, and as Chief Sustainability Officer from January 2020 to May 2023. Mr. Baumann joined Bayer AG in 1988 and held numerous positions of increasing responsibility at the company, including positions on the Board of Management of Bayer AG as Chief Financial Officer from 2010 to 2014 and Chief Strategy and Portfolio Officer from 2014 to 2016.


						Qualifications and expertise •Healthcare and Distribution Expertise. Has held various senior executive leadership positions and has extensive business and operating experience in and knowledge of the healthcare distribution and services market. •Global Markets. Extensive experience leading a multinational company with significant international operations. •Governance and Risk Oversight. Previously served as Chief Executive Officer, Chairman of the Board of Management, Chief Sustainability Officer, Chief Financial Officer and Chief Strategy and Portfolio Officer of Bayer AG.


Independence


Age


			3			50-59 years
			5			60-69 years
			3			70-79 years


Diversity(2)



Frank K. Clyburn Independent Director since: October 2024 Age: 60 Committees: •None Other current public company boards: •Revolution Medicines, Inc. (Nasdaq: RVMD)						Professional experience Mr. Clyburn has served on the Board since October 2024. He served as Executive Director and Chief Executive Officer of International Flavors & Fragrances Inc. from February 2022 to February 2024. Previously Mr. Clyburn served as Executive Vice President and President, Human Health of Merck & Co., Inc. (“Merck”) from March 2021 to January 2022. Mr. Clyburn held a variety of other leadership positions with Merck from 2008 to 2021 including leading the company’s oncology and market access business. Prior to Merck, Mr. Clyburn was Vice President, Oncology and Internal Medicine of Sanofi Aventis from 2004 to 2008, holding various positions of increasing responsibility for Sanofi Aventis and its predecessors since 1994. Mr. Clyburn has been a director of Revolution Medicines, Inc. since August 2024 and previously served on the Board of Directors of DuPont de Numours, Inc. from 2019 to 2022.


						Qualifications and expertise •Executive Leadership. Brings valuable experience in finance, executive leadership and strategic planning drawing from his tenure as Chief Executive Officer of International Flavors & Fragrances Inc. •Global Markets. Has significant experience in expanding global markets, product development and franchise operations for a multinational healthcare organization. •Healthcare. Possesses in-depth expertise in the healthcare and pharmaceutical industries, with a focus on oncology, developed through extensive experience at leading pharmaceutical companies. •Governance and Risk Oversight. Serves as a member of the board of directors of Revolution Medicines, Inc. and previously served as a director at DuPont de Numours, Inc.


Steven H. Collis Executive Chairman since October 2024 Director since: May 2011 Age: 63 Committees: •Executive (Chair) Other current public company boards: •None						Professional experience Mr. Collis is the Executive Chairman of the Board and the retired President and Chief Executive Officer of Cencora, positions that he held from July 2011 through September 2024. He has been a member of the Board since 2011 and served as the Board’s Chairman from March 2016 until he assumed the role of Executive Chairman on October 1, 2024. Since 1994, Mr. Collis has held a variety of positions with Cencora and its predecessors including, among others, President and Chief Operating Officer of AmerisourceBergen (from November 2010 to July 2011), Executive Vice President and President of AmerisourceBergen Drug Corporation (from September 2009 to November 2010), Executive Vice President and President of AmerisourceBergen Specialty Group (from September 2007 to September 2009) and Senior Vice President of AmerisourceBergen Corporation and President of AmerisourceBergen Specialty Group (from August 2001 to September 2007). Mr. Collis is a member of the American Red Cross Board of Governors and the Board of International Federation of Pharmaceutical Wholesalers, Inc. He served as a member of the Board of Directors of Thoratec Corporation from 2008 to 2015 and as a member of the Board of CEOs Against Cancer (PA Chapter) from 2014 to 2019.


						Qualifications and expertise •Healthcare and Distribution Expertise. Has held various senior executive leadership positions with Cencora and its predecessors and has extensive business and operating experience in wholesale pharmaceutical distribution and knowledge of the healthcare distribution and services market. •Global Markets. Led a multinational company that significantly expanded international operations. •Governance and Risk Oversight. Serves as Executive Chairman of Cencora and previously served as a director of Thoratec Corporation.



D. Mark Durcan Lead Independent Director since 2023 Director since: September 2015 Age: 63 Committees: •Executive Other current public company boards: •ASML Holding NV. (Nasdaq: ASML) •Advanced Micro Devices, Inc. (Nasdaq: AMD)						Professional experience Mr. Durcan has served on the Board since September 2015 and as the Board’s Lead Independent Director since March 2023. From 1984 until his retirement in May 2017, Mr. Durcan held various leadership positions with Micron Technology, Inc., including Chief Executive Officer and director (from February 2012 until May 2017), President and Chief Operating Officer (from June 2007 to February 2012), Chief Operating Officer (from February 2006 to June 2007), and Chief Technology Officer (from June 1997 to February 2006). Mr. Durcan served as a director of MWI Veterinary Supply, Inc. from March 2014 until we acquired it in February 2015. Mr. Durcan has served as a director for Advanced Micro Devices since October 2017 and for ASML Holding NV since April 2020. He previously served as a director of Veoneer from April 2018 to April 2022 and Freescale Semiconductor, Inc. from 2014 through 2015. Mr. Durcan has been a director of St. Luke’s Health System of Idaho since February 2017 and has served on the Board of Trustees of Rice University since June 2020. He has also served on the Semiconductor Industry Association Board and the Technology CEO Council.


						Qualifications and expertise •Financial Expertise. Brings substantial experience in the areas of finance, executive leadership and strategic planning from his former roles as Chief Executive Officer and Chief Operating Officer of Micron Technology, Inc. •Global Markets. Contributes deep understanding of global markets and extensive experience in managing global manufacturing, procurement, supply chain and quality control for a multinational corporation and, as former member of the Board of Directors of MWI Veterinary Supply, Inc., has important insight into wholesale distribution of animal health products. •Information Technology. Has unique and in-depth knowledge of technology and experience overseeing technological innovation.


Lon R. Greenberg Independent Director since: May 2013 Age: 74 Committees: •Compliance and Risk •Executive •Governance, Sustainability and Corporate Responsibility (Chair) Other current public company boards: •None						Professional experience Mr. Greenberg has served on the Board since May 2013. He served as Chairman of UGI Corporation’s Board of Directors from 1996 until January 2016 and as director of UGI Utilities, Inc. and AmeriGas Propane, both UGI Corporation subsidiaries. Mr. Greenberg served in various leadership positions throughout his tenure with UGI Corporation, most recently serving as Chief Executive Officer from 1995 until his retirement in April 2013. Mr. Greenberg is a member of the Board of Trustees of Temple University and the Board of Directors of The Philadelphia Foundation. He also serves as Chairman of the Board of Directors of Temple University Health System. He previously served as a member of the Boards of Aqua America, Inc. (now known as Essential Utilities, Inc.), Ameriprise Financial, Inc., Fox Chase Cancer Center, and the United Way of Greater Philadelphia and Southern New Jersey.


						Qualifications and expertise •Financial Expertise. Brings financial literacy and sophistication acquired through various executive, legal and corporate roles, as well as prior membership on the boards of other NYSE-listed companies. •Global Markets. Has valuable business and executive management experience in distribution and global operations as the former Chief Executive Officer of UGI Corporation. •Healthcare Expertise. Contributes experience and knowledge of the healthcare industry from his perspective as a former director of healthcare organizations. •Governance and Regulatory Experience. Served as Chief Executive Officer and Chairman of the Board of Directors of UGI Corporation, and as a director of Aqua America, Inc. (now known as Essential Utilities, Inc.) and Ameriprise Financial, Inc.



Lorence H. Kim, M.D. Independent Director since: October 2022 Age: 50 Committees: •Compensation and Succession Planning •Executive •Finance (Chair) Other current public company boards: •Revolution Medicines, Inc. (Nasdaq: RVMD)						Professional experience Dr. Kim has served on the Board since October 2022 and currently is a Venture Partner at Ascenta Capital. He served as a Venture Partner at Third Rock Ventures from September 2020 to December 2022. He served as Chief Financial Officer of Moderna, Inc. from April 2014 to June 2020. From July 2000 to April 2014, Dr. Kim held a number of positions at Goldman, Sachs & Co., most recently as Managing Director and Co-Head, Biotechnology Investment Banking. Dr. Kim has served as a director of Revolution Medicines, Inc., since July 2022, and has served as a director of TD Cowen (formerly known as Cowen, Inc. and now a subsidiary of TD Bank, N.A.) since February 2022. Dr. Kim is currently a member of the American Red Cross Board of Governors. He previously served as a member of the Board of Directors of Seres Therapeutics, Inc. from October 2014 to June 2020.


						Qualifications and expertise •Financial Expertise. Has extensive experience in biotechnology finance, including his prior service as the Chief Financial Officer of Moderna, Inc. •Healthcare Expertise. Contributes experience and knowledge of the healthcare industry from his experience as a medical doctor, his background in healthcare investment banking at Goldman Sachs and as a member of the Board of Governors of the American Red Cross. •Governance and Risk Oversight. Serves as a member of the boards of TD Cowen and Revolution Medicines, Inc. and previously served as a director at Seres Therapeutics, Inc. and other biotech companies. •Risk Management. Brings extensive experience in management, operations, capital markets, international business, financial risk management and regulatory compliance.


Robert P. Mauch Executive Director since October 2024 Director since: October 2024 Age: 58 Committees: •Executive Other current public company boards: •None						Professional experience Mr. Mauch has served as the President and Chief Executive Officer of Cencora and as a member of the Board since October 2024. From October 2022 through September 2024, Mr. Mauch was Executive Vice President and Chief Operating Officer of Cencora and previously served in a variety of other leadership positions at Cencora and its predecessor since 2007, including time leading Cencora’s distribution business. He is the founder of Xcenda, L.L.C., a life sciences commercialization and consulting firm to pharmaceutical companies, which was acquired by Cencora in 2007. Mr. Mauch is also a member of The Professional Society for Health Economics and Outcomes Research, American Society of Managed Care Pharmacy, and the American Pharmacists Association, and Chairman of the Board of Directors of the Covenant House of Philadelphia.


						Qualifications and expertise •Healthcare and Distribution Expertise. Has held various senior executive leadership positions with Cencora and has extensive business and operating experience in wholesale pharmaceutical distribution and knowledge of the healthcare distribution and services market. •Global Markets. Leads a multinational company that has significantly expanded international operations. •Governance and Risk Oversight. Serves as a member of the Board and as President and Chief Executive Officer of Cencora and was the founder of Xcenda, which was acquired by Cencora in 2007.



Redonda G. Miller, M.D. Independent Director since: January 2023 Age: 58 Committees: •Compliance and Risk (Chair) •Executive •Governance, Sustainability and Corporate Responsibility •Special Litigation Other current public company boards: •None						Professional experience Dr. Miller has served on the Board since January 2023. She has served as the President of The Johns Hopkins Hospital since 2016. Previously, Dr. Miller was Chief Medical Officer and Senior Vice President of Medical Affairs of The Johns Hopkins Hospital and Health System from 2016 to 2017, and Chief Medical Officer and Vice President of Medical Affairs of The Johns Hopkins Hospital and Health System from 2009 to 2016. Dr. Miller has been an associate professor in the Department of Medicine at The Johns Hopkins University since 2006. From November 2021 to October 2022, she was a director at Invivyd, Inc. (formerly Adagio Therapeutics, Inc.). Dr. Miller is a member of the Board of Directors of Gilchrist Hospice Care, Inc. and Turnaround Tuesday Inc.


						Qualifications and expertise •Healthcare Expertise. Brings substantial experience in healthcare as a physician and through various leadership roles at The Johns Hopkins Hospital and Health System. •Governance and Risk Oversight. Currently serves as the President of The Johns Hopkins Hospital, one of the top medical centers in the United States.


Dennis M. Nally Independent Director since: January 2020 Age: 72 Committees: •Audit (Chair) •Compensation and Succession Planning •Executive Other current public company boards: •Morgan Stanley (NYSE: MS)						Professional experience Mr. Nally has served on the Board since January 2020. He served as Chairman of PricewaterhouseCoopers International Ltd., the coordinating and governance entity of the PwC network, from 2009 to 2016. From 2002 to 2009, he served as Chairman and Senior Partner of the U.S. firm PricewaterhouseCoopers LLP. He joined PricewaterhouseCoopers LLP in 1974 and became partner in 1985, serving in numerous leadership positions within the organization, including National Director of Strategic Planning, Audit and Business Advisory Services Leader and Managing Partner. Mr. Nally is a member of the Boards of Directors of Morgan Stanley and Globality, Inc., a privately-held company.


						Qualifications and expertise •Financial Expertise. Has extensive knowledge of financial statements, accounting principles and practices, internal control over financial reporting and risk management processes. •Governance and Risk Oversight. Has expertise in highly regulated industries, including serving as a director at Morgan Stanley and as a senior executive at PricewaterhouseCoopers.



Lauren M. Tyler Independent Director since: October 2023 Age: 63 Committees: •Governance, Sustainability and Corporate Responsibility •Special Litigation Other current public company boards: •None						Professional experience Ms. Tyler has served on the Board since October 2023. From 2015 to 2024, Ms. Tyler served as Executive Vice President and Global Head of Human Resources at J.P. Morgan Asset & Wealth Management. Prior to this role, Ms. Tyler served in various leadership roles at JPMorgan Chase & Co., including as Global Chief Auditor and Global Head of Investor Relations. Ms. Tyler is a seasoned financial executive with 35 years of experience in private equity, investment banking and finance. Since May 2024, Ms. Tyler has served on the Board of Directors of Guardian Life Insurance, and previously served on the Board of Directors of Alleghany Corporation from January 2019 until its acquisition by Berkshire Hathaway in October 2022.


						Qualifications and expertise •Financial Expertise. Extensive business experience in private equity, investment banking, finance, and accounting. •Talent Management and Executive Compensation. Several years of experience as the global human resources leader for J.P. Morgan Asset & Wealth Management and prior public company compensation committee service. •Risk Oversight. Served as a director of public and private companies and prior service as Global Chief Auditor for JPMorgan Chase & Co.



Enabling Effective Oversight of Management

Majority of director nominees are independent (eight out of 11) All members of the Audit, Compensation, and Governance Committees are independent Lead Independent Director with clearly-defined responsibilities (see page 25) Thoughtful succession planning process in place for Board Full Board plays an active role in risk oversight and regularly receives reports on risk exposure from management			Board oversight of corporate responsibility reporting and disclosure practices Board oversight of enterprise risk management and legal and regulatory compliance Strict overboarding policy for our CEO and non-employee directors (see page 14) Director tenure policy and regular rotation of committee chairs and assignments (see page 14) Comprehensive annual review process for the Board and each of its committees (see page 37) Robust shareholder communication and engagement Director stock ownership guidelines



Enabling Accountability to Our Shareholders

Majority vote standard (for uncontested elections) Removal of directors with or without cause Right to call special meetings by shareholder(s) with net long beneficial ownership of 25% or more Proxy access			No supermajority requirement Declassified Board with annual election of all directors No cumulative voting


preside at all meetings of the Board at which the Executive Chairman is not present call, set the agenda for and chair executive sessions of the non-employee directors has authority to call a Board meeting and/or a meeting of non-employee directors in collaboration with the CEO, set the Board meeting agendas and schedule to ensure that there is sufficient time for discussion of all agenda items serve as the Board contact for the CEO and management team advise the CEO regarding the quality, quantity and timeliness of information provided to the Board by management meet one-on-one with the Executive Chairman after each regularly scheduled Board meeting serve as a liaison between the Executive Chairman and the non-employee directors serve on the Executive Committee			advise the chairs of the Board committees and assist them in the management of their workloads with the chair of the Compensation Committee, take a leading role in succession planning for the CEO support the chair of the Governance Committee in overseeing the annual self-assessment process for the Board and each committee, interviewing and recommending candidates for the Board and recommending Board committee assignments is available for communication and consultation with major shareholders as appropriate perform such other functions and responsibilities as set forth in our corporate governance principles or as requested by the Board or the non-employee directors from time to time


						Key responsibilities •Appoints, and has authority to terminate, our independent registered public accounting firm. •Pre-approves all audits and permitted non-audit services provided by the Company’s independent registered public accounting firm. •Reviews and discusses the independence of our independent registered public accounting firm. •Reviews and discusses with management and our independent registered public accounting firm the Company’s audited financial statements and interim quarterly financial statements as well as management’s discussion and analysis of the statements as set forth in Forms 10-K and 10-Q filed with the SEC. •Approves the audit committee report as required by SEC rules. •Discusses with management and/or our independent registered public accounting firm significant financial reporting issues, judgments made in connection with the preparation of our financial statements, and the adequacy of our internal control over financial reporting. •Reviews the internal audit function, internal audit plans and internal audit reports and recommends changes, if necessary. •Reviews the appointment, performance and replacement of our chief audit executive. •Assists the Board with oversight of the Company’s compliance with legal and regulatory requirements, including, as appropriate, participating in oversight of enterprise risk management. •Discusses the Company’s guidelines, policies and practices with respect to the assessment, management and mitigation of risks. •Reviews and approves all related persons transactions in accordance with our Related Persons Transactions Policy. •Reviews, at least annually, our information technology security program and reviews and discusses the controls around cybersecurity, including the development of a cyber strategy and our business continuity and disaster recovery plans. •Establishes and oversees procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, as well as the confidential, anonymous submissions by Company employees regarding concerns of questionable accounting or auditing matters.
Committee Members Dennis M. Nally (Chair) Werner Baumann Richard W. Gochnauer All members are independent Fiscal 2024 meetings: 9 Report The Report of the Audit Committee is on page 91


						Key responsibilities •Reviews and approves our executive compensation strategy and the levels and mix of compensation elements of total compensation for the Executive Chairman, the President and CEO, and other members of executive management. •Evaluates performance of management annually. •Ensures our executive compensation strategy aligns with shareholder interests. •Considers and approves any compensation practices related to ESG and coordinates with the Governance Committee on these practices, as appropriate. •Administers, monitors, and reviews the Company’s clawback policies and the clawback, recoupment and forfeiture provisions contained in the Company’s equity and cash incentive compensation programs. •Reviews and discusses with management the Compensation Discussion and Analysis and other disclosures about executive compensation that are required to be included in our proxy statement and Annual Report on Form 10-K. •Prepares a compensation committee report as required by SEC rules. •Establishes guidelines for the administration of, and grants awards under, our incentive compensation plans, with discretion to adjust compensation upward or downward. •Has sole authority for retaining any consulting firm used to assist the committee in its evaluation of the compensation of the President and CEO or any other executive officer and for evaluating the independence of such consulting firm. •Monitors the activities of our internal Benefits Committee, including the Benefits Committee’s oversight of the administration and investment performance of our retirement plans. •Oversees the administration of our health and welfare plans. •Reviews with management and makes recommendations relating to succession planning and talent development. •Has authority to delegate any of its responsibilities to a subcommittee or internal committee as it deems appropriate in its sole discretion.
Committee Members Kathleen W. Hyle (Chair) Werner Baumann Lorence H. Kim, M.D. Dennis M. Nally All members are independent Fiscal 2024 meetings: 7 Report The Report of the Compensation Committee is on page 67


						Key responsibilities •Oversees the implementation by management of an enterprise risk management program that is designed to assist the Company with monitoring and mitigating compliance, legal, regulatory, and operational risks related to the business, including emerging risks. •Assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements and reviews all significant litigation and internal and government investigations with the appropriate members of management (other than matters reserved for oversight by the Audit Committee or the Special Litigation Committee). •Reviews and oversees the Company’s compliance program and meets regularly with the Company’s Chief Compliance Officer to discuss matters within the committee’s oversight responsibility. •Reports to the Board regarding the Company’s compliance functions and related risks. •Oversees compliance with our Code of Ethics and Business Conduct. •Assists the Board with overseeing the Company’s Controlled Substances Monitoring Program, including through quarterly reports from the Chief Diversion Control Officer. •Reviews the appointment and performance of the Company’s Chief Compliance Officer and Chief Diversion Control Officer.
Committee Members Redonda G, Miller, M.D. (Chair) Ornella Barra Richard W. Gochnauer Lon R. Greenberg Fiscal 2024 meetings: 5


						Key responsibilities •Provides oversight of our capital structure and other issues of financial significance to the Company. •Reviews the Company’s funding and capital needs and makes recommendations to the Board with respect thereto. •Reviews the adequacy of the Company’s liquidity, and proposed financing plans, credit facilities, and other financing transactions. •Reviews our dividend policy and tax planning strategies. •Reviews and proposes issuance or sale of our stock, stock repurchases, redemptions and splits. •Reviews financial strategies developed by management to meet changing economic and market conditions. •Reviews proposed major capital expenditures or commitments. •Reviews proposed material acquisitions, divestitures, joint ventures, and other transactions involving the Company and periodically reviews performance and progress of completed acquisitions and capital spending projects.
Committee Members Lorence H. Kim, M.D. (Chair) Ornella Barra Kathleen W. Hyle Fiscal 2024 meetings: 5


Governance, Sustainability and Corporate Responsibility Committee


						Key responsibilities •Reviews and makes recommendations to the Board about corporate governance and the Company’s corporate governance principles. •Identifies and discusses with management the risks, if any, relating to the Company’s corporate governance structure and practices. •Oversees the Company’s sustainability and corporate responsibility strategy and practices, including the Company’s ESG reporting and disclosure practices. •Oversees the Company’s social strategy and practices, including with respect to DEI. •Receives regular reports from the Company’s Global ESG Impact Council and oversees the Company’s support for charitable organizations, including the Cencora Impact Foundation and the Cencora Team Assistance Fund. •Recommends selection and qualification criteria for directors and committee members and identifies and recommends qualified candidates to serve as directors of the Company, including those recommended by shareholders. •Reviews and makes recommendations relating to succession planning for our Board and Board committee leadership positions and prepares for Board vacancies. •Oversees orientation of directors and continuing education of directors in areas related to the work of our Board and the directors’ committee assignments. •Makes recommendations regarding the size and composition of our Board and the composition and responsibilities of Board committees. •Oversees the evaluation of our Board and the Board committees and reviews the committee assignments. •Reviews and makes recommendations to our Board regarding non-employee director compensation. •Has sole authority for retaining and terminating any third-party firm used to assist in the annual Board and Board committee evaluation and with evaluation of the compensation of directors, and for evaluating the independence of such firm.
Committee Members Lon R. Greenberg (Chair) Redonda G. Miller, M.D. Lauren M. Tyler All members are independent Fiscal 2024 meetings: 4



Board of Directors
Oversees Major Risks
•Strategic and competitive •Financial •Brand and reputational	•Legal and regulatory •Operational	•Cybersecurity •CEO succession planning





Management
Key Risk Responsibilities •Business units identify and manage business risks •Compliance team oversees continued compliance with laws and regulations, including diversion control •Internal audit provides assurance on design and effectiveness of internal controls and governance processes