SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
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Lead Independent Director
Thursday, March 10, 2022
www.virtualshareholdermeeting.com/ABC2022
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NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS
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| | | ![[MISSING IMAGE: icon20_internet.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/icon20_internet.jpg){kind=small} | | | Vote via the Internet Visit www.proxyvote.com and follow the instructions. | | |
| | | ![[MISSING IMAGE: icon20_phone.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/icon20_phone.jpg){kind=small} | | | Vote by phone Call Toll-Free 1-800-690-6903 inside the United States or Puerto Rico and follow the instructions. | | |
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| | | Important Notice Regarding Availability of Proxy Materials for AmerisourceBergen's Annual Meeting of Shareholders to be held on March 10, 2022 | | | |||
| | | The Proxy Statement and Annual Report on Form 10-K are available at investor.amerisourcebergen.com and www.proxyvote.com. | | | |||
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Proxy Statement Highlights
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January 18, 2019
Dear Stockholder:
As your Lead Independent Director, I am pleased to invite you to attend our 2019 Annual Meeting of Stockholders on Thursday, February 28, 2019 at 2:00 p.m. Eastern Time. The meeting will be held at the Sofitel Philadelphia, 120 South 17th Street, Philadelphia, Pennsylvania. The Notice of the 2019 Annual Meeting of Stockholders and the proxy statement describe the items of business for the meeting. Your vote is very important. Whether or not you plan to attend the 2019 Annual Meeting of Stockholders, we urge you to vote and to submit your proxy over the Internet, by telephone or by mail.
The AmerisourceBergen Board of Directors believes that effective governance is critical to a successful long-term strategy. We remain committed to a strong and independent Board. I take very seriously my responsibility to ensure that our independent directors have oversight of key aspects of the Company. The Board is informed about, and regularly discusses, AmerisourceBergen's risk profile, and executes its oversight responsibility directly and through its committees. All of our committees, other than the Finance Committee, are comprised entirely of independent directors.
Our Board considers specific risk topics throughout the year, including risks associated with government regulation as well as with the Company's strategic objectives, business plan, operations, distribution of controlled substances, information technology (including cybersecurity) and capital structure, among many others. I am proud of the Board's oversight of key challenges in fiscal 2018, including headwinds at certain of our businesses and a rapidly changing healthcare landscape. On behalf of the entire Board, we encourage you to read more about our robust governance structure, including in the "Proxy Statement Highlights" and "Highlights of Our Corporate Governance Practices and Policies" sections on the following pages, and in the "Corporate Governance" section beginning on page 23.
We are also committed to constructive stockholder engagement. Over the past year, AmerisourceBergen expanded its stockholder outreach, as discussed in the "Stockholder Engagement" section beginning on page 29. AmerisourceBergen's engagement with stockholders this past year focused on, among other things, corporate governance and the Board's oversight and risk management role. Through meetings with some of our largest institutional investors and others, we gained critical insight into the questions and concerns that stockholders have about our governance practices.
For the remainder of fiscal 2019 and beyond, we will miss the valuable perspective and dedication of Douglas R. Conant who, as previously announced, will not be standing for re-election to our Board of Directors at the 2019 Annual Meeting of Stockholders. On behalf of all my colleagues on the Board, I sincerely thank Mr. Conant for the exceptional leadership and commitment that he has demonstrated during his tenure as a director.
Your vote is very important to us. We strongly encourage you to read both our proxy statement and annual report in their entirety, and ask that you vote with our recommendations.
Thank you for your continued investment in AmerisourceBergen.
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Proxy Statement Highlights|20192022 AmerisourceBergen Proxy
ROXY STATEMENT HIGHLIGHTS
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Name Ornella Barra Steven H. Collis D. Mark Durcan Richard W. Gochnauer Lon R. Greenberg Jane E. Henney, M.D. Kathleen W. Hyle Michael J. Long Henry W. McGee Douglas R. Conant* Number of Meetings in FY2018: healthcare spectrum. We have opioid epidemic. P Election of Directors Alliance’s Designated Director Nominee Overboarding Policy We seek individuals with diverse backgrounds, skills and expertise to serve on our ” Corporate Governance and Related Matters Age: Expertise None. Healthcare and Distribution Risk Sustainability & Corporate Compensation/Benefits Collis None. Global Governance and Risk D. Mark Durcan Advanced Micro Devices, Veoneer, ASML Holding NV. 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 MWI Veterinary Supply, Inc., has important Information Technology: Has unique and in-depth knowledge of technology and capability to drive technological innovation. Gochnauer None. Governance Experience: Serves as director of Risk Oversight: Extensive experience overseeing the management of risk on an enterprise-wide basis. Greenberg Ameriprise Financial, Global Markets: Has valuable business and executive management experience in distribution and global operations acquired as 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 UGI Corporation, as a director of subsidiaries of UGI Corporation, and as a director of Aqua America, Inc. Mr. Greenberg also currently serves as a director of Ameriprise Financial, Inc. None. Healthcare Expertise: Provides in-depth knowledge and industry-specific perspective acquired through her experience as a medical oncologist, prominent government and academic posts, and tenure as director of pharmaceutical and insurance companies. Hyle Bunge Limited. Governance and Risk Oversight: Current Chair of Bunge Limited and former director of The ADT Corporation. Risk Management: Held senior management positions at Constellation Energy, ANC Rental Corp., and Black & Decker Corporation and brings extensive experience in management, operations, capital markets, international business, financial risk management and regulatory compliance. Long None. Global Markets and Distribution Expertise: Contributes critical insight into international markets and has an in-depth knowledge of business and strategic opportunities for wholesale distribution. Governance and Risk Oversight: Serves as Chairman, President and Chief Executive Officer of Arrow Electronics, Inc. Information Technology: Familiarity with technology solutions and IT services through experience in electronic components industry. McGee Tegna, Inc. Information Technology: Has a deep understanding of the uses of technology and application to marketing and media. Teaches courses on digital transformation. Governance and Risk Oversight: Current director of Tegna Inc. and Pew Research Center. Has taught MBA courses on leadership and corporate accountability. Served as President of HBO Home Entertainment and in other leadership positions within HBO. Vote Recommendation active board membership. Name Ornella Barra(5) Douglas R. Conant(6) D. Mark Durcan Richard W. Gochnauer Lon R. Greenberg Jane E. Henney, M.D. Kathleen W. Hyle Michael J. Long Henry W. McGee The amounts reported represent the grant date fair value for equity awards shown in accordance with Accounting Standards Codification 718, disregarding the estimate of forfeitures related to service-based vesting conditions. There were no forfeitures by the directors in fiscal year Annual Retainer Annual Retainers. A director may elect to have the annual retainer paid in cash, Common Stock or restricted stock units, or credited to a deferred compensation account. Payment of annual retainers in cash will be made in equal quarterly installments. reimburse them for the cost of education programs, transportation, food and lodging in connection with their service as directors. 21 Chair experience and a strong working relationship with her fellow directors. chaired by and comprised solely of independent directors; a majority of the directors serving on our Compliance and Risk Committee and Finance Committee are independent directors; and our non-employee directors are encouraged to, and often do, have direct contact with our senior managers outside the presence of our executive officers. updates the corporate governance principles and the committee charters from time to time to reflect leading corporate governance practices. McGee and Dennis M. Nally. Education Tenure Policy shareholders. shareholders. program going forward. Shareholders. Firm For Fiscal Year 2022 Our External Auditor shareholders. Shareholders Vote Recommendation biographies on pages 19 and 16, respectively. Fee Category Audit Fees Audit-Related Fees Tax Fees All Other Fees TOTAL Audit fees consisted of fees for the audit of Audit-related fees in both fiscal year 2020 and 2021 included due diligence fees related to the previously announced agreement to acquire the majority of the Alliance Healthcare businesses from Walgreens Boots Alliance and other corporate development activity. eport of the Audit Committee 2021. 2021. compensation. Related Matters Components of the Executive Compensation Program Cash Fixed The Compensation Committee takes into account job performance, scope of role, duties and responsibilities, expected future contributions, peer group and other market pay Variable Actual payout based on Company Performance Shares, Restricted Stock Units and Stock Options Variable Actual value is determined by Company performance over a three-year time frame and/or linked to stock extent any such metric exceeded its target range. The stretch portion is calculated by increasing the earned bonus by an additional 5% for every 1% that actual performance exceeds target on the key performance metric. Corporate Performance Measure Adjusted EPS Adjusted Operating Income Adjusted Operating Income Margin Adjusted Free Cash Flow opioid litigation settlement accrual. The downward adjustment made to the CEO’s annual cash bonus award was greater than the downward adjustment made to the other NEOs due to a variety of factors, including shareholder feedback. Name Steven H. Collis Tim G. Guttman John G. Chou James F. Cleary, Jr. Robert P. Mauch Looking Ahead: Fiscal Year Plan (or our 2022 Omnibus Incentive Plan subject to shareholder approval at the 2022 Annual Meeting). 2021. shareholders. Metric Compound Annual Adjusted EPS(1) Average Annual Adjusted ROIC(2) our long-range plan. In the case of the 2023. Elements ” acquired without regard to how the transaction may affect them personally. We believe that this structure provides executive officers with an appropriate incentive to cooperate in completing a change in control transaction. The Board and the Compensation Committee also have discretion under our equity plans to take certain actions in the event of a change in control. These actions include canceling options that are not exercised within 30 days after a change in control; cashing out outstanding options; canceling any restricted stock 2021. Tables Name and Principal Position Steven H. Collis Chairman, President and Executive Officer Chief Tim G. Guttman Executive Vice President and Chief Financial Officer(1) John G. Chou Executive Vice President and Chief Legal & Business Officer James F. Cleary, Jr. Executive Vice President and President, Global Commercialization Services & Animal Health(2) Robert P. Mauch Executive Vice President and Group President, Pharmaceutical Distribution & Strategic Global Sourcing Salary . The amounts reported as salary represent the base salaries paid to each of the named executive officers for each fiscal year shown. The amounts reported represents the grant date fair value of the performance share awards at maximum level attainment: Mr. Mauch — $3,960,018. All Other The following table shows the specific components of the amounts Name Steven H. Collis Tim G. Guttman John G. Chou James F. Cleary, Jr. Robert P. Mauch Name Steven H. Collis Tim G. Guttman John G. Chou James F. Cleary, Jr. Robert P. Mauch Name Steven H. Collis Tim G. Guttman John G. Chou James F. Cleary, Jr. Robert P. Mauch Name Steven H. Collis Tim G. Guttman John G. Chou James F. Cleary, Jr. Robert P. Mauch Name Steven H. Collis Tim G. Guttman John G. Chou James F. Cleary, Jr. Robert P. Mauch benefit restoration plan do not vest in full until an employee reaches age 62 (or age 55 with more than 15 years of service), except that vesting is accelerated for disability, death and a change in control (as long as the participant is employed by the Company on the date of the change in control). If a participant is terminated for cause, he or she forfeits all vested and unvested account balances under the benefit restoration plan. Control.” Termination of Employment without Cause or Resignation with Good Reason. Our named executive Conviction of a felony or a misdemeanor involving moral turpitude that materially harms the Company Retirement Benefits and Deferred Compensation. Following retirement or termination of employment, our named executive officers will receive payment of retirement benefits and deferred compensation under the various plans in which they participate. The value of the deferred compensation as of September 30, Employment or Change in Control Name Steven H. Collis Tim G. Guttman John G. Chou James F. Cleary, Jr. Robert P. Mauch Equity Awards. Our restricted stock unit, performance share and stock option awards include provisions that result in the vesting or forfeiture of awards, depending on the reason for termination of employment. These provisions are as follows: Voluntary Termination by Executive Involuntary Termination by AmerisourceBergen within 2 Years of Change in Control Related Matters Pay Ratio Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies, assumptions, exemptions, and estimates, the pay ratios reported by other companies may not be comparable with the ratio we have provided. Advisory Vote to Approve the Compensation of our Named Executive Officers ” Unless the Board modifies its policy on the frequency of holding this vote, the advisory vote is currently held every year, and the next vote on the frequency of the advisory vote is expected to occur at the 2023 Annual Meeting of Shareholders. The Company may not: (i) implement any cancellation/regrant program pursuant to which outstanding stock options or stock appreciation rights are cancelled and new stock options or stock appreciation rights are granted in replacement with a lower exercise price per share; (ii) cancel outstanding stock options or stock appreciation rights with exercise prices per share in excess of the then current fair market value per share of Common Stock for consideration payable in cash, equity securities of the Company or in the form of any other Grant, except in connection with a change in control transaction, or (iii) except in connection with an event of any change in the outstanding Common Stock of the Company by reason of reorganization, merger, consolidation or other similar transactions, otherwise directly reduce the exercise price in effect for O Steven H. Collis(3) Tim G. Guttman(3) John G. Chou(3) James F. Cleary, Jr.(3) Robert P. Mauch(3) Ornella Barra(6) Douglas R. Conant(7)(8) D. Mark Durcan(7) Richard W. Gochnauer(7) Lon R. Greenberg(7) Jane E. Henney, M.D.(7) Kathleen W. Hyle(7) Michael J. Long(7) Henry W. McGee(7) All directors and executive officers as a group (17 people)(9) BlackRock, Inc.(10) Vanguard Group Inc.(11) Walgreens Boots Alliance Holdings LLC(12) Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total compensation program in response thereto, please see page 41 of this proxy statement. decisions. virtual meeting. my shares? March 9, 2022. shares, you must do so over the Internet or by telephone prior to the meeting. . 6. providing such services. All costs and expenses of any solicitation, including the cost of preparing this proxy statement and posting it on the Internet and mailing the Notice of Internet Availability of Proxy Materials, will be borne by AmerisourceBergen. Shareholders. principal executive offices. The proxy solicited by our Board of Directors for the to Non-GAAP Reconciliation (In thousands, except per share data) GAAP Gain from antitrust litigation settlements LIFO expense PharMEDium remediation costs New York State Opioid Stewardship Act Goodwill impairment charge Acquisition-related intangibles amortization Employee severance, litigation and other Loss on consolidation of equity investments Impairment of non-customer note receivable Loss on early retirement of debt Tax reform(1) Adjusted Non-GAAP measure is useful to investors as a supplemental measure of the ![[MISSING IMAGE: tm2133602d1-icon_xbox20pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-icon_xbox20pn.jpg){kind=icon}
2019 AmerisourceBergen Proxy |Proxy Statement HighlightsDIRECTOR NOMINEES AND BOARD SUMMARY Age Director
Since Independent Executive Audit Compensation
and
Succession
Planning Finance Governance
and
Nominating
Co-Chief Operating Officer of Walgreens Boots Alliance, Inc. 65 2015 No X
President, CEO and Chairman of AmerisourceBergen Corporation
57 2011 No n
Retired CEO of Micron Technology, Inc. 57 2015 Yes X X
Retired CEO of United Stationers Inc.
69 2008 Yes X X n
Retired CEO of UGI Corporation 68 2013 Yes X n X
Home Secretary for the National Academy of Medicine
71 2002 Yes X EO EO EO EO
Retired Senior Vice President and Chief Operating Officer of Constellation Energy 60 2010 Yes X X
CEO of Arrow Electronics, Inc.
60 2006 Yes X n X
Senior Lecturer at Harvard Business School and Retired President of HBO Home Entertainment 65 2004 Yes X X n
Retired CEO of Campbell Soup Company
67 2013 Yes X X 1 9 4 7 7 ■ChairXMemberEOEx Officio Member*Mr. Conant is a current director but will not be standing for re-election at the 2019 Annual Meeting of Stockholders. 3Proxy Statement Highlights|2019 AmerisourceBergen ProxyPresented below is a snapshot of the expected composition of our Board of Directors immediately following the 2019 annual meeting, assuming the election of the nine nominees named in the proxy statement. For comparison purposes, we have also presented comparable metrics for the constituents of the S&P 500 Index. (Data for the S&P 500 Index is based on theSpencerStuart Board Index 2018.)
42019 AmerisourceBergen Proxy |Highlights of our Corporate Governance Practices and PoliciesHIGHLIGHTS OF OUR CORPORATE GOVERNANCE PRACTICES AND POLICIESOur Board consistently seeks to implement leading practices and policies in corporate governance, with emphasis on maintaining the Board's independence to provide effective oversight of management and ensure accountability to our stockholders. Below, we highlight our key corporate governance practices and policies:Against Board of DirectorsIndependenceThe majority of our director nominees are independent (seven out of nine). Our corporate governance principles require us to maintain a minimum of 70% independent directors on our Board (see pages 12 and 25). Independence of Key Oversight CommitteesAll members of our Audit Committee, Compensation and Succession Planning Committee and Governance and Nominating Committee are independent (see page 25). Lead Independent DirectorOur corporate governance principles require Special Meeting Succession Planning for ChairmanThe Company plans to split the role of Chairman of the Board and Chief Executive Officer, commencing with the Company's next Chief Executive Officer. At that time, the Chairman role will be assumed by an independent director (see page 24). Succession Planning for Chief Executive OfficerWe undertake succession planning and maintain an emergency succession plan for our Chief Executive Officer (see page 19). Risk OversightOur full Board and each of our Board committees actively engage in risk assessment and management for all aspects of our business, including our compensation policies and practices, with certain specific responsibilities for risk oversight also designated in the committee charters and our corporate governance principles. Our corporate officers and senior managers report on risk exposure at regular intervals to the appropriate committee or full Board. DiversityOur directors have diverse business experiences, backgrounds and expertise in a wide range of fields, all of which are critical to understanding our businesses, competitive position and risks. Our Board has a long-standing receptiveness to gender and ethnic diversity and is especially proud of the representation on our Board of three leading women in the fields of business, medicine, and pharmaceuticals and a leading African-American businessman with extensive experience in corporate governance. Overboarding PolicyPursuant to our overboarding policy, if our Chief Executive Officer serves as a director, he or she may only serve on the board of one other public company. Non-employee directors should not serve on more than three other public company boards (see page 13). Tenure PolicyOur policy for directors' tenure provides that a director will resign at the annual meeting of stockholders following his or her 75th birthday and a director will tender his or her resignation for consideration by the Governance and Nominating Committee when his or her employment or principal business association changes materially. A director who is an employee will resign when he or she retires or is no longer employed by us. RefreshmentTwo of our eight non-employee director nominees have served on the Board for five years or less. Additionally, we encourage our Board to rotate its committee Chairs on a regular basis. 51![[MISSING IMAGE: tm2133602d1-fc_businesspn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-fc_businesspn.jpg)
Corporate Governance Practices and Policies|2019 AmerisourceBergen Proxy Annual Evaluation ProcessOur Board has a comprehensive annual evaluation process for the Board and each of its committees, which is led by the Chair of our Governance and Nominating Committee and the Board's Lead Independent Director (see page 28). Review of Committee ChartersEach of the committees annually reviews and recommends updates to its charter to the full Board and the Governance and Nominating Committee annually recommends updates to the corporate governance principles (see page 28). Stockholder Communication and EngagementWe actively engage with our stockholders throughout the year to seek their input on a variety of topics, including our corporate governance practices and our role in the pharmaceutical supply chain (see page 29).Executive CompensationAlignment with Stockholders' InterestsWe align executive compensation with the Company's performance through performance metrics. We also require executives to adhere to stock ownership guidelines and holding requirements that align their interests with those of our stockholders and encourage long-term growth (see page 46). ClawbackWe have the right to claw back the value of cash and equity awards held by current and former executives as a result of misconduct, including misconduct that leads to the restatement of our financial statements. We will publicly disclose instances of clawback pursuant to the Clawback Disclosure Policy adopted in August 2018 (see page 44). Independent Compensation ConsultantThe consultant to our Compensation and Succession Planning Committee provides no other services to the Company (see page 48).Rights of StockholdersAnnual Election of DirectorsAll directors of our Board are elected annually. Majority Vote StandardOur bylaws and corporate governance principles establish majority voting standards for the election of directors and require each director nominee to tender an irrevocable resignation prior to each annual meeting in the event an incumbent director does not receive the required votes for re-election (see page 28). Removal of Directors With or Without CauseOur organizational documents permit stockholders to remove directors with or without cause. Right to Call Special MeetingsStockholders with at least 25% of the outstanding shares of our common stock have the right to call special meetings. Proxy AccessGAAP financial results beyond those discussed in Appendix A, stockholder, or a group of up to 20 stockholders, who have continuously owned at least 3% of our outstanding common stock for three years or more may nominate directors to fill up to the greater of two or 20% of the available board seats (see page 30). Annual Say-on-Pay VoteWe have an annual say-on-pay vote (see page 62). No Supermajority RequirementMajority vote is required for stockholder action. No Poison PillWe do not have a "poison pill" stockholder rights agreement in place. 62019 AmerisourceBergen Proxy |Highlights of our Corporate Governance Practices and PoliciesCorporate CitizenshipOverviewOur Company Purpose is that we are united in our responsibility to create healthier futures. We recognize that the economic, social and physical environments in which our company operates are integral to our ability to deliver better patient outcomes. In every aspect of our Company, we seek to integrate corporate citizenship and sustainability into our daily actions as we live our Purpose. Our corporate citizenship framework outlines opportunities in the work we do, the people who do it, and the communities we serve. Environmental SustainabilityWe have implemented practices that reduce energy use and waste, such as our deployment of a data management system to allocate and track usage of resources. We have made investments in waste optimization programs, energy efficiency projects, renewable energy, and sustainable building infrastructure, including the construction of new LEED Certified office spaces. We began responding to the CDP Climate Change Survey in 2016 with information on our largest business unit and expanded to enterprise-wide information in our 2017 response. In 2018, we again submitted an enterprise-wide response and will continue to do so annually. Diversity & InclusionWe continue to foster an inclusive culture that attracts, develops, retains and engages a diverse workforce. We participate in multiple benchmarking reports and applications to track our progress and stay up-to-date on industry best practices. AmerisourceBergen has been recognized since 2017 by Diversity Inc. as a noteworthy company based on our continued commitment to advance our programs, training and practices. Community OutreachWe leverage associate volunteer opportunities and social investments to increase access to healthcare for human and animal populations and ensure prescription drug safety. In addition, the AmerisourceBergen Foundation is a separate not-for-profit charitable giving organization established by the Company to support health-related causes that enrich that global community. During fiscal year 2018, the Foundation donated nearly $5 million to 40+ organizations in support of its mission. For further details, please see the full discussion relatingrefer to our corporate governance policies and practices and our leadership structure in this proxy statement under the section titled "Corporate Governance and Related Matters—Corporate Governance." 7Oversight of Controlled Substances|2019 AmerisourceBergen ProxyOVERSIGHT OF CONTROLLED SUBSTANCESOur Role in the Supply Chain and Response to the Opioid EpidemicAmerisourceBergen's primary business is the wholesale distribution of pharmaceutical products. We manage the secure transportation of medication, a small part of which includes opioids and other controlled substances, from manufacturers to customers such as licensed hospitals and pharmacies. We do not prescribe medications or take any action to create supply or demand for medications.Our role in the healthcare supply chain has provided us with perspectiveAnnual Report on the opioid epidemic. We understand with utmost clarity that this is a complex, multifaceted and cross-sectoral problem that requires action, attention and a collaborative approach. While prescription opioid medications represent less than two percent of AmerisourceBergen's annual revenue, as a company dedicated to creating healthier futures we feel that it is our duty and responsibility to commit resources and expertise to help fight opioid misuse and abuse in the United States.Our efforts to prevent the diversion and misuse of controlled substances—including and especially prescription opioids—span more than 30 years. Presently, our multifaceted approach includes ensuring safe and secure storage and distribution, maintaining operational integrity, and advocatingForm 10-K for the highest regulatory standards forfiscal year ended September 30, 2021.pharmaceutical supply chain. We are also committed to providing communities across the country with resources to help prevent the abuseCOVID-19 pandemic, AmerisourceBergen has been guided by its purpose of opioids. Data indicates that the efforts of multiple stakeholders are making an impact. For example, according to recent data from the Centers for Disease Control and Prevention, the overall national opioid prescribing rate declined from 2012 to 2017. However, as opioid abuse persists, we remain steadfastly committed to our efforts to help thwart the opioid epidemic.Overview of the Supply Chain1The United States Drug Enforcement Administration (DEA) sets quotas that limit the amount of certain controlled substances that manufacturers may produce. The DEA is also responsible for federal regulatory oversight and enforcement of the closed system of controlled substance distribution. As illustrated below, AmerisourceBergen is one linkbeing united in the supply chain for medications approved by the United States Food and Drug Administration (FDA), including controlled substances.
Maintaining Operational IntegrityAmerisourceBergen takes very seriously its commitmentresponsibility to create healthier futures. OneWe implemented measures to both protect the welfare of our team members and enable our businesses to continue to play their crucial role in supporting the most fundamental ways we achieve this is by creating highly efficient and, more importantly, safe access to medications.1This illustration is meant to depict the limited rolesustainability of a distributor in the pharmaceutical supply chain and is not meantenabling patient access. Since March 2020, our Board has received regular updates from management on the Company’s COVID-19 response and has been aligned in support of initiatives undertaken to depictprotect team members and to augment business operations.many complexitieshealth of our team members, we implemented numerous safety precautions in response to the ongoing COVID-19 pandemic, such as mandatory health and interrelationships betweentemperature monitoring, face coverings and social distancing requirements. We also supplied our team members with personal protective equipment, enhanced facility cleaning and access to sanitizing supplies, and supported remote work options where available. In addition to utilizing a peer-to-peer safety program, we regularly convene our company leaders to review and evaluate safety data and issue operational excellence scorecards. Distribution center team members receive training on proper safety procedures and incentive opportunities, with safety performance tracked and shared across the organization. As the COVID-19 pandemic evolves, we plan to continue to monitor and look for ways to further enhance our safety protocols.partieswellness resources. Additionally, team members whose household income was impacted, such as by a spouse experiencing job loss, were offered financial support through the AmerisourceBergen Associate Assistance Fund.chain.chain, in addition to focusing on our normal supplier processes, our teams worked throughout the COVID-19 pandemic to ensure that critical medications were allocated to our customers fairly to facilitate optimal patient access. We employ real-time data and analytics to facilitate actionable channel solutions and awareness for commercial and government stakeholders. We continue to support equitable access to COVID-19 vaccines through our Good Neighbor Pharmacy partners, including our partnership with the Federal Retail Pharmacy program, to support vaccination efforts across the U.S. We also delivered COVID-19 vaccines to more than 30 countries around the world. Through the work of the AmerisourceBergen Foundation we are supporting underrepresented communities through non-profit partners to enhance equitable education and access to COVID-19 vaccines. 81 3Contentsour ESG activities. In fiscal year 2021, our notable ESG highlights included:![[MISSING IMAGE: tm2133602d1-fc_ouresgpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-fc_ouresgpn.jpg)
20192022 AmerisourceBergen Proxy | P|ROXY STATEMENT HIGHLIGHTSWe take no actionAmerisourceBergen has a longstanding commitment to promote prescribing or otherwise increase the demand for opioidsensuring a safe and we do not offer our sales representatives compensation or incentives of any kind that target opioid orders. Additionally, our sales force receives training to fortify its diversion control knowledge and compliance obligations according to both the latest regulatory guidelines and AmerisourceBergen's policies and procedures.Ensuring Safe and Secure DistributionCompliance and Diversion Control. Ensuring the safety and security of theefficient pharmaceutical supply chain is paramountchain. Our wholesale pharmaceutical distribution business plays a key, but specific, role of providing safe access to our business. Sincethousands of important medications to enable healthcare providers to serve patients with a wide array of clinical needs across the 1980s, AmerisourceBergen has invested in technology, personnel and other resources that enable us to continuously evaluate, strengthen, and expand the proven measures we have implemented to maintain the integrity of the orders we ship from the time they arrive in our facilities to the time they are delivered to our customers.This process includes:
Due diligence. We employ a sophisticated diversion control team consisting of internal and external resources, including former law enforcement and DEA professionals, diversion investigators and pharmacists. This team performs due diligence on potential and current customers, including verification of their regulatory licenses, in order to determine their eligibility to purchase controlled substances from us. This team maintains a robust order monitoring program, conducts customer site visits, reviews customer policies and identifies and reports suspicious orders to the DEA and, where appropriate, to state regulators.
Order monitoring. We maintain a sophisticated diversion control program emanating from the 1980s, when our predecessor companies developed programs to identify and report suspicious orders. The program has gone through ongoing changes and enhancements since that time. Today, the program includes mathematical algorithms and data analytics, peer group comparisons, statistical analyses, and dashboards with comprehensive ordering and customer information.
Daily reporting. Our diversion control program provides daily reports to the DEA of all controlled substance shipments (which includes all opioid medications), including the quantity, type, and recipient of each shipped order. In addition, we cancel and report all orders we determine to be suspicious.
Customer Licensing and Monitoring. We confirm that all customers are appropriately licensed by regulatory agencies, and we continuously monitor our customers during our relationship with them. We discontinue customer relationships where we have identified an increased potential for diversion by the customer, and we support law enforcement efforts to investigate pharmacies.continuously enhanced ourtaken substantial steps to help prevent the diversion control program throughout our history, including fulsome updates in 1998, 2007of controlled substances and 2014-2015are committed to build on current data, respondjoining other healthcare stakeholders, government entities, civic organizations, law enforcement agencies and individuals to prescription drug abuse trends and incorporate advanced technological capabilities. We continue to evaluate and evolve our program to ensure that we are using our data and resources inhelp address the most appropriate and effective way. Our technology provides a high level of insight into our customers' ordering patterns and order outliers and an elevated degree of actionable intelligence that assists with our ongoing diversion control efforts.Additionally, AmerisourceBergen has established a diversion control advisory committee comprised of a cross-functional team of senior executives who meet regularly with the Vice President of Diversion Control to discuss and review our diversion control program. This committee reevaluates our diversion control program at least annually. We also have established a cross-functional Opioid Task Force dedicated to bringing together business, operations, regulatory, compliance, and legal team leads to put our best thinking to use as we continually evaluate and develop our efforts in this area. Governance and Oversight of Risks Associated with Opioid Distribution.Company'sCompany’s distribution of opioid medications. Our Compliance and Risk Committee provides further oversight on these matters and expertise at the Board level. The Board (and/or the Compliance and Risk Committee) receive at least quarterly updates on our anti-diversion program, the status of pending litigation related to the distribution of opioids, legislative and regulatory developments related to controlled substances, and shareholder feedback. For additional information on the Board’s oversight of risks, see “Corporate Governance and Related Matters — Corporate Governance — Risk Oversight and Management” beginning on page 25 of this see "Corporate Governanceproxy statement. Global Settlement Status The Company has continued to move forward with discussions regarding a comprehensive proposed settlement agreement that, if all conditions are satisfied, would resolve a substantial majority of opioid lawsuits filed by state and local governmental entities. As of mid-January 2022, 45 states and a significant number of subdivisions have expressed their consent to the proposed settlement. AmerisourceBergen, as well as other participating distributors, are scheduled to decide by late February 2022 whether to move forward with executing the settlement agreement along with the consenting States and subdivisions. If the companies decide to move forward, the settlement agreement is expected to become effective in early April 2022. Under the proposed settlement, the Company would pay up to approximately $6.4 billion over 18 years. The proposed settlement would also establish a clearinghouse that consolidates data from all three distributors, which will be available to the settling states to use as part of their anti-diversion efforts. ![[MISSING IMAGE: tm2133602d1-fc_globalpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-fc_globalpn.jpg)
95|2019 AmerisourceBergen Proxyand Related Matters—Corporate Governance—Risk Oversight and Management" beginning on page 26 describes in detail our role in the pharmaceutical supply chain, our Board’s oversight of this proxy statement. Our Board of Directors actively oversees and reviews the effectiveness of our compliance programs, including our diversion control program. The Board and its Audit Committee receive regular updates from the Company's management on our compliance program's guidelines, training initiatives, monitoring activities and any enforcement or corrective responses. The Audit Committee is regularly apprised of legal matters relating to the Company while the Governance and Nominating Committee oversees the Company's support of charitable, educational and community outreach organizations that are dedicated to addressing various aspects of the opioid epidemic. The Board also supports management'smanagement’s efforts more broadly to develop meaningful solutions to the opioid epidemic, which requires close collaboration with pharmacies, manufacturers, doctors, policy makers and other stakeholders in the healthcare industry. The Board is committedour management team’s thoughtful approach to mitigating the risks associated with the Company's distribution of prescription opioid medication while also ensuring that the Company continues to facilitate safe access to prescription opioid medications to assist in painenterprise risk management, based on the recommendations of medical professionals and as approved by the FDA and DEA.Advocating for the Highest Regulatory StandardsAmerisourceBergen enthusiastically endorses government efforts to regulate opioids from the time they are produced to the time they are dispensed to patients. Ourour commitment to help combat the opioid epidemic is demonstrated by our coordination across our industry with other distributorsoperational integrity and the Healthcare Distribution Alliance and close collaboration with legislators, policy makers and regulatory agencies to continue to monitor, stop and report suspicious orders and minimize and deter diversion. This commitment to addressing the opioid epidemic is further demonstrated by, among other things, our participation in the Anti-Diversion Industry Working Group and the Collaborative for Effective Prescription Opioid Policies, two stakeholder groups aimed at developing clearer and safer drug distribution regulations and policies and increasing visibility to industry-wide data.In addition, the Company's government affairs team regularly engages with state and federal legislators and regulators to discuss potential policy solutions to help address opioid abuse and diversion. We are continuously working to identify and explore innovative ideas to combat the epidemic and we work diligently every day to help educate policymakers on the complexities of the supply chain and how distributors play a vital and limited role in the closed system of controlled substance distribution.Community OutreachThe AmerisourceBergen Foundation is a separate not-for-profit charitable-giving organization, formed in 2014, to support health-related causes that enrich the global community. The AmerisourceBergen Foundation teams up with numerous innovative and non-profit partners who share AmerisourceBergen Corporation's and the AmerisourceBergen Foundation's dedication to addressing the opioid epidemic. The Foundation is committed to providing communities across the country with the resources they need to help combat the epidemic of opioid abuse and misuse. Examples of these initiatives include the following:Drug Deactivation Resource Initiative. In December 2017, the AmerisourceBergen Foundation launched the Drug Deactivation Resource Initiative. Through this initiative, the Foundation provides communities and organizations across the country with access to drug deactivation resources that enable community members to dispose of unused or expired prescription drugs in a safe and effective manner. As of November 2018, nearly 1 million drug deactivation resources have been donated to 44 states and 140 organizations across the U.S.Opioid Resource Grant Program. Along with the Drug Deactivation Resource Initiative, the AmerisourceBergen Foundation is committed to contributing resources and funding to help address opioid abuse and misuse. To that end, in April 2018, the Foundation formed a new grant program called the Opioid Resource Grant Program. Throughout 2018, the Opioid Resource Grant Program partnered with a variety of community-based organizations devoted to creating action-oriented solutions to address the opioid epidemic. The Opioid Resource Grant Program receives guidance and leadership from an External Advisory Committee (EAC) comprised of key independent stakeholders, including influential thought leaders with expertise in public health, community-based grant-making and community coalition building. Additionally, as application volume has increased, the Opioid Resource Grant Program has established a second EAC to assist with the grant-making decision process. To102019 AmerisourceBergen Proxy |Oversight of Controlled Substancesdate, the Foundation has received more than 300 letters of intent from not-for-profit organizations seeking support for opioid-related initiatives and provided more than $3.4 million in grants and in-kind donations.Opioid Awareness Education. In February 2018, the AmerisourceBergen Foundation, together with Prevention Action Alliance and Everfi, announced a new digital education initiative aimed at combating opioid misuse and empowering Ohio high school students with the knowledge and resources to make informed decisions about prescription medications. In August 2018, the Foundation announced plans to launch a similar program in Florida in partnership with Everfi and the Florida Coalition Alliance. Plans are underway to expand education initiatives into additional geographies.Board Report on Oversight of Opioid RisksIn November 2018, the Company's Board of Directors recommended the preparation of a report by relevant members of the Company's management on the Company's response to the opioid epidemic. The Governance and Nominating Committee, which is composed entirely of independent directors, will be responsible for overseeing management's development and publication of this report. The Board has committed to make the report publicly available by September 30, 2019. The report will build on the Company's commitment to transparency by providing robust disclosure of its response to the opioid epidemic, including the Board's oversight of risks associated with the Company's role as a distributor of prescription opioid medications. This report will address, among other things, the Company's role in the supply chain, the oversight responsibilities of the Board and its committees for monitoring business risks related to the distribution of opioid medications, the Company's compliance organization and programs, including its diversion control, and order monitoring programs, as well asour community and team member outreach efforts. A copy of this report can be found on our website at investor.amerisourcebergen.com.discussionrange of topics, including strategic priorities and performance, risk management practices, corporate governance and executive compensation practices, and ESG initiatives. Members of our Board and management team participate in these engagements and incorporate feedback from shareholders into their decision-making processes.![[MISSING IMAGE: tm2133602d1-fc_sharepn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-fc_sharepn.jpg)
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Company's social and charitable efforts to help proactively combatoverall structure of our executive compensation program. However, they believed the magnitude of the opioid epidemic.litigation settlement accrual should be considered in the Compensation Committee’s fiscal year 2021 executive payout decisions, along with more detailed disclosure on our decision-making process. 17 Shareholder Feedback and Responsiveness What We Heard From Shareholders Action We Took in Response Compensation-Related Themes Reflect in the Compensation Committee’s decisions for fiscal year 2021 the magnitude of the opioid settlement accrual recorded in fiscal year 2020 ☑ ☑ Provide clarity on how the Compensation Committee considers discretion for significant, non-recurring financial events ☑ Commitment to disclose the Compensation Committee’s decision process for any potential use of discretion for adjustments related to significant, non-recurring financial events on a go-forward basis, as appropriate ☑ Enhanced transparency of Compensation Committee decision-making process for executive compensation more broadly ☑ Compensation Committee to review any potential adjustments to reported financial results on a quarterly basis, and determine final approval of adjustments at year end Increase alignment of long-term incentives to shareholder value creation ☑ Added a relative TSR modifier to the performance share awards under the long-term incentive plan, which requires above median performance at the 55th percentile for target payout (see page 49) ☑ Beginning with fiscal year 2022 grants, implemented a post-vesting holding requirement on 50% of earned performance shares of two years for our CEO and one year for other NEOs Enhance clawback provision and disclosure ☑ Created a single compensation recoupment policy that applies to all incentive compensation and formally expands the list of actions that could result in a clawback Support the incorporation of measurable, ESG-related metric(s) into compensation program ☑ Committed to review and evaluate the best approach to inclusion of an ESG-related measure or measures in the compensation program by fiscal year 2023 Board and ESG-Related Themes Provide additional transparency on human capital disclosure ☑ Enhanced human capital disclosure in 10-K and disclosed EEO-1 report (available at investor.amerisourcebergen.com/governance/policies) Enhance focus on future Board refreshment ☑ Board evaluation process for fiscal year 2022 will consider, among other topics, Board composition and refreshment (see page 27) Age Director
Since Committee Membership Name Executive AC CSPC CRC FC GSCRC MIC ![[MISSING IMAGE: ph_ornellabarra-4clr.gif]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/ph_ornellabarra-4clr.gif){kind=small}
68 2015 X X ![[MISSING IMAGE: ph_stevenhcollis-4clr.gif]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/ph_stevenhcollis-4clr.gif){kind=small}
60 2011 Chair ![[MISSING IMAGE: ph_dmarkdurcan-4clr.gif]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/ph_dmarkdurcan-4clr.gif){kind=small}
60 2015 X X Chair X ![[MISSING IMAGE: ph_richardwgochnauer-4clr.gif]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/ph_richardwgochnauer-4clr.gif){kind=small}
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69 2020 X Chair X Number of Meetings in FY2021: — 9 4 4 7 5 4 Board Snapshot 19![[MISSING IMAGE: tm2133602d1-bc_proxypn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-bc_proxypn.jpg)
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Ornella
Barra Steven H.
Collis D. Mark
Durcan Richard W.
Gochnauer Lon R.
Greenberg Jane E.
Henney, M.D. Kathleen W.
Hyle Michael J.
Long Henry W.
McGee Dennis M.
Nally Gender Male Female Race/ Ethnicity African American / Black American Indian/ Alaska Native Asian Caucasian/White Hispanic/ Latino Pacific Islander Board and Governance Practices — Enabling Effective Oversight of Management Majority of director nominees are independent (eight out of ten) All members of the Audit, Compensation and Succession Planning, Governance, Sustainability and Corporate Responsibility, and Merger Integration Committees are independent Lead Independent Director with clearly-defined responsibilities (see pages 22-23) Thoughtful succession planning process in place; committed to splitting the roles of Chairman of the Board and Chief Executive Officer, commencing with the next Chief Executive Officer. At that time, the Chairman role will be assumed by an independent director Full Board plays an active role in risk oversight and regularly receives reports on risk exposure from management Board oversight of ESG reporting and disclosure practices Board oversight of enterprise risk management and legal and regulatory compliance Strong commitment to transparency: published a report on the safe and secure distribution of controlled substances Strict overboarding policy for our CEO and non-employee directors (see page 13) Tenure policy and regular refreshment of the Board and its committee Chairs (see page 27) Comprehensive annual evaluation process for the Board and each of its committees (see page 27) Robust shareholder communication and engagement Shareholder Rights — Ensuring Accountability to our Shareholders Majority vote standard Removal of directors with or without cause Right to call special meetings at 25% Proxy access No supermajority requirement Declassified Board 1 11Corporate Governance and Related MattersP|ROXY 2019STATEMENT HIGHLIGHTS | 2022 AmerisourceBergen Proxy Executive Compensation Practices — Linking Pay with Performance and Mitigating Risk What We Do Use financial metrics to make a substantial portion of executive pay contingent on performance Engage with shareholders on compensation and governance Cap payouts under our annual cash bonus plan and performance share plans Apply robust clawback obligations to annual cash bonus and equity awards for executive officers Require our CEO to own stock equal in value to six times his base salary, and our CFO and other executive officers to own stock equal in value to three times their respective base salaries Require executive officers to retain all equity awards until required ownership levels are met Require two-year post vesting holding requirement for our CEO and one-year holding period for NEOs on 50% of PSU awards (beginning in fiscal year 2022) Consider a peer group in establishing named executive officer compensation and published compensation survey data for all other executive officers Require forfeiture of awards upon violation of restrictive covenants Require a double-trigger for change in control payments Consider burn rate in equity grant decisions and manage use of equity awards conservatively What We Do
Not Do Tie incentive compensation to specific product sales, including prescription opioid medication sales No short-sales, hedging or pledging of our stock permitted by our executive officers and directors Backdate or retroactively grant restricted stock units Pay dividends on unearned and unvested performance shares Provide tax gross-ups in the event of a change in control CORPORATE GOVERNANCE AND RELATED MATTERSCorporate Governance and Related MattersITEMELECTION OF DIRECTORSHow often are directors elected?20192022 Annual Meeting of StockholdersShareholders will be elected to serve a term of one year.year and is expected to hold office until the 2023 Annual Meeting of Shareholders and until their successors are elected and qualified. Similarly, any director who is appointed to fill a vacancy on the Board will serve until the next annual meeting of stockholdersshareholders after his or her appointment and until his or her successor is elected and qualified.What will the size of the Board of Directors be following the 2019 Annual Meeting of Stockholders?The size of the Board of Directors will be nine.Who are this year's nominees?Ornella Barra, Steven H. Collis, D. Mark Durcan, Richard W. Gochnauer, Lon R. Greenberg, Jane E. Henney, M.D., Kathleen W. Hyle, Michael J. Long and Henry W. McGee.Which of this year's nominees are independent?Messrs. Durcan, Gochnauer, Greenberg, Long and McGee and Dr. Henney and Ms. Hyle are independent (as independence is defined in Section 303A of the NYSE Listed Company Manual and in our corporate governance principles).Are there any family relationships among AmerisourceBergen's directors and executive officers?No.What is the term of office for which this year's nominees are to be elected?The nominees are to be elected for a term of one year and are expected to hold office until the 2020 Annual Meeting of Stockholders and until their successors are elected and qualified.What if a nominee is unwilling or unable to serve?Why does Alliance designate a nominee?common stock ("Common Stock").Stock. On May 1, 2014, Walgreens Boots Alliance notified us that they had acquired at least five percent of our Common Stock. Ms. Barra, Co-ChiefChief Operating Officer, International of Walgreens Boots Alliance, has been designated by Walgreens Boots Alliance to serve on our Board. She was appointed to the Board on January 16, 2015 and is a current nominee for election as director. In addition, upon the acquisition in full by Walgreens Boots Alliance and its subsidiaries of 19,859,795 shares of AmerisourceBergenour Common Stock in the open market, Walgreens Boots Alliance will be entitled to designate a second director to the Board of Directors. For so long as Walgreens Boots Alliance has a right to designate a director to the Board, subject to certain exceptions, including matters related to acquisition proposals, Walgreens Boots Alliance and its subsidiaries will be obligated to vote their shares in accordance with our Board on all matters submitted to a vote of our stockholders.shareholders. Please refer to "Related“Related Person Transactions"Transactions” beginning on page 6383 of this proxy statement and our Current ReportReports on Form 8-K filed on March 20, 2013, January 8, 2021 and June 2, 2021 for more detailed information regarding the Amended and Restated Shareholders Agreement and related agreements and arrangements.12Contents2019 AmerisourceBergen Proxy |Corporate GovernanceDirector Nominees and Related MattersHow does our Governance and Nominating Committee identify and evaluate director nominees?NominatingCorporate Responsibility Committee seeks director nominees who possess qualifications, experience, attributes and skills that will enable them to contribute meaningfully to the leadership of our Board and to effectively guide and supervise management in driving AmerisourceBergen'sAmerisourceBergen’s growth and financial and operational performance. Each director nominee should:■■stockholders;shareholders; and■ 113NominatingCorporate Responsibility Committee has identified the following expertise, experience, attributes and skills that are particularly relevant to AmerisourceBergen: ■Corporate Governance■Distribution and Logistics■Executive Leadership■Financial Literacy■Global Markets■Healthcare■Information Technology■Regulatory■Risk Oversight■Sustainability and Corporate Citizenship■Talent Management and Executive CompensationBoard, including women and minorities, but do not have a specific diversity policy for selection of our directors.Board. We believe that diversity is essential to encourage fresh perspectives, enrich the Board'sBoard’s deliberations and avoid the dominance of a particular individual or group over the Board'sBoard’s decisions. In accordance with our corporate governance principles and the Governance, Sustainability and Corporate Responsibility Committee charter, the Governance, Sustainability and Corporate Responsibility Committee has formalized its diversity focus to include, and have any search firm that it engages include, women and ethnically and racially diverse candidates in the pool from which the committee selects new director candidates. The Governance, Sustainability and NominatingCorporate Responsibility Committee evaluates all potential director nominees using the same criteria, regardless of the source of the nominee. Accordingly, all potential director nominees, including shareholder nominees, are assessed using the criteria outlined above. The Governance, Sustainability and Corporate Responsibility Committee may consider and evaluate director nominees identified by our stockholdersshareholders as described below in the Sectionsection titled "Stockholder“Shareholder Engagement—StockholderShareholder Recommendations for Director Nominees."nominee'snominee’s biography and an assessment of the above-mentioned expertise, experience, attributes and skills that the nominee possesses.13Corporate Governance and Related Matters|20192022 AmerisourceBergen Proxy | ![[MISSING IMAGE: ph_ornellabarra-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/ph_ornellabarra-bwlr.jpg)
ORNELLA BARRA
6568
Director since January 2015Member of our Committee Principal Occupation, Business and DirectorshipsaChief Operating Officer, International of Walgreens Boots Alliance, Inc. Previously, she served as Co-Chief Operating Officer of Walgreens Boots Alliance, Inc. Previously, shefrom June 2016 until April 2021. Ms. Barra served as Executive Vice President of Walgreens Boots Alliance, Inc. 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 thather 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 was Executive Director of Alliance UniChem Plc, having been appointed to its Board in 1997. Ms. Barra has been a member ofserved on the Board of Directors of Assicurazioni Generali, one of the largest Italian insurance companies, since April 2013,Alliance Participations Limited. Ms. Barra is an honorary Professor of the University of Nottingham'sNottingham’s School of Pharmacy and is a member of the International Advisory Council of 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 2015.2015, and was Chairman of its Corporate Social Responsibility Committee from 2009 to 2014. She is a memberserves as Chair of the Board of International Federation of Pharmaceutical Wholesalers, Inc.of the Board of Efficient Consumer Response Europe.Key Attributes, Expertise, Experience and Skills:▪■Other Public Company Boards:MarketsMarkets:: Demonstrated Demonstrates expertise and understanding of global markets by leading and expanding international wholesale and retail operations of multinational company.■ExpertiseExpertise:: Heads global wholesale and international retail operations for Walgreens Boots Alliance, Inc. ExtensiveAcquired extensive experience in pharmaceutical wholesale distribution and pharmaceutical retail industries through long career at Alliance Boots GmbH and predecessor companies, and trained as a pharmacist.■OversightOversight:: Serves as Co-ChiefChief Operating Officer, International of Walgreens Boots Alliance, Inc. and served as a director of one of the largest insurance companies in Italy.■CitizenshipResponsibility:: Serves as Chair of the Walgreens Boots Alliance, Inc. Corporate Social Responsibility Committee and previously served as Chairman of the Corporate Social Responsibility Committee for Alliance Boots GmbH.■OversightOversight:: Serves Served as Chair of Appointments and Remuneration Committee at Assicurazioni Generali. STEVENSteven H. COLLIS
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5760
Chairman of the Board since
March 2016
Director since May 2011Chair of our Committee
(Chair) Principal Occupation, Business and DirectorshipsBoard'sBoard’s Chairman since March 2016. From November 2010 to July 2011, Mr. Collis served as President and Chief Operating Officer of AmerisourceBergen Corporation. He served as Executive Vice President and President of AmerisourceBergen Drug Corporation from September 2009 to November 2010, as Executive Vice President and President of AmerisourceBergen Specialty Group from September 2007 to September 2009 and as Senior Vice President of AmerisourceBergen Corporation and President of AmerisourceBergen Specialty Group from August 2001 to September 2007. Mr. Collis has held a variety of other positions with AmerisourceBergen Corporation and its predecessors since 1994. Mr. Collis is a member of the American Red Cross Board of Governors, and the Board of International Federation of Pharmaceutical Wholesalers, Inc. and CEOs Against Cancer (PA Chapter), and isHe served as a member of the American Red Cross Board of Governors. He previously served as a Member of the Boardboard of Thoratec Corporation from 2008 to 2015.Key Attributes, Expertise, Experience2015 and Skills:as a member of the board of CEOs Against Cancer (PA Chapter) from 2014 to 2019.■Other Public Company Boards:ExpertiseExpertise:: Has held various senior executive leadership positions with AmerisourceBergen Corporation and has extensive business and operating experience in wholesale pharmaceutical distribution and in-depth knowledge of the healthcare distribution and services market.■MarketsMarkets:: Leads a multinational company that has significantly expanded international operations.■OversightOversight:: Serves as Chairman, President and Chief Executive Officer and director of AmerisourceBergen and previously served as director of Thoratec Corporation. 141 15overnance and 2019Related Matters | 2022 AmerisourceBergen Proxy|Corporate Governance and Related Matters MARK DURCAN
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57
60
Director since September 2015Member of our Committee our FinanceCommittee
ExperiencePrincipal Occupation, Business Experience and Directorshipsin a variety of roles at Micron Technology, Inc., including as President and Chief Operating Officer of Micron Technology, Inc. from June 2007 to February 2012, as Chief Operating Officer from February 2006 to June 2007, and as Chief Technology Officer from June 1997 to February 2006. Between 1984 and February 2006, Mr. Durcan held various other positions with Micron Technology, Inc. and its subsidiaries and served as an officer from 1996 through his retirement. Mr. Durcan served as a director of MWI Veterinary Supply, Inc. from March 2014 until its acquisition by AmerisourceBergen in February 2015. Mr. Durcan has served as a director for Advanced Micro Devices since October 2017, for Veoneer since April 2018, and for ASML Holding NV since April 2020. He served as a director at Freescale Semiconductor, Inc. from 2014 through 2015 and2015. Mr. Durcan has served asbeen a Director ofdirector for St. Luke'sLuke’s Health System of Idaho since February 2017. Mr. Durcan2017 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.Key Attributes, Expertise, ExperienceSkills:Expertise■Other Public Company Boards:areaareas of finance, executive leadership and strategic planning in his former roles as Chief Executive Officer and Chief Operating Officer of Micron Technology, Inc.■insightsinsight into wholesale distribution of animal health products.■ RICHARDRichard W. GOCHNAUER
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6972
Director since September 2008Chair of our Finance Committeeand a member of ourPlanning CommitteeExecutive Committee
Risk Principal Occupation, Business and DirectorshipsUGI Corporation, Golden State Foods Corporation, Vodori Inc., and Rush University Medical Center and previously served as a director of UGI Corporation from 2011 until 2020, Fieldstone Communities, Inc. from 2000 to 2008 and United Stationers Inc. from July 2002 to May 2011. Mr. Gochnauer is also a member of the Boards of Opportunity International and the Center for Higher Ambition Leadership.Key Attributes, Expertise, ExperienceLeadership and Skills:Lead Director for SC Master Fund.■Other Public Company Boards:■UGI Corporation, Golden State Foods Corporation and Vodori Inc. and held senior executive leadership roles at United Stationers Inc. and Golden State Foods Corporation.■ 15Corporate Governance and Related Matters|20192022 AmerisourceBergen Proxy | C LONLon R. GREENBERG
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6871
Director since May 2013Chair of our Audit Committeemember of our Risk (Chair)CommitteeFinance CommitteeCorporate Responsibility Principal Occupation, Business and DirectorshipsCorporation'sCorporation’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 as Chief Executive Officer of UGI Corporation from 1995 until his retirement in April 2013. Mr. Greenberg served in various leadership positions throughout his tenure with UGI Corporation. He is a member of the Board of Directors of Ameriprise Financial, Inc. and the Board of Directors of the United Way of Greater Philadelphia and Southern New Jersey. Mr. Greenberg is a member of the Board of Trustees of Temple University and the Board of The Philadelphia Foundation andFoundation. He previously served as Chairman of the Board of Directors of Temple University Health System, and as a member of the Board of Directors of Fox Chase Cancer Center. Mr. Greenberg previously servedCenter, as a member of the Board of Directors of the United Way of Greater Philadelphia and Southern New Jersey, and as a member of the Board of Aqua America, Inc.Key Attributes, Expertise, ExperienceSkills:Expertise■Other Public Company Boards:ExpertiseInc.:Financial Expertise: Brings financial literacy and sophistication acquired through various executive, legal and corporate roles, as well as membership on the boards of other NYSE listed companies.■■■ JANEJane E. HENNEY,Henney, M.D.
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7174
Lead Independent Director
since March 2016
Director since January 2002Member of our Committee and serves
officio on each of theBoard's Board’s other committees
(other than Special Litigation) Principal Occupation, Business and DirectorshipsBoard'sBoard’s Lead Independent Director since March 2016 and as a Directordirector since January 2002. She has served as Home Secretary for the National Academy of Medicine sincefrom April 1, 2014.2014 to June 2020. Dr. Henney was a Professor of Medicine at the College of Medicine at the University of Cincinnati from January 2008 until December 2012. She served as Senior Vice President and Provost for Health Affairs at the University of Cincinnati from July 2003 to January 2008 and was the Commissioner of Food and Drugs at the United States Food and Drug Administration from 1998 to 2001. Dr. Henney served as Vice President for Health Sciences at the University of New Mexico from 1994 to 1998. She currently serves as a director for The China Medical Board. Dr. Henney previously served as a director on the boards of CIGNA Corporation from April 2004 until April 2018, AstraZeneca PLC from September 2001 to April 2011, and Cubist Pharmaceuticals, Inc. from March 2012 to January 2014. Dr. Henney is a National Association of Corporate Directors (NACD)2014 and The China Medical Board Leadership Fellow.from July 2004 until June 2019. Dr. Henney is a former member of the Board of The Commonwealth Fund and The Monnell Center for the Chemical Senses.Key Attributes, Expertise, ExperienceSkills:Expertise■Other Public Company Boards:■■Regulatory:Regulatory: As a former Commissioner of Food and Drugs for the United States Food and Drug Administration, Dr. Henney has extensive insight into federal regulatory matters. 161 17GTable of Contentsovernance and R2019elated Matters | 2022 AmerisourceBergen Proxy|Corporate Governance and Related Matters KATHLEENKathleen W. HYLE
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6063
Director since May 2010Member of our
and Succession Planning (Chair)Committee our FinanceCommittee
ExperiencePrincipal Occupation, Business Experience and Directorshipsof the Board of Trustees of Center Stage in Baltimore, MD. Ms. Hyle is a Partner in WKW LLC, a limited liability company, is a former director of The ADT Corporation, andcompany. Ms. Hyle is a former member of the Board of Sponsors for the Loyola University Maryland Sellinger School of Business and Management.Key Attributes, Expertise, ExperienceManagement and Skills:a former member of the Board of Trustees of CenterStage, a non-profit theatre in Baltimore, MD.■Other Public Company Boards:■■ MICHAELMichael J. LONG
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6063
Director since May 2006Chair of our Compensation andSuccession PlanningCommitteemember ofCorporate Responsibilityour Governance andNominating Committeeand Executive Committee Principal Occupation, Business and Directorshipsiscurrently serves as a member of the Board of TrusteesDirectors of UCHealth and National Western Stock Show since 2018. He served as a member of the Board of Directors of the Denver Zoo.Key Attributes, Expertise, ExperienceZoo from 2010 until 2017.Skills:Expertise■Other Public Company Boards:■■■ 17Corporate Governance and Related Matters|20192022 AmerisourceBergen Proxy | C HENRYHenry W. MCGEE
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6568
Director since November 2004Chair of our andNominating Committee andmember of our Audit Committee
Sustainability and Executive Committee
Corporate Responsibility (Chair) Principal Occupation, Business and DirectorshipsFoundation andFoundation. He is currently a member of the Board of Tegna Inc., the Pew Research Center and the Black Filmmaker Foundation. Mr. McGeeHe was recognized by Savoy Magazine in 2016 and 2017 as a member of the Power 300 list of the Most Influential Black Corporate Directors.Key Attributes, Expertise, Experience In 2018, the National Association of Corporate Directors named Mr. McGee to the Directorship 100, the organization’s annual recognition of the country’s most influential boardroom members.Skills:Expertise■Other Public Company Boards:■■ How does ![[MISSING IMAGE: ph_dennismnally-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/ph_dennismnally-bwlr.jpg)
Director since January 2020 recommend that I vote?nineten nominees named in this proxy statement to the Board of Directors. 181 19Gelated 2019Matters | 2022 AmerisourceBergen Proxy|Corporate GovernanceRelated MattersINFORMATION ON BOARD COMMITTEESAudit Committee■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, including the scope of the audit and audit procedures.■Reviews and discusses the independence of our independent registered public accounting firm.■Reviews and discussesretain qualified non-employee directors. Our program aligns director compensation 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 Securities and Exchange Commission (SEC).■Prepares the audit committee report as required by SEC rules.■Discusses with management and/or our independent registered public accounting firm significant financial reporting and accounting issues and the adequacy of our internal control over financial reporting.■Inquires of management (including the internal audit function) and our independent registered public accounting firm about significant risks or exposures (whether financial, operational, or otherwise) and assesses the steps management has taken to control such risks or exposures, including policies implemented for such purposes.■Reviews the internal audit function, internal audit plans, internal audit reports, and management's response to such reports.■Reviews the appointment, performance, and replacement of our chief audit executive.■Assists the Board in its oversight of legal and regulatory requirements, including through regular updates from the Company's management on legal matters, the compliance program and any enforcement or corrective responses.■Oversees the development and implementation by management of an enterprise risk management program, including the development of a cybersecurity strategy.■Reviews and approves all related persons transactions in accordance with our Related Person Transactions Policy.■Oversees compliance with our Code of Ethics and Business Conduct.Compensation and Succession Planning Committee■Reviews and approves our executive compensation strategy and the individual elements of total compensation for the President and Chief Executive Officer and executive management.■Evaluates performance of management annually.■Ensures that our executive compensation strategy supports stockholder interests.■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 for inclusion in our proxy statement as required by SEC rules.■Administers and makes awards under our incentive compensation plans, including equity incentive plans.■Has sole authority for retaining and terminating any consulting firm used to assist the Committee in its evaluation of the compensation of the President and Chief Executive Officer or any other executive officer and for evaluating the independence of such consulting firm. 19Corporate Governance and Related Matters|2019 AmerisourceBergen Proxy■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 and reviews and monitors the Company's diversity and inclusion practices.Executive Committee■Exercises the authority of the Board of Directors between regularly scheduled meetings of our Board on matters that cannot be delayed, except as limited by Delaware law and our bylaws.Finance Committee■Provides oversight of our capital structure and other issues of financial significance to AmerisourceBergen.■Reviews the asset and liability structure of the Company and considers its funding and capital needs.■Reviews proposed financing plans, credit facilities, and other financing transactions.■Reviews our dividend policy.■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 AmerisourceBergen and periodically reviews performance and progress of completed acquisitions and capital spending projects.Governance and Nominating Committee■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.■Recommends selection and qualification criteria for directors and committee members.■Identifies and recommends qualified candidates to serve as directors of AmerisourceBergen.■Considers nominees for directors recommended by stockholders.■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 standing committee assignments.■Reviews and makes recommendations to our Board regarding director compensation.■Has sole authority for retaining and terminating any consulting firm used to assist in the evaluation of the compensation of directors and for evaluating the independence of such consulting firm.■Monitors the Company's corporate citizenship function, including its sustainability and corporate responsibility practices and its support of charitable, educational and business organizations.202019 AmerisourceBergen Proxy |Corporate Governance and Related MattersDid each director attend at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during fiscal 2018 and (ii) the total number of meetings held by each committee of the Board on which such person served during fiscal 2018?Yes, average director attendance was 96% of the aggregate of (i) the total number of meetings of the Board of Directors held during fiscal 2018 and (ii) the total number of meetings held by each committee of the Board on which such person served during fiscal 2018. There were 13 meetings of the full Board of Directors during fiscal 2018 and the number of committee meetings held during fiscal 2018 is provided in the chartpeers (our peer companies are identified on page 349). Our Governance, Sustainability and Corporate Responsibility Committee reviews non-employee director compensation regularly to confirm that it appropriately addresses time, effort, expertise, and accountability required of this proxy statement.Do the independent directors meet regularly?The independent directors meet prior to the commencement of each of the regularly scheduled committee meetings. Additionally, the independent directors, together with our one additional non-management director, meet following each regularly scheduled meeting of the full Board of Directors. The Lead Independent Director presides at such meetings and, if the Lead Independent Director is not present, the committee Chairs preside on a rotating basis.How do interested parties make their concerns known to the non-management directors?Interested parties who wish to make any concerns known to the non-management directors may submit communications at any time in writing to: Hyung J. Bak, Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, PA 19087. AmerisourceBergen's Secretary will determine, in his good faith judgment, which communications will be relayed to the Lead Independent Director and other non-management directors.How are directors compensated?2018.2021. Ms. Barra waived her right to receive compensation as a non-employee director. Directors who are employees of AmerisourceBergen receive no compensation for their service as directors or as members of Board committees. Name Retainer/
Fees
Earned or
Paid in Cash
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) All Other
Compensation
($)(4) Total
($) Ornella Barra(5) — — — — — D. Mark Durcan 135,459 175,007 — 6,566 317,032 Richard W. Gochnauer 107,500 175,007 — 35,072 317,579 Lon R. Greenberg 133,750 175,007 — 10,396 319,153 Jane E. Henney, M.D. 125,000 200,055 — 7,879 332,934 Kathleen W. Hyle 110,000 175,007 — 6,566 291,573 Michael J. Long 124,583 175,007 — 6,566 306,156 Henry W. McGee 115,000 175,007 — 18,521 308,528 Dennis M. Nally 160,842 175,007 — — 335,849 Retainer/
Fees
Earned or
Paid in
Cash
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) All Other
Compensation
($)(4) Total
($) — — — — — 100,000 125,022 — 5,017 230,039 100,000 125,022 — — 225,022 110,000 125,022 — — 235,022 120,000 125,022 — — 245,022 125,000 150,026 — 5,017 280,043 100,000 125,022 — 5,017 230,039 115,024 125,022 — 5,017 245,063 110,000 125,022 — 25,441 260,463 (1)2018,2021, Mr. LongDurcan received 1,3491,163 shares of Common Stock, in lieu of the retainer. Mr. Nally received 879 shares of Common Stock, in lieu of 50% of his retainer.(2)2018,2021, each of the non-employee directors held the following shares of outstanding restricted stock units: Ms. Barra—0; Mr. Conant—4,117Durcan—5,706 ; Mr. Durcan—4,117;Gochnauer—7,066; Mr. Gochnauer—7,141;Greenberg—9,823; Dr. Henney—6,522; Ms. Hyle—5,706; Mr. Greenberg—5,323; Dr. Henney—4,939; Ms. Hyle—4,117;Long—5,706; Mr. Long—4,117;McGee—7,046; and Mr. McGee—5,323.Nally—3,605.2018.2021. See Note 1011 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 20182021 for assumptions used to estimate the fair values of restricted stock units granted during fiscal 2018.2018. As of September 30, 2018, each of the non-employee directors held outstanding stock options as follows: Ms. Barra—0; Mr. Conant—0; Mr. Durcan—0; Mr. Gochnauer—44,263; Mr. Greenberg—0; Dr. Henney—3,528; Ms. Hyle—19,932; Mr. Long—0; and Mr. McGee—10,585.2021.(4)2018. In addition, the amount shown for Mr. McGee also includes the value of prescription drug benefits provided to Mr. McGee and his spouse during fiscal year 2018.2021.(5)(6)Mr. Conant is not standing for re-election at the 2019 Annual Meeting of Stockholders.3749 for a description of our peer group.) Compensation Element 2021 Compensation Program Compensation Element2019 Compensation Program $100,000 Non-Employee Director
$125,000 Lead Independent Director Annual Equity Award Annual Equity Award(1) $175,000 Non-Employee Director
$200,000 Lead Independent Director Committee Chair Fee Chair Fee(2)$25,000 Audit Committee
$20,000 Compensation and Succession Planning Committee
$25,000 Compliance and Risk Committee
$15,000 Finance Committee
$15,000 Governance, Sustainability and NominatingCorporate Responsibility Committee Merger Integration and Special Litigation Committee Compensation $25,000 Merger Integration Committee (Chair)
$15,000 Merger Integration Committee (Member)
$50,000 Special Litigation Committee (1)The annual equity awards for Non-Employee Directors and the Lead Independent Director will increase from $125,000 to $175,000 and from $150,000 to $200,000, respectively, effective with the grant to be made in March 2019 in order to align board compensation with that of our peers.(2)Fees to be paid to the chairs of each of the Board's committees will increase by $5,000 to $25,000, $20,000, $15,000, and $15,000 for the chairs of the Audit Committee, Compensation and Succession Planning Committee, Finance Committee, and Governance and Nominating Committee, respectively, effective March 2019 in order to align board compensation with that of our peers.installments in advance.1, 2018,11, 2021, each of the non-employee directors (other than Ms. Barra, who waived compensation) received an annual grant of restricted stock units. The vesting period for these awards is three years from the date of grant, subject to continued service on the Board or following retirement by a director (i) aged 62 with five years of continuous service on the Board or (ii) who, after reaching age 55, has an age plus years of continuous employmentservice with the Company that equals at least 70. These grants were made under the AmerisourceBergen Corporation Omnibus Incentive Plan, originally approved by shareholders at the 2014 annual meeting (the "Omnibus“Omnibus Incentive Plan"Plan”). A director may defer settlement of shares payable with respect to restricted stock units as described below.222019 AmerisourceBergen Proxy |Corporate Governance and Related Mattersstockholdersshareholders and to provide an incentive to foster our long-term success. From and after the fifth year following their Board election, non-employee directors must own stock equal in value to at least five times the annual cash retainer. We may take unusual market conditions into consideration when assessing compliance. We confirm compliance with guidelines annually at the end of each fiscal year and, as of September 30, 2021, all of our non-employee directors were in compliance with the stock ownership guidelines or had not yet completed their fifth year as a director. 1CORPORATE GOVERNANCEorporate Governance and Related Matters | 2022 AmerisourceBergen Proxystockholders.shareholders. The role of our senior executives is to develop and implement a strategic business plan for AmerisourceBergen and to grow our business.Directorstockholdersshareholders and that it fosters innovative, responsive and strong leadership for the Company as a whole. Our Board has determined that the election of an executive Chairman must be accompanied by the election of a strong Lead Independent Director with a clearly defined and dynamic leadership role in the governance of the Board. In March 2018,2021, the Board determined that re-appointing Steven H. Collis as Chairman of the Board and Dr. Jane E. Henney as Lead Independent Director would result in the governance structure best suited to enable our Board and management to carry out their responsibilities to our stockholdersshareholders and promote the growth of AmerisourceBergen. We believe the structure promotes, through the clearly articulated roles and responsibilities of the Lead Independent Director and Board committees, the objective and effective oversight of management.to respond to challenges and changes in both U.S. and international markets.ensuring business continuity throughout the COVID-19 pandemic. Mr. Collis is uniquely suited to serve in these two roles due to his knowledge of the Company and his experience in the industry. As Lead Independent Director, Dr. Henney provides assertive, independent leadership in the boardroom. In addition to her extensive knowledge of the healthcare industry and regulatory environment, Dr. Henney has a thorough understanding of the Board's oversight role and leadingsubstantial corporate governance practices.Chairman'sChairman’s primary responsibility is to set the agenda for the Board and to facilitate communications among our directors and between the Board and senior management. As Chairman, President and Chief Executive Officer, Mr. Collis ensures that the Board'sBoard’s agenda and discussions address strategic planning as well as key business issues and risks that he encounters in daily operations. Board committee leadership, provides a meaningful counterbalance to the executive Chairman and maintains independent and effective oversight of management.Board'sBoard’s governance and functions; our Audit Committee, the Compensation and Succession Planning Committee, and the Governance, Sustainability and NominatingCorporate Responsibility Committee, and Merger Integration Committee are each 23Corporate Governance and Related Matters|2019 AmerisourceBergen ProxyDirector'sDirector’s robust and comprehensive authority is as follows:■■■■■■■■■■NominatingCorporate Responsibility 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;■stockholdersshareholders upon request on appropriate topics; and■NominatingCorporate Responsibility Committee. The Compensation and Succession Planning Committee, in accordance with its charter and under the oversight of the Lead Independent Director, will annually review the performance of, and succession plan for, the Chief Executive Officer. These processes provide our Board with opportunities to examine and reassess the effectiveness of our leadership structure, including the performance of our Chairman and Lead Independent Director.stockholdersshareholders because our stockholdersshareholders benefit most when our Board has the freedom to make decisions that are in the best interests of the Company rather than pursuant to a predetermined policy. Mr. Collis has served as President and Chief Executive Officer since July 2011 and as Chairman since March 2016.Company'sCompany’s next Chief Executive Officer. At that time, the Chairman role will be assumed by an independent director.ourAmerisourceBergen’s corporate governance principles. Together with the charters of the Board committees, they provide the framework for the governance of AmerisourceBergen. Our corporate governance principles clearly delineate the authority and roles of the Chairman of the Board and the Lead Independent Director in the leadership of the Board, mandate the independence of the committee Chairs and all the members of our audit, compensationAudit Committee, Compensation and governance committees,Succession Planning Committee and Governance, Sustainability and Corporate Responsibility Committee, and affirm non-employee directors'directors’ access to managers and associatesteam members outside the presence of our executives. The corporate governance principles address a variety of governance issues in addition to the leadership structure, including those discussed under the headings "Information“Information on Board Committees," "Code” “Code of Ethics"Ethics” and "Stockholder“Shareholder Engagement."” The Board reviews and242019 AmerisourceBergen Proxy |Corporate Governance and Related Mattersfive standingeight committees of the Board: the Audit Committee, the Compensation and Succession Planning Committee, the Compliance and Risk Committee, the Executive Committee, the Finance Committee, and the Governance, Sustainability and Nominating Committee. The Board committees, withCorporate Responsibility Committee, the exception of the ExecutiveMerger Integration Committee, and the FinanceSpecial Litigation Committee. The Merger Integration Committee are requiredwas formed in March 2021 to be composed entirelyadvise and counsel management on the integration and risk management of independent directors.Alliance Healthcare. In addition, a Special Litigation Committee was created in September 2020 to review and evaluate a derivative complaint related to Medical Initiatives, Inc., a subsidiary that ceased operations in 2014. Our Executive Committee, which is composed of our Chairman of the Board, the Lead Independent Director and the Chairs of the other standing committees 123Board, subject to applicable law.Board. The Chairman of the Board serves as the Chair of the Executive Committee. The Board believes that changing committee assignments from time to time strengthens our corporate governance practices and enhances each committee'scommittee’s objective review of management.NominatingCorporate Responsibility Committee have been posted on our website atinvestor.amerisourcebergen.cominvestor.amerisourcebergen.com.nineten director nominees are elected at the 20192022 Annual Meeting of Stockholders, sevenShareholders, eight out of nineten directors then serving will be independent.These guidelines are contained in Section 5 of our corporate governance principles. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with AmerisourceBergen.Douglas R. Conant, D. Mark Durcan, Richard W. Gochnauer, Lon R. Greenberg, Jane E. Henney, M.D., Kathleen W. Hyle, Michael J. Long, and Henry W. McGee.NominatingCorporate Responsibility Committee are independent, in accordance with the independence requirements set forth in their charters and, as applicable, SEC rules and NYSE listing standards. None of the members of these committees receives any consulting or advisory fee from us other than compensation as non-employee directors.
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■fiscal quarter, our Chief Financial Officer reports to the Board on AmerisourceBergen'sAmerisourceBergen’s financial performance and explains how actual performance compares to our business plan. Our corporate officers and the leaders of our principal business units report regularly to the Board about the risks and exposures related to their areas of responsibility. The Board is informed about and regularly discusses our risk profile, including legal, regulatory and operational risks to our business. The Board also oversees our compliance policies and practices, including our sophisticated diversion control program through which the Company provides daily reports directly to the Drug Enforcement Administration about the quantity, type, and receiving pharmacy of every order of controlled substances we distribute. Additionally, the Board periodically visits Company facilities, which provides the Directorsdirectors with an opportunity to observe the Company'sCompany’s operations and to interact with employees outside of the boardroom.■The chair of each 125■corporate,and financial and regulatory risk assessment and risk management processes and overseeing our system of internal controls and financial reporting. The Audit Committee discusses specific risk areas throughout the year, including those that may arise in various business units and the measures taken by management to262019 AmerisourceBergen Proxy |Corporate Governance and Related Mattersmonitor and limit risk. In addition, the Audit Committee oversees the development and implementation of our enterprise risk management program and assists the Board in its oversight of legal and regulatory requirements.■The Audit Committee receives regular reports throughout the year on matters related to risk management. At each regularly scheduled meeting, the Audit Committee receives reports from our (i) external auditor on the status of audit activities and findings; and (ii) chief audit executive (who reports directly to the Audit Committee) on the status of the internal audit plan, audit results and any corrective action taken in response to audit findings. The Audit Committee is also responsible for periodically reviewsreviewing cybersecurity issues and the Company'sCompany’s business continuity and disaster recovery plans.plans as they relate to IT security.■Board'sBoard’s other committees oversee risks associated with their respective areas of responsibility. For example, the Governance, Sustainability and NominatingCorporate Responsibility Committee oversees our corporate governancesustainability strategy and practices, generally, including monitoring our corporate citizenship functionthe Company’s ESG reporting and our corporate responsibilitydisclosure practices. The Governance, Sustainability and Corporate Responsibility Committee also oversees the Company’s Diversity, Equity & Inclusion practices. Additionally, the Compensation and Succession Planning Committee assesses risks associated with our compensation policies and programs for executives as well as employees generally. Our Finance Committee discusses risks relating to our capital structure, financing activities, dividend taxesand tax policy and stock repurchases.repurchase activities. Our Merger Integration Committee oversees risks associated with integrating the Alliance Healthcare business into our company.■Company'sCompany’s reporting, investigation and corrective action program. We also have an internal Compliance Committee composed of senior executives including our Chief Compliance Officer, Chief Compliance Counsel and Senior Vice President—Corporate Security & Regulatory Affairs, whichthat supports the Chief Compliance Officer in fulfilling her responsibilities and driving corporate adherence to our compliance program, Code of Ethics and Business Conduct and related policies and procedures. Our Chief Compliance Officer and Chief Compliance CounselLegal Officer report to the AuditCompliance and Risk Committee and to the full Board throughout the year on corporate compliance matters, the status of our compliance programs (including our diversion control program described above), calls to our hotline and any other material developments.create riskspromote behaviors that are reasonably likely to have a material adverse effect on AmerisourceBergen.could put the organization at legal, financial or reputational risk. We have reviewed our risk analysis with the Compensation and Succession Planning Committee. The risk assessment process included, among other things, a review of all key incentive compensation plans to ensure that they are aligned with our pay-for-performance philosophy and include performance metrics that support corporate goals. The objective of the process was to identify any compensation plans and practices that may encourage employees to take unnecessary risks that could threaten the Company. No such plans or practices were identified. Moreover, various factors mitigate the risk profile of our compensation programs, including, among others:■■■■2019,2021, the performance plan ties 50%60% of an executive officer'sofficer’s annual equity award to performance shares that are dependent on financial performance metrics achieved over a three-year period to ensure that our executive officers are accountable for long-term measures of success;50%40% of an executive officer'sofficer’s annual equity award (in stock options andis in restricted stock units)units and also vests over a number of yearsmulti-year period to encourage executive officers to focus on long-term growth and creating value for stockholders;shareholders;■stockholders;shareholders;■■Education and EvaluationsNominatingCorporate Responsibility Committee. Director orientation familiarizes the directors with our business and strategic plans, significant financial, accounting and risk management issues, compliance programs and other controls, policies, principal officers and internal auditors, and our independent registered public accounting firm. The orientation also addresses Board procedures, our corporate governance principles and our Board committee charters. We offer continuing education programs and provide opportunities to attend commercial director education seminars to assist our directors in maintaining their expertise in areas related to the work of the Board and the directors'directors’ committee assignments. Ongoing education includes two hours of annual compliance training for each director. We also provide our directors with full membership to the National Association of Corporate Directors to provide a forum for them to maintain their insight into leading governance practices and exchange ideas with peers. Dr. Henney in 2011 and 2012, Ms. Hyle in 2015 and Mr. McGee in 2018 were named to the "NACD“NACD Directorship 100,"” an annual honor sponsored by the National Association of Corporate Directors to recognize influential directors and others who impact corporate governance.NominatingCorporate Responsibility Committee and our Lead Independent Director. As required by our corporate governance principles, the evaluation occurs annually. The evaluation process involves discussion and planning for both Board and committee refreshment, including with regard to the skills needed to continue to represent the long-term interests of shareholders.NominatingCorporate Responsibility Committee, the Lead Independent Director, or an independent, third-party governance expert interviews each director to obtain his or her assessment of the effectiveness of the Board and the committees on which he or she serves, as well as director performance and Board dynamics. In 2018,fiscal 2021, the interviewevaluation process was led by the Lead Independent Director. In advance of the interview, each member of a committee receives a questionnaire soliciting feedback regarding the committee'scommittee’s performance. During the interview, each member is asked to provide an assessment of the Board'sBoard’s and the relevant committee'scommittee’s performance. We also solicit suggestions for improving the Board'sBoard’s and the committee'scommittee’s performance, dynamics, time-management, and functioning, as well as proposed topics of focus for the Board and the committee in the upcoming year. The results of the individual interviews and assessments are aggregated in a report, which the Lead Independent Director presents to the full Board for review, discussion and determination of action items.Resignations"majority“majority of the votes cast"cast” means that the number of votes cast "for"“for” a candidate for director must exceed the number of votes cast "against"“against” that director. A plurality voting standard will apply instead of a majority voting standard if:■stockholdershareholder has provided us with notice of a nominee for director in accordance with our bylaws; and 281 27|▪Corporate Governance and Related Matters■stockholders.stockholdersshareholders and include post-election procedures in the event an incumbent director does not receive the required votes for re-election, as follows:■NominatingCorporate Responsibility Committee shall make a recommendation to the Board as to whether to accept the previously tendered resignation of the director;■Nominating Committee'sCorporate Responsibility Committee’s recommendation; and■ 129CODE OF ETHICSCorporate Governance and Related Matters2018.2021. It applies to directors and employees, including officers, and is intended to comply with the requirements of Section 303A.10 of the NYSE Listed Company Manual. Any waivers of the application of the Code of Ethics and Business Conduct to directors or executive officers must be approved by either the Board of Directors or the AuditCompliance and Risk Committee. 131SEC'sSEC’s Regulation S-K. It applies to our President and Chief Executive Officer, our Executive Vice President and Chief Financial Officer and our Senior Vice President and Chief Accounting Officer.investor.amerisourcebergen.com. Additionally, any waiver or amendment to either code will be disclosed promptly on our website atinvestor.amerisourcebergen.cominvestor.amerisourcebergen.com.stockholders.shareholders. The goal of our engagement and outreach efforts is to ensure that we work collaboratively to educate our investors about our business and governance practices as well as to identify issues of importance to our stockholdersshareholders and our business. Our investor relations team regularly shares with our Board and senior executives the feedback that they have received from our stockholders.stockholdersshareholders about AmerisourceBergen'sAmerisourceBergen’s financial performance, operations and strategic developments through the following:■■■■■on-sitetelephonic meetings with investors and stockholders;stakeholders;■stockholders;shareholders; and■stockholdersshareholders meeting.in 2018following a disappointing say-on-pay vote outcome at our 2021 Annual Meeting, we communicatedproactively engaged with our largest stockholders in order to seek their input on a variety of topics. Following our 2018 annual meeting, we reached out to non-affiliated stockholders (i.e., stockholders other than Walgreens Boots Alliance, Inc.) who in the aggregate held approximately 30%substantial portion of our Common Stock 29Tableinvestor base to better understand the views of ContentsCorporate Governanceour shareholders. This included an expanded outreach led by the Chair of our Compensation and Related Matters|2019 AmerisourceBergen Proxy(i.e., approximately 40%Succession Planning Committee, who participated in dialogue with a broadly representative group of our shareholders along with members of our management team. These conversations helped inform and guide the shares of Common Stock held by parties other than Walgreens Boots Alliance, Inc.) in orderCompensation and Succession Planning Committee’s decisions on executive compensation for this year and enhancements to provide information regarding our corporate governance practices and the Company's role in the pharmaceutical supply chain. We held phone calls with interested investors throughout 2018 following such outreach and continue to engage with stockholders in order to provide them with updated information on our Company and in order to listen to their concerns.reviewedrevised in November 2018,2021, describe the procedures through which stockholdersshareholders may seek direct engagement with Board members. While management, through our President and Chief Executive Officer, our investor relations team, and our corporate secretary,Corporate Secretary, ordinarily engages with stockholders,shareholders, the Chairman of the Board, in consultation with the Lead Independent Director, will review and consider, on a case-by-case basis, stockholdershareholder requests for meetings with the Board of Directors related to key areas of Board oversight and determine whether such meetings would be appropriate and beneficial. StockholdersShareholders may communicate their views directly to the Board by writing to Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook,1 West First Avenue, Conshohocken, Pennsylvania 19087.Stockholder19428.stockholdershareholder to propose nominees for consideration by the Governance, Sustainability and NominatingCorporate Responsibility Committee by submitting specified information concerning itself and the proposed nominee, including the name, appropriate biographical information and qualifications of the proposed nominee. This and other information required under the advance notice provision must be provided to us in writing to: Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087,1 West First Avenue, Conshohocken, PA 19428, no earlier than October 31, 2019November 9, 2022 and no later than November 30, 2019December 9, 2022 to be considered for the 20202023 Annual Meeting of Stockholders.stockholdershareholder or group of no more than 20 eligible stockholdersshareholders that has maintained continuous ownership of 3% or more of our Common Stock for at least three years to include in our proxy materials for an annual meeting of stockholdersshareholders a number of director nominees up to the greater of two or 20% of the directors then in office. Loaned stock that can be recalled within three days may count towards an eligible stockholder'sshareholder’s 3% beneficial ownership requirement, which must be maintained at least until the annual meeting at which the proponent'sproponent’s nominee will be considered. Proxy access nominees who do not receive at least a 25% vote in favor of election will be ineligible as a nominee for the following two years. Provisions in the Shareholders Agreement with Walgreens Boots Alliance would not permit Walgreens Boots Alliance to use proxy access. If any stockholdershareholder proposes a director nominee under our advance notice provision, we are not required to include any proxy access nominee in our proxy statement for the annual meeting. Information required under the proxy access provision must be provided to us in writing to: Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087,1 West First Avenue, Conshohocken, PA 19428, no earlier than August 21, 201931, 2022 and no later than September 20, 201930, 2022 to be considered for the 20202023 Annual Meeting of Stockholders.Shareholders. In considering any nominee proposed by a stockholdershareholder in accordance with the requirements set forth in our bylaws, the Governance, Sustainability and NominatingCorporate Responsibility Committee will reach a conclusion based on the nominee evaluation criteria described above.under “Identification and Evaluation of Director Nominees and Overboarding Policy” beginning on page 13 of this proxy statement. After full consideration, the stockholdershareholder proponent will be notified of the decision of the committee. 301 33Contents2019 AmerisourceBergen Proxy |Audit CommitteeITEM 2—RATIFICATION OF APPOINTMENT OF ERNSTAppointment of Ernst & YOUNGYoung LLP ASasAMERISOURCEBERGEN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAmerisourceBergen’s Independent Registered Public AccountingFOR FISCAL YEAR 2019What am I voting on?AmerisourceBergen'sAmerisourceBergen’s independent registered public accounting firm for the fiscal year ending September 30, 2019.2022. The Audit Committee of the Board of Directors has appointed Ernst & Young LLPEY to serve as our independent registered public accounting firm for fiscal year 2019.2022. Although our governing documents do not require the submission of the appointment of AmerisourceBergen'sAmerisourceBergen’s independent registered public accounting firm to the stockholdersshareholders for approval, the Board considers it desirable that the stockholdersshareholders ratify the appointment of Ernst & Young LLP.EY. Should the stockholdersshareholders not ratify the appointment of Ernst & Young LLPEY as AmerisourceBergen'sAmerisourceBergen’s independent registered public accounting firm for the fiscal year ending September 30, 2019,2022, the Audit Committee will investigate the reasons and will reconsider the appointment of Ernst & Young LLP.What is the oversight relationship betweenEY.our external auditor?AmerisourceBergen'sAmerisourceBergen’s external auditor. To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the external auditor'sauditor’s qualifications, performance and independence. In accordance with SEC rules, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to AmerisourceBergen. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The Audit Committee reviews the process that we and Ernst & Young LLPEY undertake to ensure the rotation of the audit partner responsible for reviewing the audit, and evaluates the qualifications and experience of the individual selected to serve as lead partner for our audit. Ernst & Young LLPEY has been retained as the external auditor of AmerisourceBergen since 2001 and of its predecessor entity AmeriSource Health Corporation since 1985. The members of the Audit Committee believe that the continued retention of Ernst & Young LLPEY to serve as our external auditor is in the best interests of AmerisourceBergen and its stockholders.What services will the independent registered public accounting firm provide?Ernst & Young LLPEY for fiscal year 20192022 will include examination of the consolidated financial statements of AmerisourceBergen and services related to periodic SEC filings. Audit services for fiscal year 20192021 also will include the audit of the effectiveness of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. Additionally, Ernst & Young LLPEY may provide audit-related, tax and other services comparable in nature to the services performed in fiscal years 20172020 and 2018,2021, as described under the heading "IndependentIndependent Registered Public Accounting Firm's Fees."Will representativesFirm’s Fees.independent registered public accounting firm be presentIndependent Registered Public Accounting Firm at the 20192022 Annual Meeting of Stockholders?Ernst & Young LLPEY are expected to be presentparticipate at the 20192022 Annual Meeting of Stockholders.Shareholders. Such representatives will have an opportunity to make a statement and will be available to respond to appropriate questions.How does the recommend that I vote?Ernst & Young LLPEY as AmerisourceBergen'sAmerisourceBergen’s independent registered public accounting firm for fiscal year 2019.2022.GreenbergNally and Mr. Durcan is an "audit“audit committee financial expert"expert” as defined in Item 407(d)(5) of Regulation S-K. Mr. GreenbergNally serves as Chair of the Audit Committee. A description of the financial expertise of Messrs. GreenbergMr. Nally and Mr. Durcan accompanies their biographies.POLICY FOR PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICESCommittee'sCommittee’s policy is to pre-approve all audit services and all non-audit services that the Company'sCompany’s independent registered public accounting firm is permitted to perform for the Company under applicable federal securities regulations. As permitted by the applicable regulations, the committee'scommittee’s policy utilizes a combination of specific pre-approval on a case-by-case basis of individual engagements of the independent registered public accounting firm and general pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed annually by the committee. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others.20182021 and 2017, Ernst & Young LLP, AmerisourceBergen's2020, EY, AmerisourceBergen’s independent registered public accounting firm, billed the Company the fees set forth below in connection with services rendered by the independent registered public accounting firm to the Company: Fee Category Fiscal Year 2021 Fiscal Year 2020 Audit Fees $ 10,112,000 $ 8,743,000 Audit-Related Fees $ 4,569,000 $ 4,543,000 Tax Fees $ 4,388,000 $ 2,752,000 All Other Fees $ 8,000 $ 8,000 TOTAL $ 19,077,000 $ 16,046,000 Fiscal Year 2018 Fiscal Year 2017 $ 7,185,000 $ 6,760,000 $ 577,000 $ 227,000 $ 2,173,000 $ 1,502,000 $ 2,000 $ 2,000 $ 9,937,000 $ 8,491,000 AmerisourceBergen'sAmerisourceBergen’s annual financial statements, consultation concerning financial accounting and reporting standards and consultation concerning matters relating to Section 404 of the Sarbanes-Oxley Act of 2002, reviews of quarterly financial statements as well as services normally provided in connection with statutory and regulatory filings or engagements, comfort letters, consents and assistance with and review of Company documents filed with the SEC. Audit fees also included fees for the audit of the effectiveness of the Company'sCompany’s internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002.Ernst & Young LLPEY in accordance with the policy described above and monitored the relationship between audit and permissible non-audit services provided. The policy is intended to ensure that the fees earned by Ernst & Young LLPEY are consistent with the maintenance of the independent registered public accounting firm'sfirm’s independence in the conduct of its auditing functions. 321 35an audit committee financial expert.experts. The key responsibilities of the Audit Committee are set forth in its charter, which was most recently revised by the Board of Directors in November 2018. The charter2021 and is available on our website atinvestor.amerisourcebergen.cominvestor.amerisourcebergen.com. Among other responsibilities, theThe Audit Committee is responsible for, among other matters, the appointment, retention, and compensation of the independent auditor and in connection therewith annually considers the performance of Ernst & Young LLP (EY).AmerisourceBergen'sCompany'sCompany’s financial statements and its internal control over financial reporting. AmerisourceBergen'sAmerisourceBergen’s independent registered public accounting firm, EY, is responsible for performing an independent audit of AmerisourceBergen'sAmerisourceBergen’s consolidated financial statements and for issuing a report on the effectiveness of AmerisourceBergen'sAmerisourceBergen’s internal control over financial reporting. AmerisourceBergen'sThe Audit Committee meets regularly with EY, with and without management present, to review the overall scope and plans for EY’s audit work and to discuss the results of its examinations, the evaluation of AmerisourceBergen’s internal control over financial reporting and the overall quality of AmerisourceBergen’s accounting and financial reporting. AmerisourceBergen’s management has represented to the Audit Committee that the financial statements contained in our Annual Report on Form 10-K for fiscal year 20182021 were prepared in accordance with U.S. generally accepted accounting principles and that our internal control over financial reporting was effective as of September 30, 2018.AmerisourceBergen'sAmerisourceBergen’s management and EY the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 20182021 and our internal control over financial reporting. The Audit Committee discussed with EY, which is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles, the firm'sfirm’s judgments as to the quality, not just the acceptability, of the Company'sCompany’s accounting principles, the reasonableness of significant judgments reflected in the financial statements and the clarity of disclosures in the financial statements. The Audit Committee also discussed with EY the matters related to the conduct of the audit that are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board (PCAOB), including the matters required to be discussed by the PCAOB Auditing Standard No. 1301, "Communication“Communications with Audit Committees."” In addition, the Audit Committee discussed with EY the firm'sfirm’s independence from the Company and its management, including the matters in the written disclosures and letter that were received by the Audit Committee from EY as required by applicable requirements of the PCAOB regarding EY'sEY’s communications with the Audit Committee concerning independence. The Audit Committee further considered whether the provision of non-audited related services by EY to the Company is compatible with maintaining the independence of that firm from the Company. The Audit Committee also discussed with EY the firm'sfirm’s audit of the effectiveness of the Company'sCompany’s internal control over financial reporting as of September 30, 2018.AmerisourceBergen'sAmerisourceBergen’s Annual Report on Form 10-K for fiscal year 2018.2021.
D. Mark Durcan
Henry W. McGeeAUDIT COMMITTEELon R. Greenberg, ChairD. Mark DurcanHenry W. McGee|▪2019Compensation Committee Actions: The Compensation Committee took action to address the feedback raised by shareholders. We applied negative discretion to the short-term incentive payouts for fiscal year 2021 to reflect the shareholder experience related to the magnitude of the opioid litigation settlement accrual recorded in fiscal year 2020, and we approved several enhancements to create further alignment between our executives and shareholders. In summary, the Compensation Committee took the following actions in response to shareholder feedback: 137EXECUTIVE COMPENSATION AND RELATED MATTERS▪COMPENSATION DISCUSSION AND ANALYSIS▪OverviewAmerisourceBergen Corporation is onelargest global pharmaceutical sourcingactions taken, along with the key factors that the Compensation Committee considered in determining compensation for fiscal year 2021, are included within the Compensation Discussion and distribution services companies, helping both healthcare providersAnalysis (CD&A), starting on page 39.pharmaceutical and biotech manufacturers improve patient accesslooks forward to productscontinued dialogue. We believe that the actions being taken are responsive to the feedback provided and enhance patient care. The purposeour commitment to our long-standing practice of aligning pay and performance.
Richard W. Gochnauer
Dennis M. Nallyis to attract, motivateduring fiscal year 2021. It also provides an overview of how and retainwhy the individuals who leadCompensation Committee arrived at the specific compensation decisions for our Company and to alignnamed executive officers for fiscal year 2021, including the key factors that the Compensation Committee considered in determining their interests with the long-term interests of our stockholders.20182021 named executive officers were: Name Titles Steven H. Collis Chairman, President and Chief Executive Officer (“CEO”) Tim G. GuttmanJames F. Cleary Executive Vice President and Chief Financial Officer 1 (“CFO”) John G. Chou Executive Vice President and Special Advisor to the Chairman & CEO (formerly the Chief Legal Officer)1 Gina K. Clark Executive Vice President and Chief LegalCommunications & BusinessAdministration Officer James F. Cleary, Jr.Executive Vice President and Group President, Global Commercialization Services & Animal Health2Robert P. Mauch Executive Vice President and Group President Pharmaceutical Distribution & Strategic Global Sourcing 139Mr. Guttman retired Beginning in the fall of 2021, we contacted 34 shareholders representing approximately 43% of our shareholder base (60% excluding Walgreens Boots Alliance, Inc.), and ultimately engaged with 21 shareholders representing approximately 32% of our shareholder base (45% excluding Walgreens Boots Alliance, Inc.), as well as members of the Investors for Opioid and Pharmaceutical Accountability (“IOPA”), and the proxy advisory firms. Our Compensation Committee Chair participated in engagements with shareholders representing 25% of shares outstanding (35% excluding Walgreens Boots Alliance, Inc.) as well as meetings with IOPA and the proxy advisory firms. Our objective was to understand shareholder perspectives on our executive compensation program and gather feedback to guide our response to their concerns given the low support received for our say-on-pay proposal in 2021. We additionally sought their input on a range of other important topics, including our Board composition, ESG initiatives, and DE&I strategy (see below). ![[MISSING IMAGE: tm2133602d1-tbl_exten4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-tbl_exten4c.jpg)
Engagement Topics Executive compensation and the 2021 say-on-pay vote Board oversight of ESG and risk management Proposed opioid litigation settlement ESG initiatives, including Diversity, Equity and Inclusion, and governance oversight Board and Committee composition and refreshment Human capital disclosure 141positionopioid litigation settlement accrual recorded in fiscal year 2020. Separately, they shared a view that management should be held accountable for events within its control and that compensation outcomes should more fully reflect the financial experience of shareholders. Shareholder Feedback and Responsiveness What We Heard From Shareholders Action We Took in Response Reflect in the Compensation Committee’s decisions for fiscal year 2021 the magnitude of the opioid settlement accrual recorded in fiscal year 2020 ![[MISSING IMAGE: tm2133602d1-icon_forpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-icon_forpn.jpg){kind=icon}
Provide clarity for how the Compensation Committee considers discretion for significant, non-recurring financial events Commitment to disclose the Compensation Committee’s decision process for any potential use of discretion for adjustments related to significant, non-recurring financial events on a go-forward basis, as appropriate Enhanced transparency of Compensation Committee decision-making process for executive compensation more broadly Compensation Committee to review any potential adjustments to reported financial results on a quarterly basis, and determine final approval of adjustments at year end Increase alignment of long-term incentives to shareholder value creation Beginning with fiscal year 2022 grants, implemented a post-vesting holding requirement on 50% of earned performance shares of two years for our CEO and one year for other NEOs Enhance clawback provision and disclosure Created a single compensation recoupment policy that applies to all incentive compensation and formally expands the list of actions that could result in a clawback Vice PresidentCompensation and Chief Financial OfficerRelated Matters Shareholder Feedback and Responsiveness What We Heard From Shareholders Action We Took in Response Support the incorporation of measurable, ESG-related metric(s) into compensation program Commitment to review and evaluate best approach to inclusion of an ESG-related measure or measures in compensation program by fiscal year 2023 November 9, 2018.2Mr. Cleary assumednon-GAAP metrics, which we believe most effectively measure and reward operational performance and provide consistency and transparency between our financial reporting and compensation outcomes. However, the positionCompensation Committee also recognizes that certain events, such as the impact from the opioid litigation settlement accrual, should be reflected in final compensation decisions, and is committed to ensuring the financial outcomes of our business and shareholders remain in alignment. Fiscal Year 2021 Compensation Decisions — Summary of Key Factors Key Factor Compensation Committee Consideration Investor Feedback Shareholders believe that the impact of the magnitude of the opioid litigation settlement accrual should be considered in the Compensation Committee’s fiscal year 2021 executive payout decisions, along with more detailed disclosure on our decision-making process Impact of opioid litigation settlement accrual The Compensation Committee considered the magnitude of the opioid litigation settlement accrual Litigation and related facts and circumstances The Company has had a sophisticated diversion control program in place for decades and the proposed settlement is not a penalty or admission of fault or wrongdoing. The payments to be made pursuant to the settlement are not penalties or fines, and the majority of funds will be spent on efforts to address opioid misuse and abuse in communities Decision to enter into the settlement The decision represents the most effective path to allow our management team to focus on the strategic and operational initiatives that drive value for our shareholders while allowing the Company to be part of the solution by providing meaningful financial relief to impacted communities Company performance AmerisourceBergen delivered strong performance for shareholders in fiscal year 2021 amidst ongoing economic challenges due in part to the COVID-19 pandemic, exceeding financial expectations and successfully completing the strategically important Alliance Healthcare acquisition, and has outperformed core peers on a TSR basis over the last five years. The Company also played a key role as a critical and, at times, sole distributor of essential COVID therapies and other related treatments in support of the national COVID-19 pandemic response efforts Executive compensation program design Overall, our executive compensation program effectively aligns pay and performance, and is closely tied with our strategy to appropriately incentivize management to achieve our financial and strategic goals without encouraging them to take excessive risks in their business decisions Long-standing commitment to compliance 143Vice PresidentCompensation and Chief Financial Officer upon Mr. Guttman's retirementRelated Matters | 2022 AmerisourceBergen Proxy Fiscal Year 2021 Compensation Decisions — Summary of Key Factors Key Factor Compensation Committee Consideration Executive tenure and experience The time in current positions among our named executive officers, including several who are new to the Company or their roles Talent retention Prolonging a resolution to the consideration or application of any discretionary adjustments to compensation related to the opioid litigation accrual would introduce uncertainty that could be detrimental to the Company’s ability to attract and retain top talent November 9, 2018.the above considerations, the Compensation Committee reduced fiscal year 2021 pay outcomes for our CEO and other NEOs through the use of negative discretion on short term incentive payouts to recognize the impact of the opioid litigation settlement accrual. In making the determination to not reduce the payouts of FY19 – FY21 PSUs, the Compensation Committee considered the fact that equity awards are inextricably linked to stock price. While the Compensation Committee will retain the ability to exercise discretion and continue its established practice of considering regulatory, compliance and legal issues in evaluating executive compensation, absent a material change to the factors considered, it does not intend to take future discretionary action related to the resolution of opioid-related litigation.![[MISSING IMAGE: tm2133602d1-fc_fiscalpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-fc_fiscalpn.jpg)
officers'officers’ compensation is equity-based.incentive-based. In fiscal year 2018,2021, incentive compensation (annual cash bonus and equity incentive awards) accounted for approximately 89%90% of Mr. Collis'sour CEO’s total direct compensation (base salary, annual cash bonus and equity incentive awards) and approximately 81%83% of the average total direct compensation of the other named executive officers.![[MISSING IMAGE: tm2133602d1-pc_ceoneospn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-pc_ceoneospn.jpg)
2018 Say-On-Pay Vote1In fiscal 2018, we continued to emphasize our pay for performance culture. 45compensation of our named executive officers was approved by stockholders in March 2018 with approximately 95% of stockholder votes cast in favor of our 2018 "say-on-pay" resolution. Our "say-on-pay" resolutions have received consistently strong support since the inceptionfollowing table provides a summary of the "say-on-pay" voting requirement implemented under the Dodd-Frank342019 AmerisourceBergen Proxy |Executive Compensationcompensation program and Related MattersWall Street Reform and Consumer Protection Act of 2010. The Compensation and Succession Planning Committee (the "Compensation Committee") considered the results of the stockholder vote and believes it supports the view that compensationperformance outcomes for our named executive officers closely aligns with our stockholders' interests. Duringin fiscal 2018,2021: Component & Structure CEO NEOs Metrics & Features Fiscal Year 2021 Performance
Targets Base Salary 10% 17% Short-Term Incentive Performance based cash incentive (100%) 16% 26% Long-Term Incentive 74% 57% reviewed ourdetermined to reduce fiscal year 2021 executive compensation peer group and workedpay outcomes through the use of negative discretion in consideration of the shareholder experience related to align pay opportunitiesthe magnitude of the litigation accrual recorded in fiscal year 2020. Please refer to pages 42-44 of the Executive Summary for our executive officers with our compensation philosophy. The Compensation Committee also approvedmore information on payouts earned under plan performance metrics for incentive pay that were designed to correlate withand actual payouts following the way we evaluate our operational resultsCompensation Committee’s application of negative discretion.reflect measures of performance that drive returns for our stockholders.20182021 Compensation Practices and Policiesthe major risks to our business, including how risks taken by management could affect the value of executive compensation. To this end, our compensation program encompasses the following:
Highlights of Our Executive Compensation Program—Program — Linking Pay with Performance and Mitigating Risk What We Do Use financial metrics to make a substantial portion of executive pay contingent on performance.performance Engage with shareholders on compensation and governance Cap payouts under our annual cash bonus plan and performance share plans.plans Apply robust clawback obligations to annual cash bonus and equity awards for executive officers.officers Require our CEO to own stock equal in value to 6six times his base salary, and our CFO and other executive officers to own stock equal in value to 3three times their respective base salaries.salaries Require executive officers to retain all options and equity grantsawards until required ownership levels are met.met Reflect the advice provided by the independent compensation consultant to the Compensation Committee. Two-year post-vesting holding requirement for our CEO and one-year holding period for named executive officers on 50% of PSU awards Consider a peer group in establishing named executive officer compensation and published compensation survey data for all other executive officers.officers Prohibit short sales, hedging or pledging of our stock by our executive officers and directors. Require forfeiture of awards upon violation of restrictive covenants.covenants Require a double-trigger for change in control payments.payments Consider burn rate in equity grant decisions and manage use of equity awards conservatively.conservatively
Not Do What We DoTie incentive compensation to specific product sales.sales, including prescription opioid medication sales Not Do Grant No short sales, hedging or pledging of our stock options with an exercise price lower than fair market value.by our executive officers and directors Backdate or retroactively grant options or restricted stock units.units Pay dividends on unearned and unvested performance shares.shares Reprice stock options. Provide tax gross-ups in the event of a change in control. control 2018 ▪ 147Business HighlightsThe Company delivered solid performance in fiscal year 2018 as shown by our growth in specialty distribution, successful integration of H. D. Smith and onboarding of the Rite Aid stores acquired by Walgreens. The Company continued to invest in and provide innovative services and solutions to our manufacturer and provider customers, enhancing efficiency and customer experience. The following fiscal year 2018 highlights include 35Executive Compensation and Related Matters|2019 AmerisourceBergen Proxynon-GAAP financial measures with respect to which Appendix A to this proxy statement presents reconciliations to the most comparable GAAP financial measures and information about the reasons such non-GAAP financial measures are disclosed:■Revenue of $167.9 billion, representing a 9.7% increase over prior year revenue.■Diluted earnings per share of $7.53, compared to $1.64 in the prior year.■Adjusted diluted earnings per share ("adjusted EPS") of $6.49, representing a 10.4% increase over prior year adjusted EPS.1,2■Gross profit of $4.6 billion, representing a 1.5% increase over prior year gross profit.■Adjusted gross profit of $4.7 billion, representing a 7.8% increase over prior year adjusted gross profit.1■Operating income of $1.4 billion, representing a 36.2% increase over prior year operating income.■Adjusted operating income of $2.0 billion, representing a 1.8% decrease over prior year adjusted operating income.1■Operating income margin of 0.86%, representing an increase of 17 basis points over prior year operating income margin.■Adjusted operating income margin of 1.18%, representing a decrease of 14 basis points over prior year adjusted operating income margin.1■Net cash provided by operating activities of $1.4 billion, and adjusted free cash flow of $1.7 billion.1■Returned a substantial amount of cash to our stockholders in fiscal year 2018 through $333.0 million in dividends and $639.2 million in stock repurchases.■Increased the quarterly dividend rate by 4% to $0.38 per share in November 2017, and by an additional 5% to $0.40 in November 2018.■Invested $336.4 million in the Company through capital expenditures.2018 Fiscal Year2021 Executive Compensation Objectives and Actionsmakes decisions aboutdetermines executive officer compensation, including the amount of base salary, short-term incentive awards and long-term incentive awards made to our named executive officers. TheIn making these decisions, the Compensation Committee takes into account our financial and business results, individual performance, market data, and competitive data.shareholder feedback. In light of these considerations, the Compensation Committee made the following executive compensation decisions in fiscal year 2018:■Continued to emphasize equity-based incentives under which executive officers earn target pay only when AmerisourceBergen's performance is strong and our stockholders have benefited.2021: Fiscal Year 2021 Executive Compensation Decisions Established fiscal year 2021 performance goals for our annual cash bonus plan, including a target adjusted EPS of $8.29 per share, a target adjusted operating income of $2.31 billion, and a target adjusted free cash flow of $1.50 billion. These performance goals were calculated consistently with the way in which our publicly disclosed non-GAAP financial measures were calculated.1 Approved fiscal year 2021 cash bonus payouts that were paid at 97% of target for CEO and 159% of target for other NEOs, which includes the application of negative discretion to account for the impact of the opioid litigation settlement accrual. Granted annual equity incentive awards to our named executive officers after considering our compensation philosophy and the Compensation Committee’s assessment of the executive officer’s expected future contributions. In fiscal year 2021, the grant value of each annual equity award was divided among performance shares (60%) and restricted stock units (40%). Approved performance metrics of compound annual adjusted EPS (“Compound Annual Adjusted EPS”) and adjusted average annual return on invested capital (“Average Annual Adjusted ROIC”) for the performance shares granted to our named executive officers in fiscal year 2021 (covering the three-year performance period ending September 30, 2023).2 Continued to emphasize performance-based equity incentives under which executive officers earn amounts only when AmerisourceBergen’s performance is strong and our shareholders have benefited, with addition of a relative TSR modifier requiring above median performance for target payout to the long-term plan beginning in fiscal year 2022. Reviewed and recommended for approval by shareholders at the 2022 Annual Meeting a new Omnibus Plan in order for the Company to continue its practice of awarding equity compensation across a broad group of employees. ■Established fiscal year 2018 performance goals for our annual cash bonus plan, including target adjusted EPS of $6.07 per share, adjusted operating income of $2.1 billion, adjusted operating income margin of 1.21% and adjusted free cash flow of $1.5 billion at the corporate level, consistent with our Board-approved business plan. These performance goals were calculated consistently with the way in which our publicly disclosed non-GAAP financial measures were calculated. (See Appendix A for more information about our non-GAAP financial measures, including a reconciliation to GAAP.)12018.2021.2As described below, in determining whether the adjusted EPS performance target had been met for purposes of determining the eligibility and amounts of awards of short-term incentive compensation, the Compensation Committee excluded the impact of stock repurchases above the amount planned when the performance thresholds and targets were established.362019 AmerisourceBergen Proxy |Executive Compensation and Related Matters■Set target incentive levels for fiscal year 2018 cash bonuses of 150% of base salary for the CEO and of 100% of base salary for the other named executive officers.■Approved fiscal year 2018 cash bonus payouts that were paid at 110.3% of target to Messrs. Collis, Guttman and Chou based on the corporate-level metrics and at 84.5% and 83.5% of target, respectively, to Messrs. Cleary and Mauch based on corporate-level and business-level metrics.■Granted annual equity incentive awards to our named executive officers after considering our compensation philosophy and the Compensation Committee's assessment of individual performance and expected future contributions. The grant value of each annual equity award was split among stock options (30%), restricted stock units (20%) and performance shares (50%).■Approved performance metrics of compound annual adjusted EPS ("Compound Annual Adjusted EPS") and adjusted average annual return on invested capital ("Average Annual Adjusted ROIC") for the performance shares granted to our named executive officers in fiscal year 2018 (covering the three-year performance period ending September 30, 2020). (See "PerformanceAwards—Awards — Payout of FY16-FY18FY19-FY21 Performance Shares"Shares” below for more information about Average Annual Adjusted ROIC.)20182021 compensation of our executive officers was aligned with AmerisourceBergen'sAmerisourceBergen’s fiscal year 20182021 adjusted results and met our compensation objectives. Our compensation policies have enabled us to attract and retain talented and experienced executive officers. We believe that these policies have benefited AmerisourceBergen over time and will position us for growth in future years.We consider market pay practicesstarting reference point when settingfor comparing the pay of our named executive compensation. The Compensation Committee assessesofficers to the market. We assess companies that best reflect the complexity of our industry and competition for customers, shareholders and talent to determine whether our level of executive pay is appropriate when compared to industry and market standards. The Compensation Committee's independent compensation consultant assists the Compensation Committee in developing a peer group of companies to serve as the basis for comparing the pay of our named executive officers to the market. We also conduct a detailed market review ofis composedconsists of companies with business models and operations comparable to our own, including our two largest direct competitors, and companies that we believe have a similar financial and operational profile. Metrics used to select our peer group include: revenue; market capitalization; number of employees; net income; operating income margin; and return on invested capital. We believe that the companies included in our peer group reflect the type and complexity of business risks managed by our named executive officers and are the companies that we compete with many of the companies in our peer group for executive talent.2018,2021, the Compensation Committee, in consultation with its independent compensation consultant, evaluated our peer group to ensure that our peer group companies were stillremained appropriate. Following its review, the Compensation Committee concluded that our current peers remained reasonable, except that Avnet, Inc. no longer qualified as a comparable peer as a result of a business divestiture in 2017. Our 2018 peer group asreasonable. As determined by the Compensation Committee, is as follows: Peer Group 2018 Peer GroupAbbott Laboratories
Henry Schein, Inc. Quest Diagnostics Incorporated
Abbott Laboratories
Cardinal Health, Inc. Humana Inc. Sysco Corporation Cigna Corporation IQVIA Holdings Inc. Target Corporation CVS Health Corporation The Kroger Co. United Parcel Service, Inc. Eli Lilly and Company Express Scripts Holding Company FedEx Corporation
HCA Healthcare, Inc. Henry Schein, Inc. IQVIA Holdings Inc. The Kroger Co.
Laboratory Corporation of America McKesson Corporation
Mylan N.V. Quest Diagnostics Incorporated Sysco Corporation Target Corporation United Parcel Service, Inc.
Walgreens Boots Alliance, Inc.
FedEx Corporation McKesson Corporation HCA Healthcare, Inc. Mylan N.V. 37Executive Compensation and Related Matters|2019 AmerisourceBergen ProxyIn2018, the2022 due to its merger with Upjohn, to form Viatris Inc.reviewedreviews peer group proxy statement data in evaluating our named executive officers'officers’ pay and published compensation survey data in evaluating our other executive officers'officers’ pay. When assessing pay levels, the Compensation Committee also reviews our executive officers'officers’ compensation in relation to each other. In fiscal year 2018, theThe Compensation Committee'sCommittee’s consultant concluded that our overall competitive posture for executive pay in fiscal 2021 remained aligned with our pay for performance compensation philosophy.Target Percentile Compensation OpportunityOur compensation program targets executive officer pay relative to our peer group as follows:Base SalaryTotal Cash Compensation(Base Salary + Cash Bonus)Total Direct Compensation(Base Salary + Cash Bonus + LTI)35th percentile of peer group50th percentile of peer group50th percentile of peer group We target total direct compensation opportunity in the 50th percentile relative to our peer group. We believe that targeting pay opportunities at the median of our peer group enables us to retain talented and experienced executive officers and is consistent with market-leading practices.
Pay Element
Award Type
Purpose
Fixed vs. Variable
Performance Measure Base Salary ■▪ data. Short-Term Incentive Cash Short-Term Incentive▪ Cash ■■ performance. performance Long-Term Incentives ■▪■stockholdershareholder interests■ price.price 149We target base salary in the 35th percentile for similar positions in our peer group. By positioning base salary below our peer median,place greater emphasis on incentive compensation for our executive officers. Further, because base salary is a fixed pay element it is the smallest component of executive pay.382019 AmerisourceBergen Proxy |Executive Compensation and Related MattersMessrs. Collis and Guttman did not receive an increasemade adjustments to their base salaries during fiscal year 2018 in order to remain alignedreflect executives’ individual performance and to better align them with the market. Messrs. Chou, Cleary and Mauch did not receiveFollowing four years without a base salary increase (fiscal years 2016-2019), the Compensation Committee approved base salary increases in fiscal year 2018 because they received increases in the third quarter2020 and 2021 for Mr. Collis of fiscal 2017 in connection with their increased responsibilities resulting from the restructuring of the Company's operating model6.9% and executive leadership, which was publicly announced in June 2017, and5.7%, respectively, in order to better align their payhis base salary with the market.FY2018median of the peer group. In fiscal year 2021, Messrs. Cleary, Chou and Mauch and Ms. Clark received increases of 7.1%, 2.2%, 14.3%, and 4.3%, respectively.OmnibusAnnual Incentive Plan.incentive)amount) if we exceed target on theamounts with respect to key performance metric established for them.metrics. Therefore, an individual'sindividual’s actual bonus consists of the(i) an amount determinedthat is based upon having met or exceeded the thresholds (which we refer to as the "earned"“earned” bonus) and (ii) if applicable, an amount that is based upon the extent to which actual performance exceeded target amount (which we refer to as a "stretch"“stretch” bonus) based upon having exceeded target on. In fiscal year 2021, the key performance metric establishedmetrics for them. The key performance metric for Messrs. Collis, Guttman and Chou wasall of the named executive officers were the Company’s adjusted EPS. The key performance metric for Messrs. Cleary and Mauch wasEPS, adjusted operating income, ofand adjusted free cash flow. Executive officers were only eligible to receive a “stretch” bonus to the businesses that each executive oversaw during the fiscal year. For example, if actual adjusted EPS exceeded target adjusted EPS by 1%, for the three named executive officers with adjusted EPS as the key metric, the stretch portion would be calculated by multiplying the earned bonus by 5%.In November 2017,approvedsets targets that it views to be rigorous but attainable and, in most cases, those targets reflect growth over prior year results and targets. In November 2020, the followingCompensation Committee approved corporate-level performance goals for our fiscal year 20182021 cash incentive plan:plan. The Compensation Committee chose adjusted EPS, adjusted operating income and adjusted free cash flow as corporate-level performance goals because they are the key metrics used by management to set business goals and evaluate our financial results. Our fiscal year 2021 adjusted free cash flow projections were lower versus the prior year results, primarily due to the favorable timing of customer and supplier payments realized in the fourth quarter of fiscal 2020. Target and actual achievement of our corporate-level performance goals were as follows: Corporate Performance Measure(1) Weighting Threshold Target Maximum Actual % Exceeded
Target Adjusted EPS 30% $7.46 $8.29 $9.95 $9.26 12% Adjusted Operating Income 40% $2.08 billion $2.31 billion $2.77 billion $2.65 billion 15% Adjusted Free Cash Flow 30% $1.35 billion $1.50 billion $1.80 billion $2.09 billion 39% Threshold Target Performance(1) $5.46 $6.07 $6.48(2) $1.9 billion $2.1 billion $2.0 billion 1.09% 1.21% 1.18% $1.3 billion $1.5 billion $1.7 billion (1)(2)As described below, in determining whether the adjusted EPS performance target had been met for purposes of determining the eligibility and amounts of awards of short-term incentive compensation, the Compensation Committee excluded the impact of stock repurchases above the amount planned when the performance thresholds and targets were established. adjusted operating income margin and adjusted free cash flow as corporate-level performance goals because they are the key metrics used by management to set business goals and evaluate our financial results. In addition, we communicate our expectations about future business performance to investors by usingproviding an adjusted EPS guidance range each fiscal year. We generally set adjusted EPS targets to reflect our long-term business goal of growing adjusted EPS,long-term growth, while allowing for reasonable flexibility to set our annual targets based on the impact of industry trends, other market factors and special items from year to year. In fiscal 2018, in determining whether the adjusted EPS performance target had been met for purposes of determining the eligibilityamount of awards of short-term incentive compensation, the Compensation Committee excluded the impact of stock repurchases above the 39Executive Compensation and Related Matters|2019 AmerisourceBergen Proxyamount planned when the performance thresholds and targets were established. As a result, we used adjusted EPS of $6.48 to determine awards under our cash incentive plan for fiscal year 2018, rather than the Company's adjusted EPS of $6.49. and adjusted operating income margin to encourage our executive officers to grow our Company'sCompany’s profitability. We use adjusted free cash flow as a corporate-level financial metric because the amount of free cash flow that we generate each year is essential for us to maintain appropriate working capital, complete acquisitions, and return capital to stockholdersshareholders through dividends. We define the non-GAAP financial measure of adjusted free cash flow as net cash provided by operating activities plusexcluding other significant unpredictable or non-recurring cash payments madeor receipts relating to unfavorable legal settlements, minus cash payments received related to favorable legal settlements, and minus capital expenditures.targetsfiscal year 2021 cash bonuses for the 2018 cash incentive plan financialnamed executive officers were designed to reflect enterprise-wide performance. In fiscal year 2021, our named executive officers exceeded target performance measures were basedthresholds for all corporate level performance goals. Because AmerisourceBergen exceeded the target amounts for all of the performance metrics, each of the named executive officers earned a stretch bonus, prior to any discretionary adjustments.our Board-approved business planpage 43 (“Fiscal Year 2021 Compensation Decisions — Summary of Key Factors”), the Compensation Committee applied discretion to the final bonus payouts for fiscal year 2018. AmerisourceBergen exceeded target on2021 to reflect the adjusted EPS and adjusted free cash flow performance metrics and exceeded threshold on the adjusted operating income and adjusted operating income margin performance metrics. As a result, the bonus payout for corporate-level metrics was approximately 110.3%impact to shareholders of the target incentive amount.20182021 cash bonuses for our named executive officers were as follows: Name Base Salary x AIP % = AIP Target x Payout
Level % = Calculated
Payout Adjusted
Fiscal Year
2021 AIP
Payout Adjusted
Payout as %
of Target Steven H. Collis $ 1,400,000 165% $ 2,310,000 177% $ 4,089,220 $ 2,249,017 97% James F. Cleary $ 750,000 100% $ 750,000 177% $ 1,327,669 $ 1,194,902 159% John G. Chou $ 690,000 100% $ 690,000 177% $ 1,221,455 $ 1,099,310 159% Gina K. Clark $ 600,000 100% $ 600,000 177% $ 1,062,135 $ 955,922 159% Robert P. Mauch $ 800,000 100% $ 800,000 177% $ 1,416,180 $ 1,274,562 159%
Target Incentive 2018 Base
Salary
($) Percent of
Base Salary
(%) Target
Amount
($) Maximum Bonus
Potential
($) Percentage
Payout versus
Target Incentive
(%) Actual Bonus
Payout
($) 1,240,000 ��� 150 1,860,000 3,720,000 110.3 2,050,733 710,000 100 710,000 1,420,000 110.3 782,807 660,000 100 660,000 1,320,000 110.3 727,679 575,000 100 575,000 1,150,000 84.5 485,640 675,000 100 675,000 1,350,000 83.5 563,392 The fiscal year 2018 cash bonuses for Messrs. Collis, Guttman and Chou were designed to reflect enterprise-wide performance. As a result, 100% of their respective bonus payments was dependent upon the achievement of corporate-level performance goals with adjusted EPS and adjusted operating income each weighted at 30% of the total target incentive and adjusted operating income margin and adjusted free cash flow each weighted at 20% of the total target incentive.For our internal planning, we divide our businesses into two groups: Pharmaceutical Distribution & Strategic Global Sourcing, which reported to Mr. Mauch during fiscal year 2018, and Global Commercialization Services & Animal Health, which reported to Mr. Cleary during fiscal year 2018. The fiscal year 2018 cash bonus for Mr. Mauch was based on the following metrics and weighting: 30% on the Company's adjusted EPS; 15% on the Company's adjusted operating income; 15% on the Company's adjusted operating income margin; 20% on the operating income of the Pharmaceutical Distribution & Strategic Global Sourcing businesses; and 20% on the free cash flow of the Pharmaceutical Distribution & Strategic Global Sourcing businesses (see Appendix A for additional information regarding non-GAAP financial measures). The fiscal year 2018 cash bonus for Mr. Cleary was based on the following metrics and weighting: 30% on the Company's adjusted EPS; 15% on the Company's adjusted operating income; 15% on the Company's adjusted operating income margin; 30% on the operating income of the Global Commercialization Services & Animal Health businesses; and 10% on the free cash flow of the Global Commercialization Services & Animal Health businesses (see Appendix A for additional information regarding non-GAAP financial measures). The Compensation Committee believes this mix appropriately linked pay to the respective operating responsibilities of Messrs. Cleary and Mauch while also aligning their goals with the broader organization. For the respective businesses that Messrs. Cleary and Mauch oversaw during the fiscal year, the Compensation Committee chose operating income because it is the primary indicator of profitability and emphasizes our drive toward efficiency in our operations, and it chose free cash flow to focus on capital efficient growth. The 2018 stretch bonuses for Messrs. Cleary and Mauch were based on the operating income of the applicable businesses.402019 AmerisourceBergen Proxy |Executive Compensation and Related MattersThe goals for Messrs. Mauch and Cleary were intended to be challenging and to provide an incentive for them to drive the businesses they oversaw during the fiscal year to help achieve our strategic objectives. The Company's objectives for the Pharmaceutical Distribution & Strategic Global Sourcing businesses included delivering innovative offerings to health systems customers, providing broad access to specialty products, and evolving relationships with physician practices. The Company's objectives for the Global Commercialization Services & Animal Health businesses included extending customer engagement by offering more integrated solutions, increasing profitability through improved application of technology, and continuing to expand into select geographies.In fiscal year 2018, the businesses in the Pharmaceutical Distribution & Strategic Global Sourcing and the Global Commercialization Services & Animal Health exceeded threshold, but not target, for operating income and exceeded target for free cash flow.20192022 Cash Bonus2018,2021, the Compensation Committee approved performance measures for our fiscal year 20192022 annual cash incentive plan. In 2019,2022, the fiscal year cash bonus will continue to be paid upon the attainment of financial performance metrics, subject to the Compensation Committee'sCommittee’s continued discretion to increase or reduceadjust any portion of a calculated award for reasons including, but not limited to, issues that may positively or negatively impact the Company. Foraward. In fiscal 2022, all named executive officers whose compensation isofficers’ cash bonus opportunities will continue to be based entirely on Company performance, the metrics will be the Company'sCompany’s adjusted EPS, adjusted operating income and adjusted free cash flow. The Compensation Committee removed adjusted operating income margin as a performance goal for fiscal year 2019 in an effort to focus more on operating income. For named executive officers whose compensation is based on the performance of both the Company and specific businesses, the metrics are the Company's adjusted EPS and adjusted operating income, and the operating income and free cash flow of the applicable businesses.Performance goals are intended to be challenging and to provide an incentive to achieve the goals set out in our fiscal year 2019 business plan and the strategic and other priorities established by our long-range plan. The fiscal year 2019 target incentive level for the CEO is 150% of base salary and for the other named executive officers is 100% of base salary, with the opportunity for each named executive officer to earn up to a maximum of 200% of target incentive if we exceed our financial performance goals.stockholdershareholder interests. TheFor fiscal year 2021, the allocation of the annual equity award for our executive officers is 30%60% in performance shares and 40% in restricted stock options, 20%units. Beginning in fiscal year 2021, restricted stock units vest ratably each year during the three-year vesting period. This change was applied to awards for all employees who receive restricted stock units and 50% in performance shares. This mix provides an incentivealigns the vesting of restricted stock units to achieve favorable long-term results at a reasonable costour NEOs to the Company. Long-termvesting provisions for our broad employee population. All long-term equity incentives are awarded under our Omnibus Incentive Plan.2018,2021, we awarded our named executive officers options to purchase 349,578125,366 target performance shares of our Common Stock, 42,563and 83,580 restricted stock units of our Common Stock and 106,410 target performance shares.Stock. These awards represented approximately 22%28% of the total equity incentives granted to management and other employees in fiscal year 2018.2021. We believe that it was appropriate to award approximately 22%28% of thetotal annual equity incentives to our named executive officers because they are in the best position to drive our future results and implement our long-term business strategy. Equity incentives represented approximately 71%74% of Mr. Collis'sCollis’s total direct compensation and approximately 62%57%, on average, of the total direct compensation of the other named executive officers in fiscal year 2018. 15120182021 long-term equity incentive awards, the Compensation Committee considered a number of factors:■contributions.contributions. The size of an equity award depends, in part, on the scope of an executive officer'sofficer’s job responsibilities and the impact he or she can be expected to have on our future operating results. 41Executive Compensation and Related Matters|2019 AmerisourceBergen Proxy■performance.performance. The Compensation Committee reviews our prior year financial performance and the executive officers'officers’ leadership and focus on fostering our strategic initiatives.■alignment.alignment. The Compensation Committee sets the target value of equity awards so that our executive officers will have a target long-term incentive near the median of our peer group. The target values are informed by the Compensation Committee'sCommittee’s review of the competitive positioning of each element of pay based on compensation data prepared by the external compensation consultant with reference to our peer group for our named executive officers and with reference to published market compensation survey data for the other executive officers.■compensation.compensation. The Compensation Committee believes that incentive compensation should constitute the majority of each executive officer'sofficer’s overall compensation package to provide incentives to meet our performance objectives and grow our stock price over time.■rate.rate. The Compensation Committee also takes into account the average annual shares awarded for total equity incentives granted to employees in order to provide stock options, restricted stock units and performance shares to eligible employees at a reasonable rate and cost to AmerisourceBergen and its stockholders.schedule and vested options will remain exercisable for the length of their original term (which is currently seven years).schedule. We believe these requirements support our goal of retaining executive officers and aligning individual performance with our long-term growth. The post-retirement provisions provide an additional incentive for executive officers, particularly those near retirement, to continue to focus on our long-term performance. Forfeiture and clawback provisions serve as a means to redress detrimental behaviorconduct by current and former employees.employees, and apply to both cash and equity compensation. For additional information about our long-term equity incentive awards see the narrative discussion titled "Stock Awards and Option Awards (Columns (d) and (e))" following the Summary Compensation Table below. cumulative performance at the end of the applicable three-year performance cycle.2016.2019. Accordingly, each named executive officer received performance shares for the FY16 - FY18FY19 — FY21 performance period.Payout of FY16 - FY18 Performance Shares2018,2021, the Compensation Committee approved the vesting and payment of the FY16 - FY18FY19 — FY21 performance shares at 57%200% of their target award level. The Compensation Committee'sCommittee’s determination was based on AmerisourceBergen'sAmerisourceBergen’s achievement of a Compound Annual Adjusted EPS growth rate of 9.38%12.58% and an Average Annual Adjusted ROIC of 16.53%19.57%, in each case, for the three-year performance period ended September 30, 2018.2021. (See the footnotes to the table below for how these non-GAAP performance measures are calculated.)422019 AmerisourceBergen Proxy |Executive Compensation and Related MattersFY16 - FY18FY19 — FY21 performance share awards were as follows: Threshold Target Maximum Actual
Performance Metric Weighting Baseline Goal Payout
Ratio Goal Payout
Ratio Goal Payout
Ratio Compound Annual Adjusted EPS Growth(1) 75% $ 6.49 2.5% 50% 6.5% 100% 10% 200% 200% Average Annual Adjusted ROIC(2) 25% — 13% 50% 16% 100% 19% 200% 200%
Threshold Target Maximum Actual
Performance Weighting Baseline Goal Payout
Ratio Goal Payout
Ratio Goal Payout
Ratio 75% $4.96 9% 50% 12% 100% 15% 150% 9.4% 25% — 16% 50% 19% 100% 22% 150% 16.5% (1)(2)Company'sCompany’s annual adjusted ROIC during the three-year performance period. Average Annual Adjusted ROIC is calculated by dividing after taxafter-tax adjusted operating income by invested capital.FY16 - FY18FY19 — FY21 performance share awards was calculated as follows: Metric MetricPercentage of
Target
Award
AllocatedPerformance MultiplierAwards EarnedCompound Annual Adjusted EPS75%XPerformance-Determined Payout Ratio=Awards Earned Based on Compound Annual Adjusted EPS Performance Target Share Amount Performance Multiplier Awards Earned Compound Annual
Adjusted EPS
Growth 75% X Target Amount of
Performance Shares
Granted X Performance-
Determined Payout
Ratio = Awards Earned
Based on
Compound Annual
Adjusted EPS
Performance Average Annual Adjusted ROIC
25%
X Target Amount of Performance Shares Granted 25%
X Performance-Determined Payout Ratio
= Awards Earned Based on Average Annual Adjusted ROIC Performance Total Performance Share Awards Earned FY16 -FY18153 Name Target Amount of
Performance
Shares Shares Earned Steven H. Collis 44,653 89,306 James F. Cleary 11,721 23,442 John G. Chou 11,721 23,442 Gina K. Clark 7,256 14,512 Robert P. Mauch 11,721 23,442 NameShares EarnedSteven H. Collis15,550 Tim G. Guttman4,642 John G. Chou4,642 James F. Cleary, Jr.2,554 Robert P. Mauch4,178 FY18 -FY20FY21 — FY23 Performance Share MetricsFY18 - FY20FY21 — FY23 performance shares in November 2017,2020, including the following performance metrics and weightings:MetricWeightingCompound Annual Adjusted EPS75% Average Annual Adjusted ROIC 25%Weighting Compound Annual Adjusted EPS Growth 75% Average Annual Adjusted ROIC 25% growth goals for the performance shares covering the three-year performance period (beginning on October 1, 20172020 and ending September 30, 2020)2023) are challenging and difficult to achieve, but attainable with significant skill and effort on the part of our executive leadership team. The Compound Annual Adjusted EPS and Average Annual Adjusted ROIC goals of the FY18 - FY20FY21 — FY23 performance share awards are confidential and consistent with 43Executive Compensation and Related Matters|2019 AmerisourceBergen ProxyFY18 - FY20FY21 — FY23 performance share awards, performance will be assessed as of September 30, 2020.ForfeitureElementsRecoupment ("Clawback") ProvisionsIn fiscal 2018, our executive officers received their annual cash bonus and equity awards under our Omnibus Incentive Plan, pursuant to which such awards are subject to forfeiture and clawback provisions. The forfeiture or clawback of shares or other amounts received would apply if the executive officer is terminated for cause, breaches restrictive covenants (during the employment period or two years thereafter), engages in any conduct that results in AmerisourceBergen having to restate its financial statements (during the employment period or three years thereafter), or engages in certain other misconduct. All of our other employees who are eligible for equity awards also receive those awards pursuant to the Omnibus Incentive Plan. Accordingly, forfeiture and clawback provisions apply to all employees who receive equity awards from us.Additionally, as previously disclosed in our Annual Report on Form 10-K, the Company entered into a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services in September 2018 that will be in effect for five years. Pursuant to the Corporate Integrity Agreement, incentive compensation awarded to executive officers and senior employees in certain businesses are subject to additional forfeiture and clawback provisions.Clawback Disclosure PolicyIn fiscal 2018, our Board adopted a clawback disclosure policy that applies to all incentive compensation made to any officer (as such term is defined under Section 16 of the Securities and Exchange Act of 1934) under the Company's Omnibus Incentive Plan and Annual Incentive Plan. Under the policy, if incentive compensation is ever forfeited or required to be repaid by an officer and the underlying event has been publicly disclosed, then we will disclose the aggregate amount forfeited or to be repaid. The disclosure will include a general description of the circumstances giving rise to the clawback and will be made in a document filed publicly with the SEC or posted to a clearly identifiable location on our investor website atinvestor.amerisourcebergen.com. The disclosure policy is subject to exceptions: (i) if such disclosure would violate an individual's privacy rights; (ii) if such disclosure would result in or exacerbate existing or threatened litigation; or (iii) if such disclosure is contrary to law or regulation. The policy is administered by the Board, which has exclusive authority to interpret and carry out the policy.Equity Award Grant PracticesWe have a written policy on equity grants designed to formalize our equity grant practices and ensure that equity awards will generally be made at specified times. Our equity award policy is designed to encourage consistency in practice, but is not intended to and does not limit the authority of theOther Compensation Committee under our equity incentive plans, including the Omnibus Incentive Plan. The Compensation Committee generally will review and approve annual equity awards to executive officers and other eligible employees in November of each year, which is near the beginning of our fiscal year. This allows the Compensation Committee to make annual equity awards at the beginning of the relevant performance cycle with the benefit of reviewing results from the immediately preceding performance cycle. We also may make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion or as a result of an acquisition. In accordance with our policy and our Omnibus Incentive Plan, the Compensation Committee has delegated limited authority to our CEO to approve grants to non-executive officers. Such awards may only be made on the first business day of a month. The Compensation Committee must approve any equity awards to our named executive officers.The exercise price of any stock option award is the closing price of our Common Stock on the date of grant. We do not backdate or retroactively grant options or restricted stock units. We generally schedule Board and Compensation Committee meetings at least one year in advance and, as noted above, generally make annual equity awards to our executive officers at approximately the same time each year. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.442019 AmerisourceBergen Proxy |Executive Compensation and Related Mattersin January 2018, we adoptedprovide executive officers with a physical examination benefit for our executive officers.benefit. Further, our CEO receives certain security and driver services through the Company. Additionally, from time to time, we payhave paid for relocation costs when it is desirable for an executive to relocate. No relocation costs were paid to the named executive officers in fiscal year 2021. In the aggregate, these other benefits constitute only a small percentage of each named executive officer'sofficer’s total compensation. or all of their cash compensation under our deferred compensation plan. The plan is intended to promote retention of executive officers by providing a long-term, tax efficienttax-efficient savings opportunity at a low cost to us. Amounts deferred under the plan are deemed invested in the plan investment options chosen by the executive officer. The executive officer'sofficer’s account is adjusted for any notional gains and losses on the amounts deferred under the plan.2018,2021, the benefit restoration plan provided an annual contribution amount equal to 3%4% of a participant'sparticipant’s salary and bonus to the extent that his or her compensation exceeded IRS limits applicable to our 401(k) plan. Benefits under the plan are subject to certain vesting requirements based on age and length of service (other than in the event of death, disability or a change in control).officer'sofficer’s authority, duties and responsibilities) under his or her employment agreement. The terms of the severance benefits for our named executed officers are set out in employment agreements and various plans, which are described in the section of this proxy statement titled "Executive“Executive Compensation and Related Matters—Matters — Potential Payments Upon Termination of Employment Agreements."or Change in Control.officer'sofficer’s employment is involuntarily terminated within two years after a change in control. In the event of a change in control, a shortened performance period, which extends only through the end of the fiscal quarter preceding the change in control, will be used to determine the payout under awards of performance shares. We provide these benefits to offer some financial protection to employees following an involuntary loss of employment in connection with a change in control and to enable our executive officers to focus on important business decisions should we be 45Executive Compensation and Related Matters|2019 AmerisourceBergen Proxyunit awards in exchange for the payment of cash, property or a combination of cash and property equal to the award'saward’s value; or substituting other property (including securities of another entity) for awards granted under our equity plans.In August 2018, the Company's independent compensation consultant recommended certain changes tothat were supported by benchmarking among our peer companies. As previously disclosed, such changes became effective in January 2019. One change was to provide that if amounts otherwise payable to thean executive officer in connection with a change in control would constitute excess parachute payments within the meaning of Section 280G of the Internal Revenue Code, the Company will reduce such payments to an amount that would avoid any excise taxes under Section 4999 of the Internal Revenue Code, but only if such reduction would provide the executive officer with a greater net after-tax benefit than would no reduction. Prior to this amendment, the Company was required to reduce any payments as a result of termination, if necessary, to ensure that they do not constitute excess parachute payments under Section 280G. the consultant recommended an amendment to provide forexecutive officer may receive additional severance if the executive officer'shis or her employment is involuntarily terminated without cause or such executive officer leaves the Company for Good Reason upon or within two years following a change in control. See the section of this proxy statement titled "Executive“Executive Compensation and Related Matters—Matters — Potential Payments Upon Termination of Employment or Change in Control"Control” below. 155management'smanagement’s interests with those of our stockholdersshareholders and provides a continuing incentive for management to focus on long-term growth. Under our executive stock ownership guidelines, Mr. Collisour CEO must own shares worth six times his base salary and the other executive officers must own shares worth three times their base salaries. Executive officers who become subject to the guidelines have five years from the date of hire or change in status, whichever is later, to comply with the ownership requirements, but must retain all options and equity grants until required ownership levels are met. Following its annual review, the Compensation Committee determined that each of the named executive officers is in compliance with the guidelines.No director, officeremployee may buyspeculative transactions in our securities, including hedging or sellmonetization transactions. Many forms of speculative transactions are inconsistent with the goal to improve our long-term performance. Accordingly, AmerisourceBergen has a policy that prohibits directors, officers and employees from engaging in the following transactions involving AmerisourceBergen securities: short sales, hedging or monetization transactions, and transactions in publicly-traded options on our Common Stock or engage in short sales of our Common Stock.securities, such as puts, calls and other derivatives.prohibit directorsconsider the after-tax cost to the Company in establishing executive compensation programs, both individually and executive officers from pledgingin the aggregate, but tax deductibility is not our stock and hedging the economic risk of ownership of our Common Stock. We have a written policy for our employees on these matters.Tax and Accounting ConsiderationsFor years prior to 2018,sole consideration. Section 162(m) of the Internal Revenue Code generally disalloweddisallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer and the next three most highly compensated executive officers (other than the principal financial officer), and the Internal Revenue Code generally excluded from the calculation(as well as certain other officers who were covered employees in years after 2016). As a result, most of the $1 million cap any "qualified performance-based compensation."462019 AmerisourceBergen Proxy |Executive Compensation and Related MattersOur Omnibus Incentive Plan was structured so that compensation deemed paid to an executive officer in connection with the exercise of stock options should qualify as performance-based compensation that is not subject to the $1 million limitation. In addition, performance share awards and cash incentive awards with performance-vesting goals tied to one or more of the performance criteria approved by the stockholders were designed to also qualify as performance-based compensation for Section 162(m) purposes. However, restricted stock units subject only to service-vesting requirements would not qualify as such performance-based compensation.The exemption for qualified performance-based compensation has been repealed and, effective for taxable years beginning after December 31, 2017, the class of affected executives has been expanded such that compensation paidpayable to our coverednamed executive officers in excess of $1 million per person in a year will not be deductible unless it qualified for transition relief applicable to certain arrangements in place as of November 2, 2017. Because of the uncertainties as to the scopefully deductible. 15720192022 Annual Meeting of StockholdersShareholders and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.2021. This report is provided by the following independent directors, who comprise the Compensation and Succession Planning Committee:
Richard W. Gochnauer
Dennis M. Nally
The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the report by reference therein.Michael J. Long, ChairmanDouglas R. ConantRichard W. GochnauerKathleen W. HyleCOMPENSATION COMMITTEE MATTERSbenefits committee,Benefits Committee, composed of senior finance, human resources and legal executives. The internal benefits committeeBenefits Committee oversees the selection of investment options under our savings plans and the performance of the investment advisers and plan administrators.Meetings. The Compensation Committee met four times in fiscal year 2018.2021. The Compensation Committee Chair, in consultation with the other Compensation Committee members and management, prepares agendas that address an annual calendar of topics and other matters. The Compensation Committee meets without management present, whenever necessary, to discuss matters it deems appropriate. 47Executive Compensation and Related Matters|2019 AmerisourceBergen Proxy("(“Pearl Meyer"Meyer”) serves as the Compensation Committee'sCommittee’s compensation consultant. The Compensation Committee has determined that Pearl Meyer and the individual Pearl Meyer consultants are independent and have not had any economic interests or other relationships with AmerisourceBergen or the Compensation Committee members that would conflict with their obligation to provide the Compensation Committee with impartial and objective advice. Pearl Meyer did not provide any services to our management in fiscal year 2018.Committee'sCommittee’s compensation consultant advises the Compensation Committee on all aspects of executive compensation, including comparative data, competitive positioning of executive pay, plan design, long-term incentive pay practices and market trends. As directed by the Compensation Committee, the consultant prepares analysis and recommendations relating to the compensation of our executive officers, including pay recommendations for our Chief Executive Officer. Representatives of Pearl Meyer attended Compensation Committee meetings and met privately from time to time with the Compensation Committee and individual Compensation Committee members to plan for Compensation Committee meetings and discuss executive compensation matters.Committee'sCommittee’s compensation consultant, may also make recommendations on matters of compensation philosophy and plan design. Executives may attend the Compensation Committee meetings, but they are not present when the Compensation Committee meets in executive session and they do not make recommendations regarding their own pay. 481 59and Related MattersSUMMARY COMPENSATION TABLE20182021 by (i) our Chairman, President and Chief Executive Officer, (ii) our Executive Vice President and Chief Financial Officer, and (iii) the three other most highly compensated executive officers, whowhom we collectively refer to in this proxy statement as our named executive officers. Name and Principal Position Year Salary
($)
(1) Stock
Awards
($)
(2) Option
Awards
($)
(2) Non-Equity
Incentive
Plan
Compensation
($)
(3) All
Other
Compensation
($)
(4) Total
($)
Chairman, President and
Chief Executive Officer 2021 1,400,000 10,500,201 — 2,249,071 724,543 14,873,815 2020 1,325,000 6,825,043 2,925,004 2,528,034 692,059 14,295,140 2019 1,240,000 5,600,004 2,400,404 1,866,596 202,926 11,309,930
Executive Vice President and Chief Financial Officer 2021 750,000 3,000,120 — 1,194,902 224,086 5,169,108 2020 700,000 1,750,038 750,008 890,377 192,520 4,282,943 2019 638,750 1,470,008 630,112 652,305 62,306 3,453,481
Executive Vice President and Special Advisor to the
Chairman & CEO (formerly the Chief Legal Officer) 2021 690,000 2,400,074 — 1,099,310 224,775 4,414,159 2020 675,000 1,610,141 690,013 858,578 215,107 4,048,839 2019 660,000 1,470,008 630,112 662,340 86,155 3,508,615
Executive Vice President and Chief Communications & Administration Officer 2021 600,000 1,500,060 — 955,922 161,427 3,217,409 2020 575,000 1,050,040 450,015 731,381 149,182 2,955,618 2019 500,000 909,954 390,061 501,773 64,402 2,366,190
Executive Vice President and Group President 2021 800,000 3,300,088 — 1,274,562 233,447 5,608,097 2020 700,000 1,750,038 750,008 890,377 219,214 4,309,637 2019 675,000 1,470,008 630,112 677,394 85,087 3,537,601
(a) Year
(b) Salary
($)
(c) Stock
Awards
($)
(d) Option
Awards
($)
(e) Non-Equity
Incentive
Plan
Compensation
($)
(f) All
Other
Compensation
($)
(g) Total
($)
(h) 2018 1,240,000 5,599,992 2,400,007 2,050,733 223,383 11,514,115 2017 1,240,000 4,199,984 2,799,999 1,339,883 327,408 9,907,274 2016 1,234,231 4,019,981 2,680,003 1,330,783 713,178 9,978,176 2018 710,000 1,750,007 749,999 782,807 92,886 4,085,699 2017 710,000 1,500,027 1,000,004 511,461 121,494 3,842,986 2016 706,539 1,200,002 800,004 507,987 153,946 3,368,478 2018 660,000 1,469,969 630,007 727,679 82,949 3,570,604 2017 633,000 1,200,006 800,006 456,898 94,447 3,184,357 2016 621,231 1,200,002 800,004 446,456 123,132 3,190,825 �� 2018 575,000 1,259,940 540,006 485,640 246,637 3,107,223 2018 675,000 1,469,969 630,007 563,392 67,269 3,405,637 2017 618,750 1,200,006 800,006 217,479 109,633 2,945,874 2016 593,077 1,079,952 720,009 307,118 74,573 2,774,729 (1)Mr. Guttman retired from the position of Executive Vice President and Chief Financial Officer on November 9, 2018.(2)Mr. Cleary assumed the position of Executive Vice President and Chief Financial Officer upon Mr. Guttman's retirement on November 9, 2018. (Column (c)) Amounts shown for Mr. Collis include $315,507 and $179,725 deferred into our deferred compensation plan for fiscal years 2016 and 2017, respectively. Amounts shown for Mr. Chou include $111,614 and $228,449 deferred into our deferred compensation plan for fiscal year 2017 and 2018. Amounts shown for Mr. Mauch include $13,154, $26,344, and $21,748 deferred into our deferred compensation plan for fiscal year 2016, 2017, and 2018, respectively.Awards (Columns (d) and (e))Awards.in Columns (d)as stock awards and (e)option awards represent the grant date fair values of equity awards shown in accordance with Accounting Standards Codification (“ASC”) Topic 718, disregarding the estimate of forfeitures related to service-based vesting conditions. Such values do not reflect whether the recipient has actually realized a financial benefit from the award. There were no forfeitures by named executive officers in fiscal years 2016, 2017,2019, 2020 or 2018.2021. See Note 1011 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 20182021 relating to assumptions made in the valuations.Column (d) in the table above as stock awards, we report the fair values at grant date based upon the probable outcome of such conditions consistent with our estimate of aggregate compensation cost to be recognized over the service period determined under Accounting Standards CodificationASC Topic 718, excluding the effect of estimated forfeitures. For this purpose, the probable outcome is assumed to be at target level attainment and the grant date fair values of the FY18—FY20FY21 — FY23 performance shares at target level attainment were as follows: Mr. Collis—$4,000,005,Collis — $6,300,099, Mr. Guttman—$1,250,016,Cleary — $1,800,028, Mr. Chou—$1,049,999, Mr. Cleary—$899,968,Chou — $1,440,067, Ms. Clark — $900,014, and Mr. Mauch—$1,049,989.Mauch — $1,980,009. The following 49Executive Compensation and Related Matters|2019 AmerisourceBergen ProxyCollis—$8,000,011,Collis — $12,600,197, Mr. Guttman—$2,500,032,Cleary — $3,600,056, Mr. Chou—$2,099,978, Mr. Cleary—$1,800,014,Chou — $2,880,133, Ms. Clark — $1,800,028, and Mr. Mauch—$2,099,978.StockNo stock options were granted in fiscal year 2021.Stock options have an exercise price equal to the closing price of our Common Stock on the date of grant. Stock options vest at the rate of 25% per year beginning on the first anniversary of the grant date and may be exercised over a term of seven years from the date of grant. Unvested options normally cease to vest upon any termination of employment other than involuntary termination of employment within two years after a change in control or upon retirement to the extent and according to the schedule set forth in the applicable award agreement. If we terminate a named executive officer for cause, all outstanding options (vested and unvested) are immediately canceled. (See the section of this proxy statement titled "Executive Compensation and Related Matters—“Potential Payments Upon Termination of Employment or Change in Control"Control” for a description of the impact of termination of employment on vesting and exercisability of restricted stock units and stock options.)date.date and restricted stock unit awards granted in fiscal year 2021 and fiscal year 2022 vest ratably over a three year period. Unvested restricted stock units are forfeited if the executive leaves the Company prior to vesting, except by reason of death or disability or upon an involuntary termination of employment within two years after a change in control. In accordance with the dividend rate applicable to the declaration of dividends on our Common Stock from time to time, dividends on unvested restricted stock units are accrued and paid upon vesting. Theexecutive'sexecutive’s death, disability or involuntary termination without cause prior to vesting, provided such event occurs after at least eighteen months from the beginning of the performance period. In addition, in the event of the executive'sexecutive’s death or disability, the performance period will be measured only through the end of the most recently completed quarter prior to such event. Upon a change in control of AmerisourceBergen, an executive will be entitled to receive a payout, if any, based upon a shortened performance period (extending from the beginning of the performance period through the end of the fiscal quarter preceding the change in control), but the vesting and the payout of the award, if any, would be made at the end of the original performance period so long as the executive is continuously employed by us. However, in the case of the executive'sexecutive’s involuntary termination with or without cause within two years of a change in control, the performance award will vest on the date of the executive'sexecutive’s termination. If an executive voluntarily retires, the executive will be entitled to receive a payout of his or her award at the end of the three-year performance period, if any, depending on assessment of our performance at the end of the three-year performance period. In accordance with the dividend rate applicable to the declaration of dividends on our Common Stock from time to time, dividends on unvested performance shares are accrued and paid upon vesting. If the required performance is attained, the executive will receive a cash payment equal in value to the total dividends that would have been paid on the award. The dividend rate is not preferential. There are no dividends paid on outstanding performance shares during the performance period. (Column (f))The amounts reported in Column (f) represent the annual cash bonuses awarded to the named executive officers pursuant to our Omnibus Incentive Plan for the fiscal year shown. (See the cash bonus discussion in the section of this proxy statement titled "Executive Compensation and Related Matters—Compensation“Compensation Discussion and Analysis—FY2018Analysis — FY2021 Short-Term Cash Incentive."”)502019 AmerisourceBergen Proxy |Executive Compensation and Related MattersCompensation (Column (g))Compensation.shownof all other compensation for fiscal year 2018 in Column (g) of the Summary Compensation Table:
Name Year Employee
Investment
Plan
($)(1) Benefit
Restoration Plan
($)(2) Financial
Planning
and Tax
Preparation
($) Dividends
Paid Upon
Vesting of
Equity Awards
($)(3) Executive
Physical
Examination
Benefit
($) Security
and Driving
Services
($) Total
($) Steven H. Collis 2021 14,450 145,721 16,210 546,961 — 1,201 724,543 James F. Cleary 2021 13,789 54,215 16,210 139,872 — — 224,086 John G. Chou 2021 14,450 50,543 16,210 143,572 — — 224,775 Gina K. Clark 2021 14,450 41,885 16,210 88,882 — — 161,427 Robert P. Mauch 2021 14,450 56,215 16,210 143,572 3,000 — 233,447 Year Employee
Investment
Plan
($)(1) Benefit
Restoration
Plan
($)(2) Financial
Planning
and Tax
Preparation
($) Dividends
Paid Upon
Vesting of
Equity
Awards
($)(3) Executive
Physical
Examination
Benefit
($) Security
and Driving
Services
($) Relocation
Fees
($)(4) Total
($) 2018 8,250 69,296 15,000 127,605 3,000 232 — 223,383 2018 8,250 28,544 15,000 38,092 3,000 — — 92,886 2018 8,250 24,888 15,000 31,812 3,000 — — 82,949 2018 8,250 23,186 15,000 18,935 3,000 — 178,266 246,637 2018 8,250 17,593 15,000 23,426 3,000 — — 67,269 (1)executives'executives’ accounts during fiscal year 2018.2021.(2)executives'executives’ accounts during fiscal year 2018.2021.(3)2018.2021.(4)In2018,2022. Mr. Cleary received compensationChou will not receive any severance payments in the form of relocation fees of $162,413connection with his retirement. 161tax gross-up payments related to relocation fees of $15,853. 51Executive Compensation and Related Matters|2019 2022 AmerisourceBergen Proxy2018.2021. Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards Estimated Future
Payouts Under
Equity Incentive
Plan Awards Name Type Grant Date Threshold
($)(1) Target
($)(1) Maximum
($)(1) Threshold
(#)(2) Target
(#)(2) Maximum
(#)(2) All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise
or Base
Price of
Option
Awards
($/ Sh) Grant
Date Fair
Value of
Stock and
Option
Awards
($)(3) Steven H. Collis Restricted Stock Units 11/10/2020 — — — — — — 38,155 — — $4,200,102 Performance Shares 11/10/2020 — — — 28,616 57,232 114,464 — — — $6,300,099 Cash Bonus n/a $577,500 $2,310,000 $4,620,000 — — — — — — — James F. Cleary Restricted Stock Units 11/10/2020 — — — — — — 10,902 — — $1,200,092 Performance Shares 11/10/2020 — — — 8,176 16,352 32,704 — — — $1,800,028 Cash Bonus n/a $187,500 $750,000 $1,500,000 — — — — — — — John G. Chou Restricted Stock Units 11/10/2020 — — — — — — 8,721 — — $960,008 Performance Shares 11/10/2020 — — — 6,541 13,082 26,164 — — — $1,440,067 Cash Bonus n/a $172,500 $690,000 $1,380,000 — — — — — — — Gina K. Clark Restricted Stock Units 11/10/2020 — — — — — — 5,451 — — $600,046 Performance Shares 11/10/2020 — — — 4,088 8,176 16,352 — — — $900,014 Cash Bonus n/a $150,000 $600,000 $1,200,000 — — — — — — — Robert P. Mauch Restricted Stock Units 11/10/2020 — — — — — — 11,992 — — $1,320,079 Performance Shares 11/10/2020 — — — 8,994 17,987 35,974 — — — $1,980,009 Cash Bonus n/a $200,000 $800,000 $1,600,000 — — — — — — —
Estimated Possible Payouts
Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts
Under
Equity Incentive Plan Awards Type Grant Date Threshold
($) (1) Target
($) (1) Maximum
($) (1) Threshold
(#) (2) Target
(#) (2) Maximum
(#) (2) All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise
or Base
Price of
Option
Awards
($/ Sh) Grant
Date Fair
Value of
Stock and
Option
Awards
($) (3) Restricted Stock Units 11/15/2017 — — — — — — 20,637 — — $ 1,599,987 Performance Shares 11/15/2017 — — — 25,796 51,593 103,186 — — — $ 4,000,005 Stock Options 11/15/2017 — — — — — — — 169,492 $ 77.53 $ 2,400,007 Cash Bonus n/a $ 465,000 $ 1,860,000 $ 3,720,000 — — — — — — — Restricted Stock Units 11/15/2017 — — — — — — 6,449 — — $ 499,991 Performance Shares 11/15/2017 — — — 8,061 16,123 32,246 — — — $ 1,250,016 Stock Options 11/15/2017 — — — — — — — 52,966 $ 77.53 $ 749,999 Cash Bonus n/a $ 177,500 $ 710,000 $ 1,420,000 — — — — — — — Restricted Stock Units 11/15/2017 — — — — — — 5,417 — — $ 419,980 Performance Shares 11/15/2017 — — — 6,772 13,543 27,086 — — — $ 1,049,989 Stock Options 11/15/2017 — — — — — — — 44,492 $ 77.53 $ 630,007 Cash Bonus n/a $ 165,000 $ 660,000 $ 1,320,000 — — — — — — — Restricted Stock Units 11/15/2017 — — — — — — 4,643 — — $ 359,972 Performance Shares 11/15/2017 — — — 5,804 11,608 23,217 — — — $ 899,968 Stock Options 11/15/2017 — — — — — — — 38,136 $ 77.53 $ 540,006 Cash Bonus n/a $ 143,750 $ 575,000 $ 1,150,000 — — — — — — — Restricted Stock Units 11/15/2017 — — — — — — 5,417 — — $ 419,980 Performance Shares 11/15/2017 — — — 6,772 13,543 27,086 — — — $ 1,049,989 Stock Options 11/15/2017 — — — — — — — 44,492 $ 77.53 $ 630,007 Cash Bonus n/a $ 168,750 $ 675,000 $ 1,350,000 — — — — — — — (1)20182021 cash bonuses under the Omnibus Incentive Plan. The amounts shown in the "Threshold"“Threshold” column represent the minimum amount payable under the Omnibus Incentive Plan based on the assumption that corporate and business unit performance met the thresholds established for the financial performance goals. We generally do not pay a bonus for performance that is below the threshold established for financial performance goals and we pay a bonus of 25% of the target amount for performance that is at the threshold established for financial performance goals. For performance that exceeds threshold but does not meet target, bonus payments are based on the level of performance and are increased ratably until target is reached. Actual payouts for fiscal year 20182021 are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.(2)20172020 and ending September 30, 2020.2023.(3)shares and nonqualified stock options.shares. For awards made to our named executive officers on November 15, 2017,10, 2020, the dollar value shown for restricted stock units is based on the closing price of our Common Stock of $77.53$110.08 per share on November 15, 2017.10, 2020. For awards that are subject to performance conditions, such as the performance shares, in the table above, we report the value at grant date based upon the probable outcome of such conditions consistent with our estimate of aggregate compensation cost to be recognized over the service period determined under Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. For this purpose, the probable outcome of the performance shares is assumed to be at target level attainment. The dollar amount shown for nonqualified stock options was determined on the basis of a binomial method of valuation.5262 20192022 AmerisourceBergen Proxy | |Executive Compensation and Related MattersOUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR ENDThe following table provides information on stock options and stock awards (including unvested/unearned restricted stock units and performance shares) held by our named executive officers as of September 30, 2018. Option Awards Stock Awards Name Grant Date Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1) Option
Exercise
Price
($) Option
Expiration
Date Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2) Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(3) Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(4) Equity Incentive
Plan Awards:
Market Value or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($)(3) Steven H. Collis 11/11/2015 63,919 — $ 98.24 11/11/2022 — $ — — $ — 11/09/2016 195,161 — $ 75.61 11/09/2023 — $ — — $ — 11/15/2017 127,119 42,373 $ 77.53 11/15/2024 — $ — — $ — 11/14/2018 64,527 64,527 $ 89.58 11/14/2025 17,861 $ 2,133,496 — $ — 11/13/2019 44,024 132,075 $ 86.09 11/13/2026 22,651 $ 2,705,662 113,254 $ 13,528,190 11/10/2020 — — 38,155 $ 4,557,615 114,464 $ 13,672,725 494,750 238,975 78,667 $ 9,396,773 227,718 $ 27,200,915 James F. Cleary 11/09/2016 38,376 — $ 75.61 11/09/2023 — $ — — $ — 11/15/2017 28,602 9,534 $ 77.53 11/15/2024 — $ — — $ — 11/14/2018 16,938 16,939 $ 89.58 11/14/2025 4,689 $ 560,101 — $ — 11/13/2019 11,288 33,866 $ 86.09 11/13/2026 5,808 $ 693,766 29,040 $ 3,468,828 11/10/2020 — — 10,902 $ 1,302,244 32,704 $ 3,906,493 95,204 60,339 21,399 $ 2,556,111 61,744 $ 7,375,321 John G. Chou 11/11/2015 45,793 — $ 98.24 11/11/2022 — $ — — $ — 11/09/2016 59,041 — $ 75.61 11/09/2023 — $ — — $ — 11/15/2017 33,369 11,123 $ 77.53 11/15/2024 — $ — — $ — 11/14/2018 16,938 16,939 $ 89.58 11/14/2025 4,689 $ 560,101 — $ — 11/13/2019 10,385 31,157 $ 86.09 11/13/2026 5,344 $ 638,341 26,718 $ 3,191,465 11/10/2020 — — 8,721 $ 1,041,723 26,164 $ 3,125,290 165,526 59,219 18,754 $ 2,240,165 52,882 $ 6,316,755 Gina K. Clark 11/11/2015 16,027 — $ 98.24 11/11/2022 — $ — — $ — 11/09/2016 29,520 — $ 75.61 11/09/2023 — $ — — $ — 11/15/2017 20,656 6,886 $ 77.53 11/15/2024 — $ — — $ — 11/14/2018 10,485 10,486 $ 89.58 11/14/2025 2,902 $ 346,644 — $ — 11/13/2019 6,773 20,320 $ 86.09 11/13/2026 3,485 $ 416,283 17,424 $ 2,081,297 11/10/2020 — — 5,451 $ 651,122 16,352 $ 1,953,246 83,461 37,692 11,838 $ 1,414,049 33,776 $ 4,034,543 Robert P. Mauch 11/11/2015 41,214 — $ 98.24 11/11/2022 — $ — — $ — 11/15/2017 33,369 11,123 $ 77.53 11/15/2024 — $ — — $ — 11/14/2018 16,938 16,939 $ 89.58 11/14/2025 4,689 $ 560,101 — $ — 11/13/2019 11,288 33,866 $ 86.09 11/13/2026 5,808 $ 693,766 29,040 $ 3,468,828 11/10/2020 — — 11,992 $ 1,432,444 35,974 $ 4,297,094 102,809 61,928 22,489 $ 2,686,311 65,014 $ 7,765,922
Option Awards
Stock Awards Grant Date Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) (1) Option
Exercise
Price
($) Option
Expiration
Date Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#) (2) Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($) (3) Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#) (4) Equity Incentive
Plan Awards:
Market Value or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($) (3) 02/29/2012 27,267 — $ 37.37 03/01/2019 — $ — — $ — 11/14/2012 100,827 — $ 40.21 11/14/2019 — $ — — $ — 08/07/2013 107,826 — $ 58.74 08/07/2020 — $ — — $ — 11/13/2013 238,859 — $ 68.49 11/13/2020 — $ — — $ — 11/12/2014 141,052 47,018 $ 88.71 11/12/2021 — $ — — $ — 11/12/2015 76,703 76,703 $ 98.24 11/11/2022 13,640 $ 1,257,881 — $ — 11/09/2016 51,660 154,982 $ 75.61 11/09/2023 18,516 $ 1,707,546 55,548 $ 5,122,637 11/15/2017 — 169,492 $ 77.53 11/15/2024 20,637 $ 1,903,144 103,186 $ 9,515,813 744,194 448,195 52,793 $ 4,868,571 158,734 $ 14,638,450 11/13/2013 60,606 — $ 68.49 11/13/2020 — $ — — $ — 11/12/2014 42,105 14,035 $ 88.71 11/12/2021 — $ — — $ — 11/12/2015 22,896 22,897 $ 98.24 11/11/2022 4,072 $ 375,520 — $ — 11/09/2016 18,450 55,351 $ 75.61 11/09/2023 6,613 $ 609,851 19,839 $ 1,829,553 11/15/2017 — 52,966 $ 77.53 11/15/2024 6,449 $ 594,727 32,246 $ 2,973,726 144,057 145,249 17,134 $ 1,580,098 52,085 $ 4,803,279 02/29/2012 34,870 — $ 37.37 03/01/2019 — $ — — $ — 11/14/2012 55,988 — $ 40.21 11/14/2019 — $ — — $ — 11/13/2013 39,216 — $ 68.49 11/13/2020 — $ — — $ — 11/12/2014 27,368 9,123 $ 88.71 11/12/2021 — $ — — $ — 11/12/2015 22,896 22,897 $ 98.24 11/11/2022 4,072 $ 375,520 — $ — 11/09/2016 14,760 44,281 $ 75.61 11/09/2023 5,290 $ 487,844 15,871 $ 1,463,624 11/15/2017 — 44,492 $ 77.53 11/15/2024 5,417 $ 499,556 27,086 $ 2,497,871 195,098 120,793 14,779 $ 1,362,920 42,957 $ 3,961,495 09/01/2015 10,559 7,040 $ 99.27 09/01/2022 — $ — — $ — 11/11/2015 3,291 3,292 $ 98.24 11/11/2022 458 $ 42,237 — $ — 11/9/2016 9,594 28,782 $ 75.61 11/09/2023 3,439 $ 317,145 10,316 $ 951,342 11/15/2017 — 38,136 $ 77.53 11/15/2024 4,643 $ 428,177 23,217 $ 2,141,072 23,444 77,250 8,540 $ 787,559 33,533 $ 3,092,414 02/29/2012 2,260 — $ 37.37 03/01/2019 — $ — — $ — 11/14/2012 24,767 — $ 40.21 11/14/2019 — $ — — $ — 11/13/2013 31,573 — $ 68.49 11/13/2020 — $ — — $ — 11/12/2014 12,420 4,141 $ 88.71 11/12/2021 — $ — — $ — 11/11/2015 20,607 20,607 $ 98.24 11/11/2022 3,664 $ 337,894 — $ — 11/09/2016 14,760 44,281 $ 75.61 11/09/2023 5,290 $ 487,844 15,871 $ 1,463,624 11/15/2017 — 44,492 $ 77.53 11/15/2017 5,417 $ 499,556 27,086 $ 2,497,871 106,387 113,521 14,371 $ 1,325,294 42,957 $ 3,961,495 (1)(2)(3)$92.22$119.45 per share on Friday,Thursday, September 28, 2018,30, 2021, the last trading day of our last completed fiscal year.(4) 53632019 2022 AmerisourceBergen ProxyOPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 201820182021 by each of the named executive officers. Option Awards Stock Awards Name Number of
Shares Acquired
on Exercise
(#) Value Realized
on Exercise
($)(1) Number of
Shares Acquired
on Vesting
(#) Value Realized
on Vesting
($)(2) Steven H. Collis 289,038 $ 7,111,732 109,943 $ 12,898,874 James F. Cleary 24,182 $ 501,302 28,085 $ 3,302,148 John G. Chou 47,695 $ 1,404,416 28,859 $ 3,385,833 Gina K. Clark — $ — 17,866 $ 2,096,093 Robert P. Mauch 75,602 $ 1,594,145 28,859 $ 3,385,833
Option Awards
Stock Awards Number of
Shares Acquired
on Exercise
(#)
Value Realized
on Exercise
($) (1) Number of
Shares Acquired
on Vesting
(#)
Value Realized
on Vesting
($) (2) 256,200 $ 12,595,512 30,655 $ 2,566,896 115,767 $ 5,512,277 9,151 $ 766,260 77,698 $ 3,872,066 7,573 $ 647,910 — — 4,363 $ 398,286 9,000 $ 499,990 5,508 $ 485,045 (1)(2)PENSION BENEFITS5464
Other Deferred Compensation in Fiscal Year 2021AmerisourceBergen'sAmerisourceBergen’s deferred compensation plan and benefit restoration plan during fiscal year 20182021 and at fiscal year end. Name Executive
Contributions
in Last
Fiscal
Year to
Deferred
Compensation
Plan
($)
(a) AmerisourceBergen
Contributions
in Last
Fiscal
Year to
AmerisourceBergen
Corporation
Benefit
Restoration
Plan
($)(1)
(b) Aggregate
Earnings
in Last
Fiscal
Year in
Deferred
Compensation
Plan
($)(2)
(c) Aggregate
Earnings
in Last
Fiscal
Year in
Benefit
Restoration
Plan
($)(2)
(d) Aggregate
Withdrawals/
Distributions
($)
(e) Aggregate
Balance
at Last
Fiscal Year
End in
Deferred
Compensation
Plan
($)(3)
(f) Aggregate
Balance
at Last
Fiscal Year
End in
Benefit
Restoration
Plan
($)(3)
(g) Steven H. Collis 404,580 145,721 1,527,112 310,479 — 7,187,741 2,128,957 James F. Cleary — 54,215 — 34,496 — — 236,309 John G. Chou 429,289 50,543 275,835 126,593 — 1,908,017 779,166 Gina K. Clark — 41,885 39,243 38,285 — — 304,338 Robert P. Mauch 89,038 56,215 7,174 38,236 — 167,880 389,600
Executive
Contributions
in Last
Fiscal
Year to
Deferred
Compensation
Plan
($)
(a)
AmerisourceBergen
Contributions
in Last
Fiscal
Year to
AmerisourceBergen
Corporation
Benefit
Restoration Plan
($) (1)
(b)
Aggregate
Earnings
in Last
Fiscal
Year in
Deferred
Compensation
Plan
($) (2)
(c)
Aggregate
Earnings
in Last
Fiscal
Year in
Benefit
Restoration
Plan
($) (2)
(d)
Aggregate
Withdrawals/
Distributions
($)
(e)
Aggregate
Balance
at Last
Fiscal Year
End in
Deferred
Compensation
Plan
($)
(f)
Aggregate
Balance
at Last
Fiscal Year
End in
Benefit
Restoration
Plan
($) (3)
(g) — 69,296 465,640 71,243 — 3,698,624 1,253,956 — 28,544 — 29,578 — — 478,817 228,449 24,888 15,356 6,347 — 363,821 456,623 — 23,186 — 2,904 — — 64,700 21,748 17,593 (873 ) 12,495 — 61,409 188,322 (1)(2)officer'sofficer’s account in fiscal year 20182021 for the aggregate gains and losses on the plan investments under the benefit restoration plan and the deferred compensation plan. The amounts shown are not considered above market or preferential earnings and are not reported as compensation in the Summary Compensation Table.(3)Company'sCompany’s 401(k) plan, and may change their election at any time by contacting the plan administrator. Aggregate earnings and losses on plan investments are credited to participants'participants’ accounts on a quarterly basis. The deferred benefits will be distributed by us in accordance with the terms of the plan, and payment will be made at the times elected by the executive officer in accordance with the election form. An executive officer must specify whether he or she wishes to receive payment starting in the year of retirement or in the year after retirement and may elect to receive the deferred benefits (i) over annual periods ranging from three to fifteen years and payable in quarterly installments or (ii) in a single distribution. We pay all costs and expenses incurred in the administration of the plan.threefour percent (3%(4%) of the participant'sparticipant’s base salary and bonus incentive to the extent that his or her compensation exceeds the annual compensation limit established for our 401(k) plan by the Internal Revenue Code. The compensation limit was $275,000$290,000 for 2018.2021. Annual accruals under the benefit restoration plan commenced effective as of January 1, 2006. In addition to annual accruals, certain eligible participants were credited upon the plan'splan’s effective date of January 1, 2006 with an initial amount based on his or her service between the time of the merger that formed AmerisourceBergen in 2001 and the plan'splan’s implementation. Fidelity Investments administers the benefit restoration plan. Participants are permitted to allocate the amounts in their accounts among investment options specified by the benefit restoration plan administrator from time to time. Such allocation is only for the purposes of determining gains and losses based on the performance of the underlying investments. Fidelity credits participant accounts with plan benefits following the close of each calendar year. Account balances under the 55Executive Compensation and Related Matters|2019 AmerisourceBergen Proxy 165EMPLOYMENT AGREEMENTS■■■■executive'sexecutive’s part to terminate for good reason (upon at least 60 days'days’ prior written notice and opportunity for the Company to cure) or without good reason (upon at least 30 days'days’ prior written notice).■In addition,noteddescribed in greater detail below we entered into a retirement letter with Mr. Guttmanunder “Potential Payments Upon Termination of Employment or Change in connection with his retirement as Executive Vice President & Chief Financial Officer on November 9, 2018.POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROLofficers'officers’ employment agreements provide for severance payments in the event that we terminate their employment without cause or they leave the Company for good reason. The table below identifies what would constitute cause or good reason to terminate employment under the agreements:
Cause for termination means:
Good reason for termination means: Continued failure to substantially perform job duties Reduction in base salary Reduction in base salary Willful misconduct Diminution of authority, duties or responsibilities Failure to provide agreed position or pay ■■or,and, in the case of certain executives,Messrs. Collis and Chou, a two-year bonus continuation payment based on the average annual bonuses paid in the preceding three years;■■■executive'sexecutive’s pro rata target bonus and an amount equal to his or her accrued but unpaid cash compensation (including base salary, vacation pay and outstanding business expenses). We will pay this amount in a lump sum in cash within 30 days from the date of disability or death, except for the portion attributable to the cash bonus. That amount will be paid when the annual bonuses are paid to all employees generally. In addition, any account balances under the benefit restoration plan would vest upon an executive'sexecutive’s disability or death.■■unvested stock options will vest and restrictions on stock awards will lapse in control;of control, unvested stock options will vest and restrictions on stock awards will lapse; and■executive'sexecutive’s involuntary termination of employment, whether or not for cause, within two years of a change in control and the payout of the award, if any, will be based on a shortened performance period (extending from the beginning of the performance period through the end of the fiscal quarter preceding the change in control).benefitscompensation committee has discretion under our Omnibus Incentive Planannual incentive plan to pay bonuses to eligible employees during any year in which a change in control occurs. If this discretion is exercised, bonus payments would be based on performance for the portion of the fiscal year until the change in control event and paid within 75 days of the change in control. In the event of a change in control, the Board may, in its discretion, cancel outstanding options that are not exercised within 30 days of the change in control, cash out the value of outstanding options or restricted stock units or make any other adjustments it deems appropriate under the Omnibus Incentive Plan. The Board may also cancel any award made under the Omnibus Incentive Plan in exchange for payment of an equal value in cash or stock.As a result of amendments to the executive officer employment agreements, which became effective and were disclosed in January 2019, if Prior to the amendments, the Company was required to reduce any such payments if necessary to ensure that they do not constitute excess parachute payments under Section 280G of the Internal Revenue Code. amended executive officer employment agreements, if an executive officer'sofficer’s employment is terminated by the Company without cause or the executive leaves the Company for good reason, in either case upon or within two years following a change in control, the executive officer is also entitled to a cash amount equal to two times the executive'sexecutive’s average annual bonus earned over the prior three years, paid over a period of two years following termination of employment. 57Executive Compensation and Related Matters|2019 AmerisourceBergen Proxy20182021 is set forth in the table entitled "Executive“Executive Compensation and Related Matters—Matters — Nonqualified Defined Contribution and Other Deferred Compensation in Fiscal Year 2018."2021.” There are no special or enhanced benefits under our retirement benefits and deferred compensation plans for our named executive officers except in the event of an executive'sexecutive’s disability or death or as a result of a change in control as described above. 581 67Contents2019 AmerisourceBergen Proxy |Executive Compensation and Related MattersPOTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL2018.2021. The amounts presented are in addition to the balances under our deferred compensation plan (set forth on page 55)65): Name Benefit Death and
Termination
with
Disability
($)(1) Termination
by
Executive
without
Good
Reason
($) Termination
by Company
without
Cause or by
Executive for
Good Reason
($) Termination
by
Company
for Cause
($) Change
in
Control
($) Involuntary
Termination
with or without
Cause within
Two Years of
Change in
Control
($)(2) Steven H. Collis Accrued Unpaid Salary 26,923 26,923 26,923 26,923 — — 2021 Bonus 2,310,000 — 2,310,000 — — — Salary Continuation — — 2,800,000 — — — Bonus Continuation — — 4,296,909 — — — COBRA Premiums — — 24,488 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 22,015,890 — — — — 31,106,950 Benefit Restoration Plan(4) — — — — — — Total 24,352,813 26,923 9,468,320 26,923 — 31,106,950 James F. Cleary Accrued Unpaid Salary 14,423 14,423 14,423 14,423 — — 2021 Bonus 750,000 — 750,000 — — — Salary Continuation — — 1,500,000 — — — Bonus Continuation — — — — — — COBRA Premiums — — 43,458 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 5,747,790 — — — — 8,279,174 Benefit Restoration Plan(4) — — — — — — Total 6,512,213 14,423 2,317,881 14,423 — 8,279,174 John G. Chou Accrued Unpaid Salary 13,269 13,269 13,269 13,269 — — 2021 Bonus 690,000 — 690,000 — — — Salary Continuation — — 1,380,000 — — — Bonus Continuation — — 1,499,065 — — — COBRA Premiums — — 29,943 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 5,315,629 — — — — 7,410,184 Benefit Restoration Plan(4) — — — — — — Total 6,018,898 13,269 3,622,277 13,269 — 7,410,184 Gina K. Clark Accrued Unpaid Salary 11,538 11,538 11,538 11,538 — — 2021 Bonus 600,000 — 600,000 — — — Salary Continuation — — 1,200,000 — — — Bonus Continuation — — — — — — COBRA Premiums — — 9,919 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 3,387,568 — — — — 4,711,074 Benefit Restoration Plan(4) — — — — — — Total 3,999,106 11,538 1,831,457 11,538 — 4,711,074 Robert P. Mauch Accrued Unpaid Salary 15,385 15,385 15,385 15,385 — — 2021 Bonus 800,000 — 800,000 — — — Salary Continuation — — 1,600,000 — — — Bonus Continuation — — — — — — COBRA Premiums — — 37,955 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 5,944,601 — — — — 8,671,286 Benefit Restoration Plan(4) 389,600 389,600 — — 389,600 — Total 7,149,586 404,985 2,463,340 15,385 389,600 8,671,286 Benefit Death and
Termination
with
Disability
($)(1) Termination
by
Executive
without
Good
Reason
($) Termination
by Company
without
Cause or by
Executive for
Good Reason
($) Termination
by
Company
for Cause
($) Change
in
Control
($) Involuntary
Termination
with or without
Cause within
Two Years of
Change in
Control
($)(2) Accrued Unpaid Salary 23,846 23,846 23,846 23,846 — — 2018 Bonus 1,860,000 — 1,860,000 — — — Salary Continuation — — 2,480,000 — — — Bonus Continuation — — 3,412,006 — — — COBRA Premiums — — 61,743 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 12,374,420 — — — — 18,270,690 Benefit Restoration Plan(4) — — — — — — Total 14,258,266 23,846 7,847,595 23,846 — 18,270,690 (5) — — — — — — Accrued Unpaid Salary 12,692 12,692 12,692 12,692 — — 2018 Bonus 660,000 — 660,000 — — — Salary Continuation — — 1,320,000 — — — Bonus Continuation — — 1,211,596 — — — COBRA Premiums — — 29,943 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 3,434,556 — — — — 5,008,751 Benefit Restoration Plan(4) — — — — — — Total 4,107,248 12,692 3,244,231 12,692 — 5,008,751 Accrued Unpaid Salary 11,058 11,058 11,058 11,058 — — 2018 Bonus 575,000 — 575,000 — — — Salary Continuation — — 1,150,000 — — — Bonus Continuation — — — — — — COBRA Premiums — — 25,711 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 2,248,644 — — — — 3,530,532 Benefit Restoration Plan(4) — — — — — — Total 2,834,702 11,058 1,771,769 11,058 — 3,530,532 Accrued Unpaid Salary 12,981 12,981 12,981 12,981 — — 2018 Bonus 675,000 — 675,000 — — — Salary Continuation — — 1,350,000 — — — Bonus Continuation — — — — — — COBRA Premiums — — 35,998 — — — Outplacement — — 10,000 — — — Accelerated Vesting of Equity(3) 3,379,443 — — — — 4,953,639 Benefit Restoration Plan(4) 188,322 188,322 — — 188,322 — Total 4,255,746 201,303 2,083,979 12,981 188,322 4,953,639 (1)(2)"Change“Change in Control,"” or (ii) if the termination of his or her employment was without cause, as shown in the column "Termination“Termination by Company without Cause or by Executive for Good Reason."”(3)Friday,Thursday, September 28, 201830, 2021 by $92.22,$119.45, the closing price of our Common Stock on that date. The value of the accelerated vesting of unvested options is calculated by multiplying the number of unvested options held by the named executive officer on Friday,Thursday, September 28, 201830, 2021 by the difference between the exercise price of the options and $92.22,$119.45, the closing price of a share of our Common Stock on that date. Unvested restricted stock units vest immediately in the case of disability or death and upon an involuntary termination of employment within two years of a change in control of the Company. Unvested stock options vest upon death or disability and upon an involuntary termination of employment within two years of a change in control of the Company. The value of the accelerated vesting of unvested performance shares is calculated by multiplying the number of performance shares that would vest based upon the performance to date by $92.22,$119.45, the closing price of our Common Stock on Friday,Thursday, September 28, 2018.30, 2021. Unvested performance shares vest upon death or disability and upon an involuntary(4)(5)As consideration for consulting and transition support to be provided in fiscal 2019 after his retirement as Executive Vice President & Chief Financial Officer on November 9, 2018, Mr. Guttman is eligible to receive $1.21 million, which consists of salary continuation and a lump sum payment, subject to the fulfillment of all the terms of a retirement letter (including the non-competition provisions of his employment agreement). 59Executive Compensation and Related Matters|2019 AmerisourceBergen Proxy
Reason for Termination
Unvested Awards
Impact on Expiration Date of
Vested Options Termination for Cause Forfeit Immediately upon termination Forfeit 3 months from date of termination Termination without Cause Termination without CauseForfeit Restricted Stock Units
Forfeit Options
Performance Shares forfeited if termination is prior to 18 months from the beginning of the performance period; otherwise, payout at end of performance period is reduced pro-rata for period of employment 1 year from date of termination Restrictions lapse on Restricted Stock Units
Options vest
Performance Shares vest with performance period measured only through end of quarter preceding change in control event
1 year from date of termination DeathDeath Restrictions lapse on Restricted Stock Units
Forfeit Options
Performance Shares forfeited if death is prior to 18 months from the beginning of the performance period; otherwise, performance shares vest and payout is reduced for period of employment and performance period is measured only through end of quarter preceding death 1 year from date of death Disability DisabilityRestrictions lapse on Restricted Stock Units
Forfeit Options
Performance Shares forfeited if disability occurs prior to 18 months from the beginning of the performance period; otherwise, Performance Shares vest and payout is reduced for period of employment and performance period is measured only through end of quarter preceding disability
1 year from date of termination Retirement RetirementRestricted Stock Units, Performance Shares and Options continue to vest to the extent and according to the schedule set forth in the applicable award agreement Expires at the end of the stated term in the applicable award agreement 601 69Table of Contents2019 | 2022 AmerisourceBergen Proxy|Executive Compensation and Related MattersPAY RATIO2018,2021, other than the CEO and certain non-U.S. employees, was $56,892.$65,076. Our CEO'sCEO’s total compensation was $11,533,906,$14,884,673, and the ratio of our CEO'sCEO’s total annual compensation to that of the median paid employee was 203:229:1.2018,2021, we determined that our total population consisted of 23,106 employees.23,071 employees, for the purpose of analysis of the CEO’s pay ratio to median paid employee. At the time, as permitted by disclosure rules, we excluded from our employee population the approximately 19,000 employees who were added to our organization through the acquisition of Alliance Healthcare in June 2021. A new analysis will be conducted in 2022 for disclosure in 2023 which will include those Alliance Healthcare employees that became employees of AmerisourceBergen in connection with the acquisition. We used annual base pay as CACM to identify the median employee. After identifying the median employee based on annual base pay, we calculated total annual compensation for that employee and the CEO using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table in this proxy statement. We also added the value of employer provided medical, dental and disability contributions to both the CEO and the median employee compensation, as such benefits represent a significant portion of our employees'employees’ total compensation.approximately 1,143 associates1,152 team members from the countries identified below. The excluded associatesteam members represent the Company'sCompany’s entire employee population in each such country and account for less than 5% of the Company'sCompany’s total employee population. Argentina 69 Hungary 14 Russian Federation 59 Brazil 126 India 140 Serbia 4 Bulgaria 10 Japan 76 Slovakia 4 Chile 34 Lithuania 149 Slovenia 12 China 79 Malaysia 16 South Africa 45 Colombia 55 Mexico 55 Taiwan 13 Croatia 14 Peru 39 Thailand 15 Czechia 9 Poland 30 Turkey 20 Ecuador 7 Portugal 11 Ukraine 9 Greece 11 Romania 9 Uruguay 18 Argentina 105 Czech Republic 12 Malaysia 13 Russian Federation 119 Brazil 131 Ecuador 10 Mexico 138 Thailand 32 Bulgaria 15 Greece 21 Peru 84 Turkey 20 China 103 Hungary 23 Poland 31 Ukraine 29 Croatia 20 India 219 Romania 18 ADVISORY VOTE TO APPROVE THE COMPENSATIONOF OUR NAMED EXECUTIVE OFFICERS"say-on-pay"“say-on-pay” proposal, which gives our stockholdersshareholders the opportunity to endorse the compensation paid to our named executive officers through the following resolution:"stockholdersshareholders approve, on an advisory basis, the compensation paid to AmerisourceBergen'sAmerisourceBergen’s named executive officers, as disclosed in AmerisourceBergen'sAmerisourceBergen’s proxy statement for the 20192022 Annual Meeting of StockholdersShareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion.""CompensationCompensation Discussion and Analysis"Analysis section beginning on page 3439 for a detailed description of our executive compensation philosophy and programs, the compensation decisions of the Compensation and Succession Planning Committee under those programs and the factors considered in making those decisions.AmerisourceBergen'sstockholdersshareholders and the long-term interests of AmerisourceBergen. Our executive compensation policies have enabled AmerisourceBergen to attract and retain talented and experienced senior executives and have benefited AmerisourceBergen over time.20182021 compensation of our named executive officers is reasonable and competitive, aligns with AmerisourceBergen'sAmerisourceBergen’s fiscal year 20182021 results and positions us for future growth.stockholdersshareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. Because your vote is advisory, it will not be binding upon the Board; however, the Board values stockholders'shareholders’ opinions, and the Compensation and Succession Planning Committee will take into account the outcome of the vote when considering future executive compensation decisions.AmerisourceBergen'sAmerisourceBergen’s named executive officers as described in this proxy statement. 621 71ContentsShares to be Available for Issuance Potential Overhang as of December 1, 2021 with 24,750,000 New Shares Stock Options Outstanding as of December 1, 2021 2,847,561 Weighted Average Exercise Price of Stock Options Outstanding as of December 1, 2021 $83.96 Weighted Average Remaining Term of Stock Options Outstanding as of December 1, 2021 3.04 years Outstanding Full Value Awards as of December 1, 2021(1) 2,337,683 Total Equity Awards Outstanding as of December 1, 2021(2) 5,185,244 Shares Available for Grant under the Existing Plan as of December 1, 2021(3) 1,123,244 Shares Requested 24,750,000 Total Potential Overhang under the Equity Plan as of December 1, 2021 31,058,488 Shares of Common Stock Outstanding as of December 1, 2021 208,853,388 239,911,876 12.94% 20192022 AmerisourceBergen Proxy | Executive Compensation and Related Matters|(2) Element 2021 2020 2019 Three-Year
Average Restricted Stock Units granted 837,000 760,000 442,000 Performance Shares earned 135,000 139,000 105,000 Total Full Value Awards granted 972,000 899,000 547,000 Stock Options granted — 383,000 1,137,000 Total Full Value Awards and Stock Options granted 972,000 1,282,000 1,684,000 Weighted Average Number of Shares of Common Stock Outstanding as of September 30 of applicable year 205,919,140 204,783,000 210,165,000 Burn Rate (Stock Options and Restricted Stock Units granted and Performance Shares earned) 0.47% 0.63% 0.80% 0.63% 1 73policyshareholders, the Existing Plan will continue as currently in effect.loansthe fungible share counting ratios described above, up to 5% of shares subject to the 2022 Equity Plan Reserve may be granted without regard to this minimum vesting requirement.officers?in cash and is subject to certain adjustments as set forth in the Equity Plan and described in “Adjustment Provisions; Change of Control of AmerisourceBergen Corporation” below. 175 177 179 181What is our policy with respect to transactions with related persons?investor.amerisourcebergen.com. The Audit Committee must approve or ratify any transaction, arrangement or relationship exceeding $120,000 in which the Company and any related person has a direct or indirect material interest. This policy includes any series of transactions that exceeds $120,000 in the aggregate in any calendar year. Related persons include:■■■■■ & Business Officer in advance of any proposed transaction with us. They must explain the principal features of the proposed transaction, including its potential value and benefit to us. TheOur Executive Vice President and Chief Legal & Business Officer will refer all proposed related person transactions exceeding $120,000 to the Audit Committee for review.Do we have any transactions with related persons?Yes. We have In fiscal year 2021, transactions between the Company and Walgreens Boots Alliance accounted for approximately 31% of our revenues.Alliance established through various agreements and arrangements. Under certainAlliance. As part of these agreements and arrangements, Walgreens Boots Alliance also has the right to designate up to two members of our Board upon achieving specified ownership levels of our Common Stock. We have summarized these agreements and arrangements with Walgreens Boots Alliance below.As previously disclosed, in March 2013,that strategic relationship, we entered into various agreements and arrangements with Walgreens Boots Alliance and certain of its affiliates, including a ten-year pharmaceutical distribution agreement pursuant to which we distribute branded and generic pharmaceutical products to Walgreens Boots Alliance (the “US PVA”) and a generics purchasing services arrangement that provides us with the ability to access generics and related pharmaceutical products through a global sourcing arrangement with Walgreens Boots Alliance Development GmbH. In May 2016, our distribution agreement with Walgreens Boots Alliance and our global sourcing arrangement with Walgreens Boots Alliance Development GmbH were extended until 2026. In fiscal year 2018, Walgreens Boots Alliance accounted for 33% of our revenues. 63Related Person Transactions|2019 AmerisourceBergen ProxyIn connection with our strategic relationship, in March 2013, we entered into a Framework Agreement with affiliates of Walgreens Boots Alliance (the "Framework Agreement") pursuant to which (i) subsidiaries of Walgreens Boots Alliance were granted the right to purchase a minority equity position in AmerisourceBergen, beginning with the right, but not the obligation, to purchase up to 19,859,795 shares of our Common Stock in open market transactions, with the right to designate up to two members of our board of directors upon achieving specified ownership levels; and (ii) wholly-owned subsidiaries of Walgreens Boots Alliance were issued (a) warrants to purchase up to an aggregate of 22,696,912 shares of our Common Stock at an exercise price of $51.50 per share, exercisable during a six month period beginning in March 2016 (the "2016 Warrants"), and (b) warrants to purchase up to 22,696,912 shares of our Common Stock at an exercise price of $52.50 per share, exercisable during a six month period beginning in March 2017 (the "2017 Warrants" and, together with the 2016 Warrants, the "Warrants"“WBAD Arrangement”).In March 2016, the 2016 Warrants were exercised in full for $1,168.9 million in cash. In August 2016, the 2017 Warrants were amended so that they became exercisable in whole or in part during the six-month period beginning in August 2016 at an exercise price of $52.50. In August 2016, the 2017 Warrants were exercised in full for $1,191.6 million in cash. As previously disclosed, we took steps to mitigate the potentially dilutive effect of the exercise of the Warrants by repurchasing shares of our Common Stock on the open market over time and through the exercise of purchased call options, by entering into a series of issuer capped call transactions with a financial institution, and by undertaking strategic acquisitions. For more information on the steps we took to mitigate the potentially dilutive effect of the exercise of the Warrants and the effectiveness of those steps, please see Note 7 of our 2018 Annual Report on Form 10-K.In addition to the Framework Agreement, we2013.2013 (the “Shareholders Agreement”). The Shareholders Agreement contains, among other things, certain restrictions on Walgreens Boots Alliance'sAlliance’s ability to transfer its shares of our Common Stock. The Shareholders Agreement also contains certain standstill provisions that, among other things and subject to certain exceptions, prohibit Walgreens Boots Alliance from acquiring additional shares of our Common Stock. The standstill provisions prohibit Walgreens Boots Alliance from entering into voting agreements or granting a proxy to any other person; participating or engaging in a proxy solicitation with respect to AmerisourceBergen; seeking to control or influence the management or policies of AmerisourceBergen; or entering into or proposing a merger, business 183participated as investors inhold our Common Stock (including Walgreens Boots Alliance Holdings) are also subject to the above-mentioned restrictions and provisions.Walgreens Boots Alliance met this 5% threshold as of April 9, 2014. On November 14, 2016, Walgreens Boots Alliance filed a Schedule 13D/A with the Securities and Exchange Commission disclosing that it owned 56,854,867 shares of our Common Stock, or approximately 26.8% of our shares of Common Stock outstanding as of September 30, 2018. Ornella Barra is currently serving on our Board as Walgreens Boots Alliance'sAlliance’s designee and is a nominee for re-election as a director. Ms. Barra has served as a director of the Company since January 2015 and is also a member of our Compliance and Risk Committee and Finance Committee.upon the acquisition in full by it,if, together with its subsidiaries, it acquires in one or more open market transactions, a total of 19,859,795 shares of our Common Stock (subject to certain adjustments). As of November 30, 2018, Walgreens Boots Alliance had acquired 11,461,043 shares of our Common Stock through open market transactions (all of which took place in April 2014). If, after having acquired 19,859,795 shares in the open market, Walgreens Boots Alliance divests our equity securities such that it owns less than 14%, but at least 5% of the Common Stock, Walgreens Boots Alliance will no longer be entitled to designate two directors to the Board and will only be entitled to designate one director to the Board. If Walgreens Boots Alliance divests our equity securities such that it owns less than 5% of the Common Stock, Walgreens Boots Alliance will no longer be entitled to designate any directors to the Board, and the Shareholders Agreement will, subject to certain exceptions, terminate.642019 AmerisourceBergen Proxy |Related Person Transactionsstockholdersshareholders (including the election of directors).Dohave any transactionsacquired a majority of Walgreens Boots Alliance’s Alliance Healthcare businesses for $6.275 billion in cash, subject to certain purchase price adjustments, and 2 million shares of our Common Stock.persons relatedPersons Related to management?We do not have any transactionsManagementpersons relatedour standard employment and compensation practices applicable to management.employees with equivalent qualifications and responsibilities and holding similar positions. Mr. Mauch’s sister announced her retirement from Xcenda in September 2021.and Trading in OurCommon Stock|2019 AmerisourceBergen Proxy2018.2021. The table also shows how much of our outstanding Common Stock is beneficially owned by owners of more than 5% of our outstanding Common Stock."beneficially owns"“beneficially owns” securities if the person has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant, right of conversion of a security or otherwise. Except as otherwise noted, the beneficial owners listed have sole voting and investment power with respect to the shares shown. An asterisk in the Percent of Class column indicates beneficial ownership of less than 1%, based on 212,271,589208,853,388 shares of Common Stock outstanding as of the close of regular trading on the NYSE on November 30, 2018.2021. Name and Address of Beneficial Owner(1) Title of Beneficial Owner Aggregate Number
of Shares
Beneficially
Owned
(#)(2) Percent
of Class
(%) Steven H. Collis(3) Chairman, President and Chief Executive Officer 788,387 * James F. Cleary(3) Executive Vice President and Chief Financial Officer 171,464 * John G. Chou(3) Executive Vice President and Special Advisor to the Chairman & CEO (formerly the Chief Legal Officer) 280,147 * Gina K. Clark(3) Executive Vice President and Chief Communications & Administration Officer 116,334 * Robert P. Mauch(3) Executive Vice President and Group President 134,475 * Ornella Barra(4) Director 58,854,867 28.2% D. Mark Durcan(5) Director 10,159 * Richard W. Gochnauer(5) Director 16,728 * Lon R. Greenberg(5) Director 12,524 * Jane E. Henney, M.D.(5) Lead Independent Director 19,984 * Kathleen W. Hyle(5) Director 13,732 * Michael J. Long(5) Director 13,611 * Henry W. McGee(5) Director 10,901 * Dennis M. Nally(5) Director 1,550 * All directors and executive officers as a group (16 people)(6) 60,444,863 28.8% BlackRock, Inc.(7) 11,049,607 5.3% Vanguard Group Inc.(8) 17,013,279 8.1% Walgreens Boots Alliance Holdings LLC(9) 58,854,867 28.2% Name and Address of Beneficial Owner(1) Title of Beneficial Owner Aggregate Number
of Shares
Beneficially
Owned (#)(2) Percent of
Class (%) Chairman, President and Chief Executive Officer 1,023,725 * Executive Vice President and Chief Financial Officer(4) 194,130 * Executive Vice President and Chief Legal & Business Officer 279,389 * Executive Vice President and President, Global Commercialization Services & Animal Health(5) 49,524 * Executive Vice President and Group President, Pharmaceutical Distribution & Strategic Global Sourcing 164,358 Director 56,854,867 26.8% Director 6,645 * Director 1,000 * Director 55,210 * Director 11,318 * Lead Independent Director 18,573 * Director 29,547 * Director 35,363 * Director 23,304 * 59,027,061 27.8% 11,375,885 5.4% 15,752,313 7.4% 56,854,867 26.8% *(1)1300 Morris Drive, Chesterbrook,1 West First Avenue, Conshohocken, PA 19087.19428.stockholdersshareholders or obtained by us from sources we believe are reliable. We believe that, unless otherwise indicated, the beneficial owners have sole voting and investment power over the shares shown opposite their names.(3)2018,2021, as follows: Mr. Collis—880,897564,882 shares; Mr. Guttman—140,625Chou—195,504 shares; Mr. Chou—227,604Cleary—124,496 shares; Mr. Cleary—44,218Ms. Clark—86,336 shares; and Mr. Mauch—146,71492,476 shares.(4)Mr. Guttman retired from the position of Executive Vice President and Chief Financial Officer on November 9, 2018.(5)Mr. Cleary assumed the position of Executive Vice President and Chief Financial Officer upon Mr. Guttman's retirement on November 9, 2018.(6)56,854,86758,854,867 shares that are held by Walgreens Boots Alliance Holdings LLC. By virtue of her position as Co-ChiefChief Operating Officer, International of Walgreens Boots Alliance, Inc., Ms. Barra may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 56,854,86758,854,867 shares held by Walgreens Boots Alliance Holdings LLC.(7)2018,2021, as follows: Ms. Barra—0 shares; Mr. Conant—0 shares; 18544,2630 shares; Mr. Greenberg—0 shares; Dr. Henney—3,5280 shares; Ms. Hyle—19,9320 shares; Mr. Long—0 shares; Mr. McGee—0 shares; and Mr. McGee—10,585Nally—0 shares.(8)Mr. Conant is not standing for re-election at the 2019 Annual Meeting of Stockholders.(9)56,854,86758,854,867 shares that are held by Walgreens Boots Alliance Holdings LLC. See footnote (4) above.(10)13F13G/A filed with the SEC on September 30, 2018January 29, 2021 by BlackRock, Inc., which reports sole voting power with respect to 11,375,8859,521,956 shares, shared voting power with respect to 0 shares, and an aggregate beneficial ownership of 11,375,88511,049,607 shares. In such filing, BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055.(11)13F13G/A filed with the SEC on September 30, 2018February 10, 2021 by The Vanguard Group, which reports sole voting power with respect to 209,5060 shares, shared voting power with respect to 57,838247,096 shares, and an aggregate beneficial ownership of 15,752,313117,013,279 shares. In such filing, the Vanguard Group lists its address as P.O. Box 2600, Valley Forge,100 Vanguard Blvd., Malvern, PA 19482-2600.19355.(12)November 14, 2016June 3, 2021 by Walgreens Boots Alliance, Inc. which reports that Walgreens Boots Alliance Holdings LLC, WBA Investments, Inc., and Walgreens Boots Alliance, Inc. have shared voting power with respect to 56,854,867 shares and shared dispositive ownership with respect to 56,854,86758,854,867 shares. None of these entities reported ownership of shares with sole voting power or sole dispositive power. In such filing, Walgreen Boots Alliance, Inc. lists its address as 108 Wilmot Road, Deerfield, IL 60015. 67Ownership of and Trading in Our Stock|2019 AmerisourceBergen Proxy20182021 regarding our existing compensation plans pursuant to which equity securities are authorized for issuance to employees and non-employee directors. Plan Category Number of securities
to be issued upon
exercise of outstanding
options, warrants,
and rights
(#)
(a) Weighted-average
exercise price of
outstanding options,
warrants and rights
($)
(b) Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities
reflected in column (a))
(#)
(c) Equity compensation plans approved by security holders 5,272,249(1) $ 84 7,670,364(2) Equity compensation plans not approved by
security holders — N/A — Total 5,272,249 $ 84 7,670,364 Number of securities
to be issued upon
exercise of
outstanding
options, warrants,
and rights (#)
(a) Weighted-average
exercise price of
outstanding options,
warrants and rights ($)
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities
reflected in column (a)) (#)
(c) 9,688,037 (1) $77 15,625,269(2) — N/A — 9,688,037 $77 15,625,269 (1)(2)SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESHAREHOLDER PROPOSALSSection 16(a)HAREHOLDERPROPOSALSthe Exchange Act requires our directors and executive officers as well as persons whoTeamsters General Fund, 25 Louisiana Avenue, NW, Washington, DC 20001. The International Brotherhood of Teamsters General Fund has indicated that it has beneficially own more than 10 percentowned at least $2,000 of our Common Stock continuously for at least one year and that it intends to file withown at least such amount through the SEC reports of ownership and changes in beneficial ownership of our Common Stock. Directors, executive officers and greater than 10 percent stockholders are required to furnish us with copies of all Section 16(a) forms they file. We believe that during fiscal year 2018 all of our directors and executive officers complied with these requirements, except that on February 6, 2018, we belatedly filed a Form 4 for Mr. Long to report his acquisition of stock on February 1, 2018, which was awarded in lieu of cash compensation.682019 AmerisourceBergen Proxy |Stockholder ProposalsThe names, addresses and beneficial holdings of the proponents and any cosponsors of the proposals below are available to stockholders upon request in writing to the Corporate Secretary at the address listed on page 74 of this proxy statement.2022 Annual Meeting. In accordance with the proxy regulations, the following is the complete text of eachthe proposal, is presented below andwhich is reproduced as submitted to us other than minor formatting changes. All statements contained in the stockholder proposalsshareholder proposal and supporting statementsstatement are the sole responsibility of the proponents.ITEM 4—STOCKHOLDER PROPOSAL TO PERMIT ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERSThe following stockholder proposal has been submitted to the Company for action at the 2019 Annual Meeting by Kenneth Steiner. Mr. Steiner has named John Chevedden as his proxy for this proposal.proponent. The Board does not support the adoption of this proposal which the Boardas it believes it is not in the best interestsinterest of the Company or its stockholders.4—Shareholder Right to Act by Written ConsentShareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present5—Prohibiting Adjustments for Legal and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any appropriate topic for written consent.This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. This proposal topic might have received a still higher vote than 67% at Allstate and Sprint if small shareholders had the advantage of the same access to independent corporate governance data as large shareholders. It might have received an even still higher vote if the voting turnout of small shareholders equaled that of large shareholders.Taking action by written consent in place of a special meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle and avoid the cost of a special meeting.This proposal is more important for AmerisourceBergen Corp. shareholders in order to make up for the severe limitations on our right to call a special shareholder meeting. Many companies have a 10% stock ownership threshold to call a special meeting. However our 25% stock ownership threshold is made worse because all shares that have not been owned for one continuous year are excluded from participating in our elevated 25% ownership threshold. At a given time half of AmerisourceBergen stock could be held for less than one year.Plus when adding in the strict procedures for shareholders to call for a special meeting it could be necessary to contact 70% or 80% of all shares outstanding during a short widow of time to call for a special shareholder meeting.A proposal on this same topic won 43% support from AmerisourceBergen shareholders in 2015. The 43% vote was probably understated because the 2015 shareholder proposal on this topic did not alert shareholders to the barriers they would have to face if they wanted to call for a special shareholder meeting.Shareholders can act by written consent to elect a new director. This may be of greater importance since one AmerisourceBergen director, Ornella Barra, received 44% in negative votes in 2018.The intention of this proposal is that shareholders will not need to make use of it because its mere existence will be an incentive factor that will help ensue that the company is well supervised by the Board of Directors and management.Please vote yes:Shareholder Right to Act by Written Consent—Proposal 4 69Stockholder Proposals|2019 AmerisourceBergen ProxyAMERISOURCEBERGEN CORPORATION'S STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSALThe Board of Directors recommends that you vote AGAINST Proposal No. 4 (Item 4 on the Proxy Card) for the following reasons:AmerisourceBergen has implemented leading corporate governance practices that maintain Board accountability and support stockholder rights.We believe that our relationship and engagement with our stockholders is a critical element of corporate governance, and we carefully consider issues and concerns voiced by our stockholders. The Board has regularly demonstrated its responsiveness to stockholders' concerns by effecting changes in our corporate governance practices that have augmented stockholders' rights. In 2015, after carefully observing and studying proxy access developments and engaging with a number of our stockholders about the topic, the Board proactively amended our bylaws to give stockholders a right to proxy access for director nominations. Our proxy access provision permits any stockholder who has, or group of up to 20 stockholders who have, maintained continuous beneficial ownership of 3% or more of our outstanding Common Stock for at least the previous three years to nominate the greater of two or 20% of the directors then in office. The adoption of proxy access followed our stockholders' approval of charter amendments in 2014 that give stockholders who hold 25% of our outstanding stock the right to call a special meeting.We believe that the rights of stockholders to nominate directors through proxy access and to call special meetings, together with the requirement that each director be elected annually by majority vote as well as our overall responsiveness to stockholders and commitment to maintaining ongoing dialogue with them, gives stockholders the platform required to raise important matters between annual meetings.The requirement that stockholders take action at meetings gives all stockholders an equal opportunity to participate in the deliberations and allows for engagement by the Board and management.Currently, any matter that either we or our stockholders wish to present for a vote must be presented at an annual or special meeting of stockholders. This allows all stockholders to consider, discuss and vote on pending stockholder actions. Important matters should be the subject of stockholder meetings, which provide the opportunity for discussion and interaction among our stockholders so that all points of view may be considered prior to a vote. Because stockholder action by written consent does not require advance notice or communication to all stockholders, it would deprive many stockholders of the opportunity to assess, discuss, deliberate and vote on pending stockholder actions and to consider arguments for and against any action. It may also deny the Board the opportunity to consider the merits of the proposed action and suggest superior proposals or alternatives for stockholder evaluation.The existing procedural safeguards that require stockholder proponents to provide advance disclosure of their identities and interests ensure that all stockholders receive accurate and complete information on important pending actions.Our charter and bylaws require that stockholders proposing business for a stockholder vote either submit proposals for consideration at an annual meeting pursuant to the SEC's stockholder proposal process or that they provide advance notice to the Company of any proposed director nomination or proposed business. Stockholder proponents are required to provide certain information about themselves, including a description of the proposal, any material interest the proponent may have in the proposal and a representation that the stockholder will appear in person or by proxy to bring such business before the meeting. The proxy statement and any additional soliciting materials must be distributed to all stockholders of record in advance of the meeting, providing stockholders with sufficient time and opportunity to consider the proposals or nominations and to decide how to vote or direct their proxy. This process allows us to make all stockholders aware of the matters that are to be considered at the annual meeting of stockholders and to present an analysis and recommendation regarding such proposals. Our charter and bylaws contain procedural safeguards regarding special meetings similar to the safeguards in place for annual meetings so that stockholders also have sufficient time and information to vote on matters at special meetings.702019 AmerisourceBergen Proxy |Stockholder ProposalsPermitting stockholder action by written consent could give stockholders with special interests undue power over the Company and other stockholders.Action by written consent at any time does not allow for any of the procedural safeguards mentioned above. Proponents of an action by written consent need not satisfy any holding requirements with respect to our Common Stock, which may allow market participants engaging in short-term speculation to potentially determine the outcome of any particular issue. Such stockholders may not act in the interests of longer-term holders. In general, stockholders are not entitled to receive advance notice of proposed action to be taken by written consent and, thus, may not be given sufficient time or opportunity to evaluate the proposed action. Our Board would not have the opportunity to analyze and provide a recommendation with respect to a proposed action by written consent, and proponents of the proposed action need not provide any information regarding themselves or their interests in the proposed action to other stockholders or the Company. The lack of procedural safeguards in the written consent process may facilitate the exertion of inappropriate influence by stockholders with special interests that may be inconsistent with the long-term best interests of the Company. Allowing stockholder action by written consent could create substantial confusion and disruption, as multiple stockholder groups could solicit multiple written consents simultaneously, some of which may be duplicative or contradictory.Existing governance provisions strike an appropriate balance between the rights of stockholders to have a say in the Company's governance and protecting against abusive actions that may deprive some stockholders of any say or notice of significant corporate actions and disrupt effective management of the Company.The Board believes that the potential for abuse and disenfranchisement of minority stockholders and other adverse consequences associated with the right to act by written consent outweighs any potential benefits to our stockholders. Our stockholders have other avenues for raising important matters with our Board. Besides the right to call a special meeting, we have procedures in place that provide our stockholders with the opportunity to communicate with members of the Board, as described in the section of this proxy statement titled "Corporate Governance and Related Matters—Stockholder Engagement" and "Other Information—Requirements for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders."The Board opposes this proposal because it could have adverse consequences on AmerisourceBergen and our stockholders, including potential abuse, disenfranchisement of minority stockholders, lack of transparency and accountability to our stockholders, and the undermining of an orderly governance process for taking significant corporate actions. We believe that our existing governance structure is highly supportive of stockholder rights and addresses the proponent's concerns.For the foregoing reasons, the Board of Directors believes that this proposal is not in the best interests of AmerisourceBergen or our stockholders and therefore recommends a vote AGAINST the adoption of this stockholder proposal.ITEM 5—STOCKHOLDER PROPOSAL TO ADOPT A POLICY THAT NO FINANCIAL PERFORMANCE METRIC BE ADJUSTED TO EXCLUDE LEGAL OR COMPLIANCE COSTS IN DETERMINING EXECUTIVE INCENTIVE COMPENSATIONThe following stockholder proposal has been submitted to the Company for action at the 2019 Annual Meeting by the City of Philadelphia Public Employees Retirement System. The Board does not support the adoption of this proposal, which the Board believes is not in the best interests of the Company or its stockholders.RESOLVED that shareholders of AmerisourceBergen Corporation ("ABC") urge the Board of Directors to adopt a policy that no financial performance metric shall be adjusted to exclude Legal or Compliance Costs when evaluating performance for purposes of determining the amount or vesting of any senior executive Incentive Compensation award. "Legal or Compliance Costs" are expenses or charges associated with any investigation, litigation or enforcement action related to drug manufacturing, sales, marketing or distribution, including legal fees; amounts paid in fines, penalties or damages; and amounts paid in connection with monitoring required by 71Stockholder Proposals|2019Proxyany settlement or judgment of claims of the kind described above. "Incentive Compensation" is compensation paid pursuant to short-term and long-term incentive compensation plans and programs. The policy should be implemented in a way that does not violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan.SUPPORTING STATEMENTAs ABC shareholders,shareholder, we support compensation arrangements that incentivize senior executives to drive growth while safeguarding company operations and reputation over the long-term. ABC adjusts certainWe believe this requires that the company adopt a policy that financial performance metrics when calculating progress on goals for the purposes of awarding incentive compensation. While some adjustments may be appropriate, we believe senior executives should not be insulatedadjusted to exclude legal or compliance costs in evaluating performance for incentive payouts to senior executives. The policy is to provide the Compensation Committee with the discretion to exclude charges where it deems it in the interests of shareholders, although such situations should be accompanied by robust disclosure and justification.
non-GAAP operating income in its short-term incentive program, and compound annual adjusted non-GAAP EPS in its performance share awards. In all three cases, the metrics are calculated to exclude litigation charges. In fiscal 2020, therefore, they excluded the impact of the company’s $6.6 billion opioid-related expense accrual- a charge that drove the company to its largest ever loss and exceeded cumulative earnings over the prior nine fiscal years.particularly on matters of import.These considerations are especially critical at ABC givenby removing associated costs from the potential reputational,metrics that determine their incentive compensation distorts incentives around compliance and undermines the alignment with shareholders. A superior approach to aligning executive pay with the company’s performance would be to include legal and regulatory risks ABC faces over its role in the nation's opioid epidemic. According to a Pulitzer prizewinning review of Drug Enforcement Administration data by The Charleston Gazette-Mail, ABC along with McKesson and Cardinal Health shipped 423 million pain pills to the state of West Virginia from 2007 to 2012. In total, drug wholesalers sent the state 780 million hydrocodone and oxycodone pills in six years, enough for every man, woman and child to have 433 pills.In January 2017, the Washington Post reported that ABC agreed to pay $16 million to settle a lawsuit from the State of West Virginia alleging it violated the law in failing to investigate, report, and cease fulfilling suspicious prescriptions in the state. In its May 2018 10-Q, ABC reported that numerous counties, municipalities and other governmental entities in a majority of U.S. states and Puerto Rico, as well as several states and tribes, have filed lawsuits alleging similar actions.As of July 2018, the Wall Street Journal disclosed that there are over 600 lawsuits filed by local and state municipalities and Native American tribes related to the opioid epidemic. The majority of these lawsuits have been consolidated to the Northern District Court of Ohio where ABC is one of the named defendants.In the midst of such scrutiny, we take issue with ABC's use of adjusted earnings per share, adjusted operating income and adjusted operating income margin, each of which exclude litigationcompliance costs.We believe a superior approach is to include Legal and Compliance Costs, particularly those associated with opioid litigation. 187AMERISOURCEBERGEN CORPORATION'S STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSALHAREHOLDER PROPOSALS | 2022 AmerisourceBergen ProxyAs set forthAmerisourceBergen's Corporate Governance Principles,AmerisourceBergen’s compensation program are consistent with the financial measures used to evaluate our business is conductedperformance, are transparently disclosed, and align with long-term shareholder interests.employees, managersexecutive compensation program are based on non-GAAP metrics, which our Board believes most effectively measure and officers, underreward operational performance and provide consistency and transparency between our financial reporting and compensation outcomes. In fiscal year 2021, the direction of the Chief Executive Officer and the oversight of the Board, to enhance the long-term value of the Company for its stockholders. Both the Board and management recognize that the long-term interests of stockholders are advanced by responsibly addressing the concerns of stockholders and other interested parties, including employees, customers, suppliers, communities where we do business, government officials and the public at large.We believe the proposal's attempt to exclude a specific adjustment from the calculation of incentive compensation is overly prescriptive and would limit the ability of the Board and its Compensation and Succession Planning Committee (the "Compensation("Compensation Committee") to designchose adjusted earnings per share, adjusted operating income and administeradjusted free cash flow as the Company's incentive compensation program. key metrics for our annual plan performance goals.also believe thatdisclose the Boardadjustments made between GAAP and the Compensation Committee are best equipped to make decisions aboutnon-GAAP financial measures for metrics and adjustments for useused in our incentive compensation program, which we believe is currently aligned appropriately with the long-term interests of our stockholders. Further, we believe that the proposal's request for a blanket policy prohibiting financial performance metrics from ever being adjusted to exclude legal and compliance costs when determining incentive compensation is not appropriate, as722019 AmerisourceBergen Proxy |Stockholder Proposalscertain legal and compliance costs may be unrelated to management performance or may reflect decisions made by an earlier management team.Our Board and the entire AmerisourceBergen team care deeply about the effects of the opioid epidemic on our families and communities and have developed and implemented an approach to combat the abuse of prescription opioid medication, which we describe below and elsewhere in this proxy statement. With this in mind, we believe that the proposal is not an appropriate response to the opioid epidemic facing our country, which we are actively working with other stakeholders to solve.The proposal's blanket policy would impose a broad and indiscriminate restriction.The proposal would require that, when setting senior executive incentive compensation, the Board not adjust any financial performance metric for legal or compliance costs. By imposing a blanket prohibition, the proposal would prevent consideration of factors, such as whether we prevailed in any litigation or whether compliance efforts reflect a non-recurring and out of the ordinary expense. Also, the proposal's definition of "legal and compliance costs" is so broad that it encompasses costs related to all of the products we distribute, not just prescription opioid medication. As such, we believe that this broad and indiscriminate restriction reflects an inappropriate standard that would not serve as an inducement for effective leadership by our executives and could apply far beyond its stated objective, and that the Company and its stockholders are best served if the Board maintains the flexibility to assess whether or not legal and compliance costs should affect senior executive incentive compensation.Also, we believe that the proposal's blanket policy is not an appropriate response to the opioid epidemic facing our country. Our Board and the entire AmerisourceBergen team care deeply about the harm opioid abuse is inflicting on our families and communities. We are working to help solve this complex national public health crisis. We understand and take seriously our responsibility to maintain a rigorous anti-diversion program, while ensuring that medications are available for those patients who need them. With this responsibility in mind, we have developed and implemented an approach to combat opioid abuse around four core pillars: ensuring safe and secure distribution, maintaining operational integrity, advocating for the highest regulatory standards, and community outreach. We have a sophisticated diversion control program through which we provide daily reports directly to the Drug Enforcement Administration about the quantity, type and receiving pharmacy of every order of controlled substances we distribute, including opioids, and we stop any orders deemed suspicious. More information about the history of the Board's engagement in responding to the opioid epidemic can be found in the Oversight of Controlled Substances section on page 8 of this proxy statement and on our website at http://www.amerisourcebergen.com/abcnew/fighting-the-opioid-epidemic.Executive pay decisions are aligned with performance and long-term stockholder interests.The purpose of our executive compensation program is to attract, motivate and retain the individuals who lead our Company and to align their interests with the long-term interests of our stockholders. The Compensation Committee uses performance metrics, which include non-GAAP financial measures, for incentive pay that are designed to correlate with the way we evaluate our operational results and reflect measures of performance that drive returns for our stockholders.program. We have consistently excluded certain litigationfinancial gains and charges, from these non-GAAP financial measures because we doincluding those related to litigation, that are not consider certain matters indicative of our ongoing operating performance due to their inherentbecause they are outside the control of the Company, inherently unusual, non-operating, unpredictable, non-cash or non-recurring nature.non-recurring. We believe these adjustments are appropriate whenfor incentivizing executives to make decisions that are aligned with the long-term interests of stockholders, sinceshareholders because litigation and other one-time gains and charges may be unrelated to management performance or may reflect decisions made by an earlier management team. For example, in calculating fiscal 2018 adjusted earnings per share, the Company reduced its GAAP earnings per share by twelve cents to exclude the gains it received from antitrust litigation settlements because the gains related to class action lawsuits that are not filed or controlled by the Company.In addition to financial performance,evaluatesis also committed to holding our management team accountable for events within its control and maintains a process to consider the use of discretion for adjustments related to significant, non-recurring financial events, as appropriate. The Compensation Committee recognizes that certain events, such as the impact from the opioid litigation settlement accrual, should be reflected in final compensation decisions, and behavioris committed to both ensuring that the financial outcomes of each executive when determining incentive compensation to ensure that our executives are acting consistent with the values set forthbusiness and shareholders remain in our Code of Ethicsalignment and Business Conduct. providing transparency in this process.stockholders.shareholders. In addition, the provisions allowing for the forfeiture and clawback of annual cash bonuses and equity awards set forth in our Omnibus Incentive Plan serve as a means to redress detrimental behavior by current and former executives, and we have a Clawback DisclosureCompensation Recoupment Policy, as described on page 4456 of this proxy statement.73Other Information|20192022 AmerisourceBergen Proxy | TransparencySHAREHOLDER PROPOSALSaccountabilityother responsive actions taken by the Compensation Committee were intended to better reflect the shareholder experience related to the magnitude of the opioid litigation settlement accrual recorded in fiscal year 2020. For more information regarding our 2021 shareholder engagement and the changes made to our executive compensation.disclosebelieve that the adjustments made between GAAPpolicy set forth by Proposal 5 is not needed to enhance the Board’s and non-GAAP financial measures for metrics used in ourthe Compensation Committee’s ability to effectively and efficiently administer the Company’s incentive compensation program. The Proposal’s suggestion that the Board make exceptions to the application of the policy in individual cases runs counter to the Board’s and Compensation Committee also has discretionCommittee’s philosophy that executive officers should typically be compensated based on achievement of the same pre-determined financial metrics that are used to lower payouts of executive compensation. Ifevaluate the Company’s performance. Given the Compensation Committee determines that any such adjustments are required, those adjustments are disclosedCommittee’s demonstrated actions to the extent they are made to the compensation of a named executive officer. Further, we have committed to publicly disclose incentive compensation forfeitures and repayments from our officers under our Clawback Disclosure Policy, as discussed on page 44 of this proxy statement. We also hold an annual "say-on-pay" vote to provide more direct and immediate insight into our stockholders' views on ouralign executive compensation program. Inand performance outcomes through the exercise of negative discretion, and the commitment to exercise discretion as appropriate for future events within management’s control, we do not believe that this regard,proposal would improve the Board’s and the Compensation Committee’s current ability to consider and account for significant one-time factors in making executive compensation of our named executive officers was overwhelmingly approved by stockholders in 2016, 2017 and 2018 with approximately 95% of stockholders approving our "say-on-pay" resolution in each of those years.ConclusionBoard orBoard’s and the Compensation Committee'sCommittee’s ability to design and administer the incentive compensation program. We also believe that the proposal is not an appropriate response to the opioid epidemic facing our country. Further, we believe our incentive compensation program is aligned appropriately with performance and long-term stockholdershareholder interests.stockholdersshareholders and therefore recommends a vote AGAINST its adoption. 189stockholderproposal as it believes it is not in the best interest of the Company or its shareholders. 19120182021 (without exhibits or documents incorporated by reference therein), are available without charge to stockholdersshareholders upon written request to the Corporate and Investor Relations Department, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook,1 West First Avenue, Conshohocken, Pennsylvania 19087,19428, by calling (610) 727-7000 or via the Internet atinvestor.amerisourcebergen.com.investor.amerisourcebergen.com.ABOUT THE 2019 ANNUAL MEETING OF STOCKHOLDERS AND VOTING AT THE MEETING20192022 Annual Meeting of StockholdersShareholders to be held on February 28, 2019,March 10, 2022, and at any adjournments thereof. Our Annual Report on Form 10-K for the fiscal year ended September 30, 20182021 accompanies this notice and proxy statement, but is not incorporated as a part of the proxy statement and is not to be regarded as part of the proxy solicitation material.meeting in person.18, 2019,27, 2022, we are mailing to our record and beneficial stockholdersshareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials over the Internet and vote online. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of our proxy materials by mail unless you request one. If you wish to receive a printed copy of our proxy materials for the742019 AmerisourceBergen Proxy |Other Information2019 2022 Meeting of Stockholders,Shareholders, you should follow the instructions for requesting those materials included in the Notice of Internet Availability of Proxy Materials.December 31, 2018,January 10, 2022, which is the record date. You are entitled to one vote for each share of Common Stock that you own. As of December 31, 2018,January 10, 2022, we had 211,025,394209,074,937 shares of Common Stock outstanding. 193December 31, 2018,January 10, 2022, the record date. These shares include:■stockholdershareholder of record.■stockholdershareholder of record. These are shares that are held for you through a broker, trustee or other nominee such as a bank, including shares purchased through any 401(k) plan or our employee stock purchase plan.before the meeting?stockholdershareholder of record, you have three options for voting and submitting your proxy before the meeting:■www.envisionreports.com/ABCwww.virtualshareholdermeeting.com/ABC2022..▪■1-800-652-VOTE (8683).1-800-690-6903 in advance of the meeting.■www.edocumentview.com/ABCwww.proxyvote.com and may vote by completing and signing the voting instruction form that the bank, broker or other nominee will provide to you, or by using telephone or Internet voting arrangements described on the voting instruction form or other materials that the bank, broker or other nominee will provide to you.May I vote at the meeting?You may vote your shares at the meeting if you attend in person. If you hold your shares through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting.Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. You may vote by proxy over the Internet, by telephone or by mail.stockholdershareholder of record, you may revoke your proxy at any time before the polls close at the meeting. You may revoke your proxy by:■■Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook,1 West First Avenue, Conshohocken, Pennsylvania 1908719428 in writing that you are revoking your proxy before it is voted at the meeting. 75Other Information|2019 AmerisourceBergen Proxy■■2:0011:59 p.m., Eastern Time, on February 28, 2019.■Voting at the meeting if you are the stockholder of record.■Voting at the meeting if you are the beneficial owner and have obtained a legal proxy from your bank or broker.■nineten nominees for director named on page 129 of this proxy statement;■2019;2022;■■AgainstO eachther InformationstockholderAmerisourceBergen Corporation Omnibus Incentive Plan as described in this proxy statement; that is set forth in this proxy statement, andif properly presented at the 20192022 Annual Meeting; and■stockholdershareholder of record, you may contact our transfer agent, Computershare, at 1-800-522-6645.stockholdershareholder and do not provide a proxy, you must attend the meeting in order to vote your shares.stockholdersshareholders ask questions at the meeting?stockholders'shareholders’ questions of general interest at the end of the meeting. In order tomeeting and questions may also be eligible to ask questions atsubmitted in advance. You may submit a question in advance of the meeting you mustat www.proxyvote.com after logging in with your Control Number. Questions may be able to establish that you are a stockholder either as of December 31, 2018 or as ofsubmitted during the date of the meeting.Annual Meeting through www.virtualshareholdermeeting.com/ABC2022762019 AmerisourceBergen Proxy |Other InformationDecember 31, 2018January 10, 2022 must be present in person or by proxy at the meeting. This is referredorder to asconstitute a quorum. Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy over the Internet, by telephone or by mail. Shares voted by banks or brokers on behalf of beneficial owners are also counted as present at the meeting. In addition, abstentions and broker non-votes will be counted for purposes of establishing a quorum with respect to any matter properly brought before the meeting. Broker non-votes occur on a matter when a bank or broker is not permitted under applicable rules and regulations to vote on a matter without instruction from the beneficial owner of the underlying shares and no instruction has been given."for"“for” a director exceed the number of votes cast "against"“against” that director. Abstentions and broker non-votes are disregarded when determining if a majority of the votes have been cast in favor of a director.■ 195;ther Information | 2022 AmerisourceBergen Proxy■■stockholdershareholder proposals set forth in this proxy statement, if properly presented at the 20192022 Annual Meeting (Items 45 and 56 on the Proxy Card); and■5, and will have the effect of negative votes.6. Under NYSE rules, Item 2 is considered a routine matter on which brokers will be permitted to vote in their discretion even if the beneficial owners do not provide voting instructions. However, Items 3 4 and 5through 6 are not considered routine matters under NYSE rules, and brokers will not be permitted to vote on Items 3, 4, 5 and 56 unless the beneficial owners provide voting instructions. Broker non-votes will not be counted toward the tabulation of votes on Items 3, 4, 5 and 5.20192022 Annual Meeting of Stockholders.Shareholders. However, if any other matter should properly come before the 20192022 Annual Meeting of Stockholders,Shareholders, the enclosedaccompanying proxy confers discretionary authority with respect to such matter.$11,500,$12,000, plus expenses, for 77Other Information|2019 AmerisourceBergen Proxystockholdersshareholders for such service.20192022 Annual Meeting of Stockholders. It has been customary for ourShareholders and all directors are expected to attend our annual meetings.meetings pursuant to our governance principles. All of our directors attended the 20182021 Annual Meeting of Stockholders.
Nomination of Directors, and Other Business of ShareholdersREQUIREMENTS FOR SUBMISSION OF PROXY PROPOSALS,NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERSStockholderShareholder Proposals for Inclusion in the 2020 proxy statement.2023 Proxy Statement. Any shareholder proposal of a stockholder that is intended to be presented by such stockholdershareholder at AmerisourceBergen's 2020AmerisourceBergen’s 2023 Annual Meeting of StockholdersShareholders must be received in writing by September 20, 201930, 2022 in order to be considered for inclusion in the 20202023 proxy statement and the form of proxy relating to the 20202023 meeting. All proposals should be submitted, along with proof of ownership of AmerisourceBergen Common Stock in accordance with SEC Rule 14a-8(e)(2), to: Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook,1 West First Avenue, Conshohocken, PA 19087. Stockholder19428. Shareholder proposals must comply with SEC Rule 14a-8, Delaware law and our bylaws. Failure to deliver a proposal by these means may result in it not being deemed timely received.StockholderShareholder Proposals for Presentation at the 20202023 Annual Meeting of Stockholders.Shareholders. Stockholders Shareholders of record who do not submit a proposal for inclusion in AmerisourceBergen'sAmerisourceBergen’s proxy materials under SEC20202023 Annual Meeting of StockholdersShareholders must provide advance written notice to us in accordance with our bylaws. Our bylaws set forth the procedures that must be followed and the information that must be provided in order for a stockholdershareholder to nominate a person for election as director or to introduce an item of business at the 20202023 Annual Meeting of Stockholders.Shareholders. We must receive notice of your intention to introduce a nomination or other item of business at the 20202023 Annual Meeting of StockholdersShareholders no earlier than October 31, 2019November 9, 2022 and no later than November 30, 2019.December 9, 2022. Such notice should be addressed to Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook,1 West First Avenue, Conshohocken, PA 1908719428, and must include the information set forth in our bylaws. You may obtain a copy of our bylaws upon request by writing to the Secretary at our principal executive offices. The proxy solicited by our Board of Directors for the 20202023 Annual Meeting of StockholdersShareholders will confer discretionary authority with respect to any such proposal.20192023 Annual Meeting of StockholdersShareholders may refuse to allow the transaction of any business or acknowledge the nomination of any person not made in compliance with the procedures set forth for such matters in our bylaws.StockholderShareholder Proposals for the 20202023 Annual Meeting of Stockholders.Shareholders. Eligible stockholdersshareholders who do not seek to use the advance notice provisions for nomination of directors in Section 2.03(c) of our bylaws, but who instead intend to nominate a person for election as director under the proxy access provision in our bylaws must comply with the provisions of and provide notice to us in accordance with Section 3.16 of our bylaws. That Section sets forth the stockholdershareholder eligibility requirements and other procedures that must be followed and the information that must be provided to us in order for an eligible stockholdershareholder to have included in our proxy materials for the 20202023 Annual Meeting of StockholdersShareholders up to two nominees for election as director at the Annual Meeting of Stockholders.Shareholders. We must receive the required notice and information specified in Section 3.16 no earlier than August 21, 201931, 2022 and no later than September 20, 2019.30, 2022. Such notice should be addressed to Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087.1 West First Avenue, Conshohocken, PA 19428. You may obtain a copy of our bylaws upon request by writing to the Secretary at our782019 AmerisourceBergen Proxy |Other Information20202023 Annual Meeting of StockholdersShareholders will confer discretionary authority with respect to any such nomination.StockholderShareholder Communications. Stockholder Shareholder communications may be submitted at any time in writing to: Hyung J. Bak,Kourosh Q. Pirouz, Vice President, Associate General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook,1 West First Avenue, Conshohocken, PA 19087. Stockholder19428. Shareholder communications are communications from any stockholdershareholder to the Board of Directors, any committee or any director on matters that relate reasonably to their respective duties and responsibilities. StockholderShareholder communications do not include stockholdershareholder proposals (discussed above) and stockholdershareholder recommendations for director nominee candidates (discussed under "Corporate“Corporate Governance and Related Matters—StockholderShareholder Engagement—StockholderShareholder Recommendations for Director Nominees"Nominees”). AmerisourceBergen'sAmerisourceBergen’s Secretary will determine, in his good faith judgment, which stockholdershareholder communications will be relayed to the Board of Directors, any committee or any director. 7997TO NON-GAAP RECONCILIATION Fiscal Year Ended September 30, 2021 (In thousands, except per share data) Gross
Profit Operating
Income Diluted
Earnings
Per Share GAAP $ 6,943,228 $ 2,354,197 $ 7.39 Gains from antitrust litigation settlements (168,794) (168,794) (0.58) LIFO credit (203,028) (203,028) (0.70) Acquisition-related intangibles amortization — 176,221 0.58 Employee severance, litigation and other(1) — 471,911 1.84 Impairment of non-customer note receivable — — 0.07 Gain on remeasurement of equity investment — — (0.31) Goodwill impairment — 6,373 0.03 Impairment of assets — 11,324 0.05 Certain discrete tax benefits(2) — — (0.10) Tax reform(3) — — 0.98 Adjusted Non-GAAP $ 6,571,406 $ 2,648,204 $ 9.26(4)
Fiscal Year Ended September 30, 2018 Gross
Profit Operating
Income Diluted
Earnings
Per Share $ 4,612,317 $ 1,443,685 $ 7.53 (35,938 ) (35,938 ) (0.12 ) 67,324 67,324 0.22 61,129 66,204 0.22 22,000 22,000 0.07 — 59,684 0.10 — 174,751 0.56 — 183,520 0.28 — — 0.19 — — 0.14 — — 0.08 — — (2.78 ) $ 4,726,832 $ 1,981,230 $ 6.49 (1)Includes impact of applying a lower U.S. federal income tax ratedeductions resulting from the permanent shutdown of the PharMEDium business.Company's netcurrency remeasurement of the related deferred tax liabilities asassets, which is recorded within Other Income, Net.December 31, 2017, offset in part by a one-time transition tax on historical foreign earnings and profits through December 31, 2017.the components does not equal the total due to rounding.20182021 adjusted free cash flow of $1,676.3$2,087.5 million consisted of net cash provided by operating activities of $1,411.4$2,666.6 million, plus $637.2$27.9 million in cash payments made relating to unfavorable legal settlements, minus $35.9$168.8 million in cash payments received related to favorable legalgains from antitrust settlements, and minus capital expenditures of $336.4$438.2 million.Company'sCompany’s operating performance, to perform financial planning, and to determine incentive compensation. Therefore, the Company believes that the presentation of non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors. The presented non-GAAP financial measures exclude items that management does not believe reflect the Company'sCompany’s core operating performance because such items are outside the control of the Company or are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash. We have included the following non-GAAP earnings-related financial measures in this proxy statement:■profit:profit: Adjusted gross profit is a non-GAAP financial measure that excludes the gain from antitrust litigation settlements, certain PharMEDium remediation costs, LIFO expense, and costs related to the New York State Opioid Stewardship Act. Gaingains from antitrust litigation settlements and LIFO expensecredit. Gains from antitrust litigation settlements and LIFO credit are excluded because the Company cannot control the amounts recognized or timing of these items. PharMEDium remediation costs are excluded because they are unpredictable and non-recurring expenses. The New York State Opioid Stewardship Act assessment (for the period covering January 1, 2017 through September 30, 2018) is excluded because it is not expected to be a normal, recurring operating expenditure of the Company, as the Company's distribution model has been revised to substantially eliminate the expense in future periods. Management believes that this non-GAAP financial A-1Appendix A|2019 AmerisourceBergen ProxyCompany'sCompany’s ongoing operating performance. The gainGains from antitrust litigation settlements relates to the settlement of class action lawsuits that have been filed against brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions 1A-1The PharMEDium remediation costs relate to costs incurred in connection with suspended production activities following U.S. Food and Drug Administration inspections. LIFO expensecredit is affected by changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences. The New York State Opioid Stewardship Act, which went into effect on July 1, 2018, established an annual $100 million fund and requires manufacturers, distributors, and importers to ratably share the assessment based upon opioids sold or distributed to or within New York state.■ and adjusted operating income margin:: Adjusted operating income is a non-GAAP financial measure that excludes the gaingains from antitrust litigation settlements, PharMEDium remediation costs, LIFO expense, costs related to the New York State Opioid Stewardship Act, goodwill impairment charge,credit, acquisition-related intangibles amortization, and employee severance, litigation and other. Adjusted operating income margin is the ratio of adjusted operating income to total revenue.Theother, goodwill impairment, charge and acquisition-relatedimpairment of assets. In the fiscal year ended September 30, 2021, employee severance, litigation, and other included a $147.7 million legal expense accrual related to our proposed opioid litigation settlements. Acquisition-related intangibles amortization areis excluded because they areit is a non-cash itemsitem and the amortization does not reflect the operating performance of the acquired companies. We exclude employee severance amounts that relate to unpredictable and/or non-recurring business restructuring.restructurings. We exclude the amount of litigation settlements and other expenses, such as the accrual related to opioid lawsuits and investigations, as well as PharMEDium remediation costs,goodwill impairment and the impairment of assets, that are unusual, non-operating, unpredictable, non-recurring or non-cash in nature because we believe these exclusions facilitate the analysis of our ongoing operational performance. Management believes that these non-GAAP financial measures are useful to investors as a supplemental way to evaluate the Company's performance because the adjustments are unusual, non-operating, unpredictable, non-recurring or non-cash in nature.■share:share: Adjusted diluted earnings per share excludes the per share impact of adjustments, including gaingains from antitrust litigation settlements; LIFO expense; PharMEDium remediation costs; costs related to the New York State Opioid Stewardship Act; goodwill impairment charge;credit; acquisition-related intangibles amortization; employee severance, litigation, and other; loss on consolidation of equity investments; impairment of non-customer notenot receivable; gain on remeasurement of an equity investment; goodwill impairment; and loss on early retirementimpairment of debt;assets; in each case net of the tax effect calculated using the applicable effective tax rate for those items. In addition,The per share impact of certain discrete tax benefits primarily attributable to the income tax deduction recognized in connection with the permanent shutdown of the PharMEDium business and the per share one-time impact of U.S.certain benefits relating to tax reform isreforms in the UK and Switzerland are also excluded from adjusted diluted earnings per share. U.S. tax reform includes a benefit from applying a lower U.S. federal income tax rate toshare for the Company's net deferred tax liabilities as of December 31, 2017, offset in part by a one-time transition tax on historical foreign earnings and profits through December 31, 2017.fiscal year ended September 30, 2021. Management believes that this non-GAAP financial measure is useful to investors because it eliminates the per share impact of the items that are outside the control of the Company or that we consider to not be indicative of our ongoing operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring, or non-cash nature. Management believes that adjusted diluted shares outstanding is useful to investors because it facilitates the calculation of adjusted diluted earnings per share.■flow:flow: For the Company, adjusted free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, excluding other significant unpredictable or non-recurring cash payments or receipts relating to legal settlements, minus capital expenditures. Management believes that this non-GAAP financial measure is useful to investors because it eliminates the impact of items that are inherently unusual, unpredictable, and non-recurring in nature.Pharmaceutical Distribution & Strategic Global Sourcing businessesPlan, the following terms shall be defined as follows:Global Commercialization Services & Animal Health businesses,Company (or any Parent or Subsidiary), including nonsolicitation, noncompetition or invention assignment provisions in the applicable Award Agreement (iii) any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any of its affiliated corporations) (iv) any other willful misconduct adversely affecting the business or affairs of the Company (or any its affiliated corporations) or (v) material failure to comply with the Company’s code of conduct or employment policies; provided, however, if “Cause” is defined in an employment or other written agreement between the Company (or any Parent or Subsidiary) and the Participant, then Cause shall have the meaning assigned to such term in such employment or other agreement. 1B-1 1B-3netthe Administrator deems appropriate and in the best interests of the Company, (vi) to amend the terms and conditions of an Award after the granting thereof to a Participant (including accelerating the exercisability, vesting or payment of an Award and/or extending the period of time for which a Stock Option or Stock Appreciation Right is to remain exercisable following the Participant’s cessation of Service), (vii) to provide in an Award Agreement for forfeiture of all or part of an Award, whether or not such Award has become exercisable, nonforfeitable or earned or has previously been exercised, as the case may be, and to determine the terms and conditions of such forfeiture, which terms and conditions may include, but are not limited 1B-5 1B-7 1B-9 1B-11operating activitiesthe Company (or any Parent or Subsidiary). 1B-13businesses, minus capital expenditures forAward Agreement or adopt policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the applicable businesses.A-2
. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose oneAdministrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the voting methods outlined belowCode and/or preserve the intended tax treatment of the benefits provided with respect to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submittedthe Award, or (b) comply with the requirements of Section 409A of the Code. 1B-15![[MISSING IMAGE: tm2133602d1-px_page1bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-px_page1bw.jpg)
or telephone must be receivedto transmit your voting instructions and for electronic delivery of information. Vote by 2:00 PM11:59 p.m. Eastern Time on February 28, 2019.March 9, 2022 for shares held directly and by 11:59 p.m. Eastern Time on March 7, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/ABC2022You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by Internet • Go11:59 p.m. Eastern Time on March 9, 2022 for shares held directly and by 11:59 p.m. Eastern Time on March 7, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to www.envisionreports.com/ABC • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNETProcessing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR TELEPHONE, FOLD ALONG THE PERFORATION,BLACK INK AS FOLLOWS: D64787-P64905-Z81586 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THE BOTTOMTHIS PORTION IN THE ENCLOSED ENVELOPE. q A Proposals The Board of Directors recommends a vote FOR all the listed nominees and FOR proposals 2 and 3. + 1. Election of Nine Directors. 1.1 Ornella Barra For Against Abstain For Against Abstain For Against Abstain 1.2 StevenONLY 1a.Ornella Barra!!!ForAgainstAbstain1b.Steven H. Collis 1.3 D. Mark Durcan 1.4 Richard W. Gochnauer 1.5 Lon R. Greenberg 1.6 Jane E. Henney, M.D. 1.7 Kathleen W. Hyle 1.8 Michael J. Long 1.9 Henry W. McGee For Against Abstain ForAgainst Abstain Collis!!!2. Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2019. 3. Advisory2022.!!!1c.D. Mark Durcan!!!3.Advisory vote to approve the compensation of named executive officers.!!!1d.Richard W. Gochnauer!!!4.Approval of the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan.!!!1e.Lon R. Greenberg!!!The Board of Directors recommends ayou vote AGAINST proposals 4 and 5. For Against Abstain ForAgainst Abstain 4. Stockholder proposal, if properly presented, to permit stockholders to act by written consent. AGAINSTForAgainstAbstain1f.1g.Jane E. Henney, M.D.Kathleen W. Hyle!!!!!!5. Stockholder proposal, if properly presented, to urge the Board to adopt a policy that no financial performance metric be adjusted to exclude legal or compliance costs in determining executive compensation. B Authorized Signatures This section must be completed!!!1h.Michael J. Long!!!6.Stockholder proposal, if properly presented, regarding the threshold for yourcalling a special meeting.!!!1i.1j.Henry W. McGeeDennis M. Nally!!!!!!NOTE: In their discretion, the proxy holders may vote to be counted. Date and Sign Below Note: Please date this proxy, sign your name exactlyon such other business as it appears hereon, and return it promptly usingmay properly come before the enclosed postage paid envelope. Joint owners should each sign. When signing as attorney, executor, administrator, trusteemeeting or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 P C F 02Y9QG Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION
. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q![[MISSING IMAGE: tm2133602d1-px_page2bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-008305/tm2133602d1-px_page2bw.jpg)
— AmerisourceBergen Corporation + PROXY FOR ANNUAL MEETING OF STOCKHOLDERS February 28, 2019 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS KNOW ALL MEN BY THESE PRESENTS, thatMaterials for the Annual Meeting: The Notice and Proxy Statement, Letter to Stockholders and Annual Report on Form 10-K are available at www.proxyvote.com.D64788-P64905-Z81586AMERISOURCEBERGEN CORPORATIONAnnual Meeting of Stockholders March 10, 2022 3:30 PMThis proxy is solicited by the Board of DirectorsThe undersigned stockholder of AMERISOURCEBERGEN CORPORATION,AmerisourceBergen Corporation, a Delaware corporation, does hereby constitute and appointappoints Steven H. Collis, John G. ChouElizabeth S. Campbell, and Hyung J. Bak,Kourosh Q. Pirouz, or any one of them, as proxies, each with fullthe power to act aloneappoint his substitute, and hereby authorizes them to represent and to designate substitutes,vote, as designated on the true and lawful attorneys and proxiesreverse side of the undersigned for and in the name and steadthis ballot, all of the undersigned, to vote all shares of Common Stock of AMERISOURCEBERGEN CORPORATION whichthat the undersigned would bestockholder is entitled to vote if personally present at the Annual Meeting of Stockholders to be held virtually at The Sofitel, 120 South 17th Street, Philadelphia, Pennsylvania 19103,3:30 PM, EST on February 28, 2019March 10, 2022, at 2:00 p.m., Eastern Time,www.virtualshareholdermeeting.com/ABC2022 and at any and all adjournments and postponements thereof. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSALS 4 AND 5.adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If other matters properly come before the meeting, the persons named inno such direction is made, this proxy will vote in their discretion. (Continued onbe voted FOR the reverse side. Mustelection of the nominees, FOR proposals 2, 3 and 4, and AGAINST proposals 5 and 6.Continued and to be signed and dated on the reverse side) YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. + IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
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