CENCORA INC (COR)
Sector: Health Care
2026 Annual Meeting Analysis
CENCORA INC · Meeting: March 5, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with strong financial and healthcare executive credentials; joined October 2023 (within 5 years); no overboarding concerns; TSR trigger does not apply given COR's 3-year return of +138.4% is +107.8pp above the peer median, well below the 50pp underperformance threshold needed to trigger a No vote.
Independent director with deep pharmaceutical industry experience; joined October 2024 (within 24 months, exempt from TSR trigger); holds one other public board seat (Revolution Medicines), well within the policy limit of three.
Independent director who joined January 2026; exempt from the TSR trigger as a new director within 24 months; currently serves as CEO of Lincoln National and holds one outside public board seat (Lincoln National), which is within policy limits for a sitting CEO (one outside board permitted); strong financial and risk oversight credentials.
Independent Board Chair since October 2025; director since September 2015; COR's strong 3-year TSR of +138.4% outperforms the peer median by +107.8pp, so the TSR underperformance trigger does not apply; holds one other public board seat (ASML), within policy limits.
Independent director since May 2013; age-extension approved by board for one additional year; no outside public board seats; TSR trigger does not apply given COR's strong outperformance; long tenure brings institutional knowledge during a period of board transition.
Independent director since October 2022; holds one other public board seat (Revolution Medicines), within policy limits; strong financial literacy and healthcare credentials; TSR trigger does not apply.
Executive director and CEO since October 2024; holds no outside public board seats, satisfying the policy limit of one for a sitting CEO; COR's strong 3-year TSR outperformance means the TSR trigger does not apply; Say on Pay recommendation is independently evaluated under Proposal 2.
Independent director since January 2023; no outside public board seats; strong healthcare expertise as President of Johns Hopkins Hospital; TSR trigger does not apply.
Independent director since January 2020; holds one other public board seat (Morgan Stanley), within policy limits; extensive accounting and financial expertise as former PricewaterhouseCoopers chairman; TSR trigger does not apply.
Independent director since June 2025; exempt from TSR trigger as a director within 24 months; holds two other public board seats (Eaton Corporation and Norfolk Southern), which is within the three-seat policy limit for non-executive directors; strong executive leadership credentials.
Independent director since October 2023; no outside public board seats; strong financial literacy and risk oversight credentials; TSR trigger does not apply.
All 11 director nominees receive a FOR recommendation. Cencora's 3-year total shareholder return of +138.4% outperforms the disclosed compensation peer group median by +107.8 percentage points, which is well above the strong-positive-TSR threshold and eliminates the TSR underperformance trigger for all directors. No director has overboarding concerns, no non-independent directors serve on audit or compensation committees, and all directors attended at least 75% of meetings. Two directors (Cooper and Ryerkerk) joined within the past 24 months and are exempt from the TSR trigger as new directors. Ellen Cooper holds a sitting CEO role but has only one outside board seat (Cencora), meeting the policy's one-outside-board limit for sitting CEOs.
Say on Pay
✓ FORCEO
Robert P. Mauch
Total Comp
$18,256,227
Prior Support
93%%
The prior year say-on-pay vote received approximately 93% support, well above the 70% threshold that would require visible remediation. CEO Robert Mauch's total reported compensation of approximately $18.3 million is reasonable for the CEO of a $68.6 billion market cap healthcare distributor, with approximately 91% of his target pay being variable or performance-linked — well above the 50-60% threshold the policy favors. Pay-for-performance alignment is strong: Cencora delivered 40% total shareholder return in fiscal 2025 and a 3-year return of +138.4%, outperforming the peer group median by over 100 percentage points, and performance share awards use multi-year metrics (3-year EPS compound growth rate and average return on invested capital) with a relative TSR modifier requiring above-median performance for target payout. The company also maintains a robust clawback policy covering both cash and equity awards.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose EY's tenure or specific fee amounts in the extracted text, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed — under policy, an unconfirmed tenure trigger does not fire and we vote FOR. EY is a Big 4 firm fully appropriate for a $68.6 billion market cap company. No material restatements are disclosed. The audit committee is composed entirely of independent directors with demonstrated financial expertise.
Actual Vote Results
Meeting held March 5, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Lori J. Ryerkerk | 100.0% | 168.5M | 68,254 | ✓ Elected |
| Frank K. Clyburn | 99.9% | 168.5M | 93,528 | ✓ Elected |
| Robert P. Mauch | 99.9% | 168.5M | 96,062 | ✓ Elected |
| Ellen G. Cooper | 99.9% | 168.4M | 178,990 | ✓ Elected |
| D. Mark Durcan | 99.3% | 167.5M | 1.1M | ✓ Elected |
| Lauren M. Tyler | 99.1% | 166.9M | 1.6M | ✓ Elected |
| Redonda G. Miller, M.D. | 99.1% | 166.9M | 1.6M | ✓ Elected |
| Lorence H. Kim, M.D. | 98.9% | 166.8M | 1.8M | ✓ Elected |
| Werner Baumann | 98.5% | 166.1M | 2.5M | ✓ Elected |
| Dennis M. Nally | 98.5% | 166.0M | 2.6M | ✓ Elected |
| Lon R. Greenberg | 96.9% | 163.3M | 5.3M | ✓ Elected |
Broker non-votes: 9.7M
Say on Pay
For 156.9M · Against 11.4M · Abstain 427,407
Auditor Ratification
For 165.7M · Against 12.6M · Abstain 116,893
Overall Assessment
The 2026 Cencora annual meeting presents a clean ballot with no significant governance concerns. All three standard proposals — director elections, say-on-pay, and auditor ratification — receive FOR recommendations, supported by Cencora's exceptional stock performance (3-year TSR of +138.4%, outperforming peers by over 100 percentage points), a well-structured pay program with strong performance linkage and 93% prior-year say-on-pay support, and a highly independent and recently refreshed board with eight of eleven directors joining in the past five years.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing