Cover
Cover | 12 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Cencora, Inc. |
Entity Central Index Key | 0001140859 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) $ / shares | |
Pay vs Performance Disclosure | |||
Pay vs Performance Disclosure, Table | Year Summary (1)(2) Compensation (1)(3) Average (1)(2) Average (1)(3) Value of initial fixed $100 (4) Net Adjusted (5) Total Peer group (4) Fiscal 2023 17,511,240 33,835,589 5,086,164 8,310,891 193.34 128.13 1,733 11.99 Fiscal 2022 16,735,752 26,067,277 4,449,340 6,444,163 143.70 118.43 1,667 11.03 Fiscal 2021 14,873,815 39,787,688 4,602,193 10,407,833 125.20 122.56 1,545 9.26 (1) Steven H. Collis served as the Company’s PEO for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are as follows: for fiscal 2023, James F. Cleary, Robert P. Mauch, Gina K. Clark, and Elizabeth S. Campbell; for fiscal 2022, James F. Cleary, Robert. P. Mauch, Gina K. Clark, and Silvana Battaglia; and for fiscal 2021, James F. Cleary, Robert P. Mauch, Gina K. Clark, and John G. Chou. (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for the Company’s PEO for each corresponding fiscal year in the “Total” column of the SCT. The dollar amounts reported in column (d) are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the SCT. Refer to the SCT set forth on page 62 of this proxy statement for further detail. (3) The dollar amounts reported in columns (c) and (e) represent the amounts of CAP to PEO and average CAP to Non-PEO NEOs, respectively. CAP does not necessarily represent cash and/or equity value transferred to the PEO or applicable Non-PEO NEO without restriction, but rather is a value calculated in accordance with applicable SEC rules. CAP reflects the exclusions and inclusions of certain amounts as set forth below. As the Company does not have a defined benefit plan, no adjustments for pension benefits are included in the below tables. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the SCT. Year SCT total for Exclusion of Inclusion of CAP Fiscal 2023 17,511,240 (12,500,174 ) 28,824,523 33,835,589 Fiscal 2022 16,735,752 (11,250,120 ) 20,581,645 26,067,277 Fiscal 2021 14,873,815 (10,500,201 ) 35,414,074 39,787,688 Year Average Average Average Average Fiscal 2023 5,086,164 (3,125,162 ) 6,349,889 8,310,891 Fiscal 2022 4,449,340 (2,525,163 ) 4,519,986 6,444,163 Fiscal 2021 4,602,193 (2,550,086 ) 8,355,726 10,407,833 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year Year-end fair Plus, Plus, Plus, Minus, Plus, Total – Fiscal 2023 14,972,771 7,221,775 211,618 6,418,359 — — 28,824,523 Fiscal 2022 11,642,181 5,727,847 — 3,211,617 — — 20,581,645 Fiscal 2021 15,030,404 11,804,432 — 8,579,238 — — 35,414,074 Year Average Plus, Plus, Plus, Minus, Plus, Total – Fiscal 2023 3,753,521 1,321,780 43,514 1,231,074 — — 6,349,889 Fiscal 2022 2,662,853 1,185,599 — 671,534 — — 4,519,986 Fiscal 2021 3,650,284 2,680,338 — 2,025,104 — — 8,355,726 (4) For purposes of calculating the total shareholder return (“TSR”) for our peer group, the S&P 500 Health Care Index (the “Peer Group TSR”) was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. In accordance with applicable SEC rules, the Peer Group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on September 30, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends. (5) We determined Adjusted Diluted EPS (“Adjusted EPS”) to be the most important financial performance measure used to link Company performance to CAP to the PEO and Non-PEO NEOs in fiscal 2023. This performance measure may not have been the most important financial performance measure for fiscal 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including GAAP to non-GAAP reconciliations. | ||
Company Selected Measure Name | Adjusted dilutedEPS | ||
Named Executive Officers, Footnote | (1) Steven H. Collis served as the Company’s PEO for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are as follows: for fiscal 2023, James F. Cleary, Robert P. Mauch, Gina K. Clark, and Elizabeth S. Campbell; for fiscal 2022, James F. Cleary, Robert. P. Mauch, Gina K. Clark, and Silvana Battaglia; and for fiscal 2021, James F. Cleary, Robert P. Mauch, Gina K. Clark, and John G. Chou. | ||
Peer Group Issuers, Footnote | (4) For purposes of calculating the total shareholder return (“TSR”) for our peer group, the S&P 500 Health Care Index (the “Peer Group TSR”) was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. In accordance with applicable SEC rules, the Peer Group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on September 30, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends. | ||
PEO Total Compensation Amount | $ 17,511,240 | $ 16,735,752 | $ 14,873,815 |
PEO Actually Paid Compensation Amount | $ 33,835,589 | 26,067,277 | 39,787,688 |
Adjustment To PEO Compensation, Footnote | (3) The dollar amounts reported in columns (c) and (e) represent the amounts of CAP to PEO and average CAP to Non-PEO NEOs, respectively. CAP does not necessarily represent cash and/or equity value transferred to the PEO or applicable Non-PEO NEO without restriction, but rather is a value calculated in accordance with applicable SEC rules. CAP reflects the exclusions and inclusions of certain amounts as set forth below. As the Company does not have a defined benefit plan, no adjustments for pension benefits are included in the below tables. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the SCT. Year SCT total for Exclusion of Inclusion of CAP Fiscal 2023 17,511,240 (12,500,174 ) 28,824,523 33,835,589 Fiscal 2022 16,735,752 (11,250,120 ) 20,581,645 26,067,277 Fiscal 2021 14,873,815 (10,500,201 ) 35,414,074 39,787,688 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year Year-end fair Plus, Plus, Plus, Minus, Plus, Total – Fiscal 2023 14,972,771 7,221,775 211,618 6,418,359 — — 28,824,523 Fiscal 2022 11,642,181 5,727,847 — 3,211,617 — — 20,581,645 Fiscal 2021 15,030,404 11,804,432 — 8,579,238 — — 35,414,074 | ||
Non-PEO NEO Average Total Compensation Amount | $ 5,086,164 | 4,449,340 | 4,602,193 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 8,310,891 | 6,444,163 | 10,407,833 |
Adjustment to Non-PEO NEO Compensation Footnote | (3) The dollar amounts reported in columns (c) and (e) represent the amounts of CAP to PEO and average CAP to Non-PEO NEOs, respectively. CAP does not necessarily represent cash and/or equity value transferred to the PEO or applicable Non-PEO NEO without restriction, but rather is a value calculated in accordance with applicable SEC rules. CAP reflects the exclusions and inclusions of certain amounts as set forth below. As the Company does not have a defined benefit plan, no adjustments for pension benefits are included in the below tables. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the SCT. Year Average Average Average Average Fiscal 2023 5,086,164 (3,125,162 ) 6,349,889 8,310,891 Fiscal 2022 4,449,340 (2,525,163 ) 4,519,986 6,444,163 Fiscal 2021 4,602,193 (2,550,086 ) 8,355,726 10,407,833 The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year Average Plus, Plus, Plus, Minus, Plus, Total – Fiscal 2023 3,753,521 1,321,780 43,514 1,231,074 — — 6,349,889 Fiscal 2022 2,662,853 1,185,599 — 671,534 — — 4,519,986 Fiscal 2021 3,650,284 2,680,338 — 2,025,104 — — 8,355,726 | ||
Compensation Actually Paid vs. Total Shareholder Return | PEO and average non-PEO NEO Compensation Actually Paid vs. Company TSR | ||
Compensation Actually Paid vs. Net Income | PEO and average non-PEO NEO Compensation Actually Paid vs. net income | ||
Compensation Actually Paid vs. Company Selected Measure | PEO and average non-PEO NEO Compensation Actually Paid vs. Adjusted EPS | ||
Total Shareholder Return Vs Peer Group | Comparison of cumulative TSR of Cencora and peer group TSR | ||
Tabular List, Table | List of most important financial performance measures The following table presents an unranked list of the most important financial performance measures, including the Company-Selected Measure, used by the Company to link CAP for all NEOs to Company performance for fiscal 2023. Measure Adjusted EPS* Adjusted Operating Income* Adjusted Free Cash Flow* Adjusted ROIC* * Represents a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including required GAAP to non-GAAP reconciliations. | ||
Total Shareholder Return Amount | $ 193.34 | 143.7 | 125.2 |
Peer Group Total Shareholder Return Amount | 128.13 | 118.43 | 122.56 |
Net Income (Loss) | $ 1,733,000,000 | $ 1,667,000,000 | $ 1,545,000,000 |
Company Selected Measure Amount | $ / shares | 11.99 | 11.03 | 9.26 |
PEO Name | Steven H. Collis | ||
Measure:: 1 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted EPS | ||
Non-GAAP Measure Description | (5) We determined Adjusted Diluted EPS (“Adjusted EPS”) to be the most important financial performance measure used to link Company performance to CAP to the PEO and Non-PEO NEOs in fiscal 2023. This performance measure may not have been the most important financial performance measure for fiscal 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including GAAP to non-GAAP reconciliations. | ||
Measure:: 2 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted Operating Income | ||
Measure:: 3 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted Free Cash Flow* | ||
Measure:: 4 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted ROIC | ||
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ (12,500,174) | $ (11,250,120) | $ (10,500,201) |
PEO | Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 28,824,523 | 20,581,645 | 35,414,074 |
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 14,972,771 | 11,642,181 | 15,030,404 |
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 7,221,775 | 5,727,847 | 11,804,432 |
PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 211,618 | 0 | 0 |
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 6,418,359 | 3,211,617 | 8,579,238 |
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | |||
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (3,125,162) | (2,525,163) | (2,550,086) |
Non-PEO NEO | Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 6,349,889 | 4,519,986 | 8,355,726 |
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 3,753,521 | 2,662,853 | 3,650,284 |
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 1,321,780 | 1,185,599 | 2,680,338 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 43,514 | ||
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 1,231,074 | 671,534 | 2,025,104 |
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 0 | 0 | 0 |
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount |