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.
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