Cencora, Inc DEF 14A, filed Jan 22, 2026

Cencora, Inc. (COR)

DEF 14A 2026-01-22 For: 2026-03-05

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Added on June 12, 2026

About this DEF 14A

Cencora, Inc filed this DEF 14A on January 22, 2026.

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Date and time			Thursday, March 5, 2026 at 3:30 p.m., Eastern Time
Virtual meeting			Held virtually-only via live webcast at www.virtualshareholdermeeting.com/COR2026
Who may vote			Shareholders of record as of the close of business on January 12, 2026
Date of availability			This notice and proxy statement, together with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, are being made available to shareholders on or about January 22, 2026



Agenda		Board Recommendation

1	Elect the 11 directors named in the proxy statement	FOR each nominee


2	Conduct an advisory vote to approve the fiscal 2025 compensation of Cencora’s named executive officers	FOR


3	Ratify the appointment of Ernst & Young LLP as Cencora’s independent registered public accounting firm for fiscal 2026	FOR


4	Transact any other business properly brought before the meeting


			Internet Visit www.proxyvote.com and follow the instructions

			Phone Call toll-free 1.800.690.6903 inside the United States or Puerto Rico and follow the instructions

			Mail If you received a proxy/voting instruction card by mail, you can mark, date, sign, and return it in the postage-paid envelope

			Mobile device Scan the QR code provided on your proxy/voting instruction card

			At the meeting Attend the virtual meeting and vote online during the meeting


Proxy statement summary		4

Company h ighlights		5

Board and governance matters		12


	ITEM 1: Election of d irectors	12
	Our b oard of d irectors	13
	Corporate g overnance	26

Director c ompensation		40

	Overview	40
	Fiscal 2025 d irector c ompensation	42

Executive c ompensation		43

	ITEM 2: Advisory v ote to a pprove the f iscal 2025 compensation of Cencora’s n amed e xecutive o fficers	43
	Compensation discussion and analysis	44
	Report of the Compensation Committee	68
	Executive c ompensation t ables	69
	CEO p ay r atio	83
	Pay v ersus p erformance	84

Audit Committee matters		89

	ITEM 3: Ratification of the appointment of Ernst & Young LLP as Cencora’s independent registered public accounting firm for fiscal 2026	89
	Selection and engagement of audit firm	90
	Audit and non-audit fees	90
	Pre-approval policies	90
	Report of the Audit Committee	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
	Delinquent S ection 16(a) reports	94

Frequently a sked q uestions a bout the 2026 a nnual m eeting of s hareholders and v oting at the m eeting		95

Other i nformation		100

	Availability of the annual report on Form 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 Non-GAAP r econciliation	102



			Important notice regarding the availability of proxy materials for Cencora’s annual meeting of shareholders to be held on March 5, 2026 The Proxy Statement and Annual Report on Form 10-K are available at investor.cencora.com and www.proxyvote.com


			Delivered strong financial performance as we executed on our pharmaceutical-centric strategy and took key steps to advance our position in specialty including through the acquisition of Retina Consultants of America, a leading management services organization.


			Returned nearly $900 million to our shareholders during fiscal 2025 through a combination of dividends and share repurchases.



			Elevated talent and culture as a strategic driver of our long-range plan, reinforcing Cencora’s commitment to fostering a culture where industry-leading talent can belong, grow and lead.



			Appointed independent director D. Mark Durcan as Chair of the Board of Directors following the retirement of Executive Chairman Steven H. Collis at the end of fiscal 2025.



Total Shareholder Return 40% Revenue $321.3B Up 9.3% Adjusted Operating Income(1) $4.2B Up 15.8% Adjusted Diluted EPS(1) $16.00 Up 16.3% Adjusted Free Cash Flow(1) $3.0B



Growth priorities

	Lead with market leaders	Strengthen our position in specialty pharmaceuticals

	Enhance patient access to pharmaceuticals



Strategic drivers

	Catalyze customer centricity with data and technology	Prioritize growth-oriented investments

	Foster a culture where industry-leading talent can grow professionally and lead	Identify ongoing capability and process improvements



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


Conduct outreach and engage									•Members of management and the Board, as appropriate, 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 Board 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


	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% Corporate Responsibility


	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.



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


Werner Baumann Independent Director since: October 2023 Age: 63 Committees: •Audit (Chair) •Compensation and Succession Planning •Executive •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.


						Select qualifications, skills and expertise •Executive Leadership and Financial Literacy. Has extensive experience in finance through his prior service as Chief Financial Officer and Chief Executive Officer of Bayer AG. •Global Markets. Has experience leading a company with significant international operations. •Healthcare and Distribution & Logistics. Has held various senior executive leadership positions and has extensive business and operating experience in and knowledge of the healthcare distribution and services market.


Independence


Age


			3			50-59 years
			6			60-69 years
			2			70-79 years


Gender/racial/ethnic composition(2)



Frank K. Clyburn Independent Director since: October 2024 Age: 61 Committees: •Compliance and Risk •Finance 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 and held various positions of increasing responsibility for Sanofi Aventis and its predecessors beginning in 1994. Mr. Clyburn has been a director of Revolution Medicines, Inc. since August 2024 and Kailera Therapeutics, a privately-held company, since November 2025. He previously served as a director of DuPont de Nemours, Inc. from 2019 to 2022.


						Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Currently serves as a director of Kailera Therapeutics and Revolution Medicines, Inc. and previously served as a director at DuPont de Nemours, Inc. •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.


Ellen G. Cooper Independent Director since: January 2026 Age: 61 Committees: •None Other current public company boards: •Lincoln National Corporation (NYSE: LNC)						Professional experience Ms. Cooper has served on the Board since January 20, 2026, and currently is Chairman, President and CEO of Lincoln National Corporation (“Lincoln”). Ms. Cooper joined Lincoln in 2012, serving as Executive Vice President, Chief Investment Officer, Head of Enterprise Risk and Annuity Solutions from 2012 to 2022. She became CEO in May 2022 and assumed the role of Chairman in May 2023. Prior to joining Lincoln, Ms. Cooper served as Managing Director and Head of Global Insurance Strategy at Goldman Sachs Asset Management, as Chief Risk Officer of AEGON Americas, and as a Principal at Ernst & Young LLP. She began her career in insurance consulting at Towers Perrin. She is a Fellow of the Society of Actuaries and a Chartered Enterprise Risk Analyst, as well as a Chartered Financial Analyst (CFA) charterholder. She currently serves on the Executive Committee of the American Council of Life Insurers and the Board of Trustees of Temple University.


						Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Has substantial governance and risk-oversight expertise informed by her leadership at highly-regulated financial institutions. •Executive Leadership. Has significant executive leadership experience, including leading Lincoln as President and CEO. •Financial Literacy. Brings substantial financial literacy acquired through various roles at Lincoln, Goldman Sachs Asset Management, AEGON Americas, and Ernst & Young LLP.



D. Mark Durcan Independent Chair since October 1, 2025 Director since: September 2015 Age: 64 Committees: •Executive (Chair) Other current public company boards: •ASML Holding N.V. (Nasdaq: ASML)						Professional experience Mr. Durcan has served on the Board since September 2015. Mr. Durcan served as the Board’s Lead Independent Director from March 2023 through September 2025, before assuming the role of Chair on October 1, 2025. 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 been a director of ASML Holding N.V. since April 2020, and previously served as a director of Advanced Micro Devices, Inc. from October 2017 to May 2025, and Veoneer from April 2018 to April 2022. 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.


						Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Currently serves on the board of directors of ASML Holding N.V. and previously served on the boards of directors of Micron Technology, Inc., Advance Micro Devices, Inc., Veoneer, Freescale Semiconductor, Inc., and MWI Veterinary Supply, Inc. •Executive Leadership and Financial Literacy. 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 a 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: 75 Committees: •Compliance and Risk •Executive •Finance •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 director 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.


						Select qualifications, skills and expertise •Corporate 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. •Financial Literacy. 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. Contributes experience and knowledge of the healthcare industry from his perspective as a current and former director of healthcare organizations.



Lorence H. Kim, M.D. Independent Director since: October 2022 Age: 51 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. Prior to founding Ascenta Capital in January 2023, he served as a Venture Partner at Third Rock Ventures from September 2020 to December 2022. He served as the Chief Financial Officer of Moderna, Inc. from April 2014 until June 2020. From July 2000 to April 2014, Dr. Kim held a number of positions at Goldman, Sachs & Co., most recently serving as Managing Director and Co-Head, Biotechnology Investment Banking. Dr. Kim has served as a director of ADARx, Inc., since January 2023, as a director of Revolution Medicines, Inc., since July 2022, and 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.


						Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Serves as a member of the board of directors of ADARx, Inc., Revolution Medicines, Inc. and TD Cowen and previously served as a director of Seres Therapeutics, Inc. and other biotech companies. •Executive Leadership and Regulatory. Brings extensive experience in management, operations, capital markets, international business, financial risk management and regulatory compliance. •Financial Literacy. Has extensive experience in biotechnology finance, including his prior service as the Chief Financial Officer of Moderna, Inc. •Healthcare. 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.


Robert P. Mauch Executive Director Director since: October 2024 Age: 59 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 prior to that, he served in a variety of other leadership positions at Cencora and its predecessor since 2007, including time leading Cencora’s distribution business. He founded Xcenda, L.L.C., a life sciences commercialization and consulting firm to pharmaceutical companies, which was acquired by Cencora in 2007. Mr. Mauch is a member of the American Pharmacists Association, the American Society of Managed Care Pharmacy, and the Professional Society for Health Economics and Outcomes Research, and is Chairman of the Board of Directors of the Covenant House of Philadelphia.


						Select qualifications, skills and expertise •Corporate 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, L.L.C., which was acquired by Cencora in 2007. •Healthcare and Distribution & Logistics. 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 company with significant international operations.



Redonda G. Miller, M.D. Independent Director since: January 2023 Age: 59 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 served as a director of Invivyd, Inc. (formerly Adagio Therapeutics, Inc.). Dr. Miller is a member of the boards of Gilchrist Hospice Care, Inc. and Turnaround Tuesday Inc.


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


Dennis M. Nally Independent Director since: January 2020 Age: 73 Committees: •Audit •Compensation and Succession Planning (Chair) •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 Morgan Stanley and Globality, Inc., a privately-held company.


						Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Has expertise in highly regulated industries, including serving as a member of the board of Morgan Stanley and as a senior executive at PricewaterhouseCoopers. •Financial Literacy. Has extensive knowledge of financial statements, accounting principles and practices, internal control over financial reporting and risk management processes.



Lori J. Ryerkerk Independent Director since: June 2025 Age: 63 Committees: •None Other current public company boards: •Eaton Corporation (NYSE: ETN) •Norfolk Southern Corp (NYSE: NSC)						Professional experience Ms. Ryerkerk has served on the Board since June 2025. She served as the Chief Executive Officer and President of Celanese Corporation from May 2019 through December 2024 and as the Chairman of its board of directors from April 2020 through December 2024. From 2013 to 2019, she served as Executive Vice President of Global Manufacturing at Shell Downstream Inc. From 1984 to 2013, Ms. Ryerkerk held positions of increasing responsibility for Shell Downstream Inc., Hess Corporation and Exxon Mobil Corporation. Ms. Ryerkerk has served as a director of Eaton Corporation since April 2020 and as a director of Norfolk Southern Corporation since January 2025, and was a director of Axalta Coating Systems Ltd, from 2015 to 2019.


						Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Serves on the boards of Eaton Corporation and Norfolk Southern Corporation and previously served on the boards of Celanese Corporation and Axalta Coating Systems Ltd. •Executive Leadership. Brings valuable experience in executive leadership, including leading global operations and managing complex technology, engineering and supply chain systems. •Global Markets. Has significant experience as Chairman and Chief Executive Officer of a company with global operations and brings an international business perspective through prior leadership roles in Africa and Europe.


Lauren M. Tyler Independent Director since: October 2023 Age: 64 Committees: •Audit •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 over 35 years of experience in private equity, investment banking, and finance. Since May 2024, Ms. Tyler has served as a director of Guardian Life Insurance, and she previously served as a director of Alleghany Corporation from January 2019 until its acquisition by Berkshire Hathaway in October 2022.


						Select qualifications, skills and expertise •Financial Literacy. Extensive business experience in private equity, investment banking, finance, and accounting. •Risk Oversight. Served as a director of public and private companies and prior service as Global Firmwide Auditor for JPMorgan Chase & Co. •Talent Management & 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.



How the process works									•The process includes discussion and planning related to Board succession and committee rotation, including with regard to the skills and experience needed to continue to represent the long-term interests of our shareholders. •The evaluation process includes individual interviews of each director conducted by the Chair of the Governance Committee, together with the Board’s Lead Independent Director or independent Chair, as applicable, or by an independent third-party governance expert. •In advance of the interviews, each director completes a written questionnaire. During the interviews, directors are asked to provide feedback on the effectiveness of the Board and the committees on which they serve, as well as Board dynamics and individual director performance. •Directors are also invited to provide suggestions for time-management, overall functioning, and proposed focus areas for the upcoming year.


How performance evaluations contribute to board effectiveness									•The results of the interviews and assessments are compiled into a summary report, which is presented by the Lead Independent Director or independent Chair, as applicable, to the full Board for review, discussion, and identification of action items.


Enabling effective oversight of management


Majority of director nominees are independent (10 out of 11) All members of the Audit, Compensation, and Governance Committees are independent Independent Chair or Lead Independent Director Thoughtful Board succession planning process 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 Director tenure and term policies and regular rotation of committee chairs and assignments Comprehensive annual review process for the Board and each of its committees 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


						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 financial condition and results of operations as set forth in Forms 10-K and 10-Q filed with the SEC, including significant accounting policies, critical estimates, and alternative GAAP treatments. •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 Person Transaction 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 and meets separately with management, the internal auditor, and the independent auditor, as appropriate.
Committee Members Werner Baumann (Chair) Dennis M. Nally Lauren Tyler All members are independent Fiscal 2025 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 President and CEO and other executive officers (including, for fiscal year 2025, that of our former Executive Chairman), including review of peer group benchmarking, market competitiveness, and alignment with Company performance. •Evaluates performance of management annually. •Ensures our executive compensation strategy aligns with shareholder interests. •Considers and approves any compensation practices related to corporate responsibility 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 Compensation 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 Dennis M. Nally (Chair) Werner Baumann Lorence H. Kim, M.D. All members are independent Fiscal 2025 meetings: 5 Report The Report of the Compensation Committee is on page 68


						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 health and safety and 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 other committees of the Board). •Reviews and oversees the Company’s compliance program and meets regularly with the Company’s Chief Compliance and Risk Officer, Chief Diversion Control Officer, and Chief Legal Officer to discuss matters within the Compliance and Risk Committee’s oversight responsibility. •Reports to the Board regarding the Company’s compliance functions and related risks and coordinates with the Audit Committee on matters that may implicate accounting or internal control issues. •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 and Risk Officer and Chief Diversion Control Officer.
Committee Members Redonda G. Miller, M.D. (Chair) Frank K. Clyburn Lon R. Greenberg All members are independent Fiscal 2025 meetings: 4


						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) Frank K. Clyburn Lon R. Greenberg All members are independent Fiscal 2025 meetings: 8



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, corporate responsibility and inclusion strategy, and the Company’s related reporting and disclosure practices. •Receives regular reports from the Company’s Global Corporate Responsibility Team 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 for approval by the Board and identifies, evaluates, 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, including stock ownership guidelines and director benefit plans. •Has authority for retaining and terminating any search firm used to identify director candidates and 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 2025 meetings: 4



Board of Directors
Oversees major risks

•Strategic and competitive •Financial •Brand and reputational	•Legal and regulatory •Operational	•Cybersecurity •CEO succession planning