Elizabeth Campbell
About Elizabeth Campbell
Executive Vice President and Chief Legal Officer (CLO) of Cencora (NYSE: COR), appointed effective September 1, 2021, after more than 11 years with the company, including as Deputy General Counsel . She oversees all legal and regulatory teams and serves as primary legal advisor to senior management and the Board; she holds a J.D. from the University of Pittsburgh . During fiscal 2024, Cencora delivered 26.2% TSR, revenue of $294.0B (+12.1% YoY), Adjusted EPS of $13.76 (+14.8% YoY), and adjusted FCF of $3.1B, reflecting execution and growth; FY2025 ended with revenue of $321.3B (+9.3% YoY) and Adjusted EPS of $16.00 (+16.3% YoY) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cencora (formerly AmerisourceBergen) | Senior Vice President & Deputy General Counsel | 11+ years at company (as of 2021) | Led legal teams supporting all businesses and corporate, litigation, labor/employment, and IP matters |
| Private Practice (Philadelphia & Pittsburgh) | Attorney | 10+ years | Broad commercial and litigation experience feeding into in‑house leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No outside directorships or external roles disclosed in filings reviewed |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $670,000 | $721,967 (SCT reported) |
| Target Annual Cash Bonus (% of Base) | 100% | 100% |
| Actual Annual Cash Bonus ($) | $883,730 | $1,155,148 (paid at 160% of target) |
Performance Compensation
Annual Incentive (AIP) – FY2024 Design and Outcome
| Metric | Weight | Target | Result/Payout | Notes |
|---|---|---|---|---|
| Adjusted Operating Income | 40% | Company plan | 151.6% payout | Non‑GAAP metric used for pay decisions |
| Adjusted EPS | 25% | Company plan | 175.0% payout | Non‑GAAP metric |
| Adjusted Free Cash Flow | 25% | $2.1B target | 200.0% payout | |
| ESG Objectives | 10% | Specific targets | Exceeded/Met components; included in total | |
| Total Payout | — | — | 160.0% (after committee discretion) | Paid in cash Q1 FY2025 |
Long‑Term Incentives (LTI) – Structure and 2024 Grants
- Structure: 60% Performance Shares (PSUs), 40% time‑based RSUs; PSUs use a 3‑year period (FY2024–FY2026) with: 75% Compound Annual Adjusted EPS Growth, 25% Average Annual Adjusted ROIC, and a +/-15% relative TSR modifier vs S&P 500 Health Care Providers & Services Industry; negative absolute TSR caps payout at 100% .
- Post‑vest holding: 50% of earned PSUs held for one year (applies to non‑CEO NEOs) .
| Grant | Grant Date | Type | Shares/Target | Grant‑Date Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual LTI | 11/8/2023 | PSUs (target) | 8,233 | $1,620,172 | Earned at end of FY2026 cycle if metrics met |
| Annual LTI | 11/8/2023 | RSUs | 5,489 | $1,080,180 | Ratable over 3 years |
| Leadership Award (Retention) | 3/11/2024 | RSUs | 12,623 | $3,000,235 | Cliff vest on 3/11/2026; no retirement vesting |
PSU Payouts – Prior Cycle
| Cycle | Key Results | Payout | Campbell Shares Earned |
|---|---|---|---|
| FY2022–FY2024 | EPS CAGR 14.11%; Avg. Adjusted ROIC 19.73%; relative TSR 86th percentile | 230% of target | 13,177 shares |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 18,738 shares (<1% of outstanding) as of Nov 30, 2024 |
| Unvested RSUs | 23,432 units (by grant: 11/10/2021: 1,274; 11/9/2022: 4,046; 11/8/2023: 5,489; 3/11/2024: 12,623) |
| Unearned PSUs (at maximum) | 39,873 units (11/9/2022 grant: 20,937; 11/8/2023 grant: 18,936) |
| Options | None exercisable within 60 days; no option awards listed outstanding for Campbell |
| Stock Ownership Guidelines | 3x base salary for NEOs; 5‑year compliance window; all NEOs in compliance at FY2024 year‑end |
| Hedging & Pledging | Hedging prohibited; pledging/margin generally prohibited for executive officers; limited exceptions may be granted under strict conditions |
| Clawback | Dodd‑Frank mandatory recoupment policy and separate Compensation Recoupment Policy covering misconduct, policy breaches, and restatements |
Vesting Schedules and Potential Share Supply
- Standard RSUs vest ratably over three years from grant date; Leadership Award RSUs vest fully on 3/11/2026 (no retirement vesting) .
- PSUs from the 11/8/2023 grant are eligible for vesting after the FY2026 performance period, subject to metrics and the relative TSR modifier .
Employment Terms
| Topic | Key Terms |
|---|---|
| Appointment/Role | EVP & CLO effective 9/1/2021 |
| Employment Agreements | New executive form approved 8/13/2024; Campbell’s agreement effective 11/22/2024; includes clawback acknowledgment, mandatory arbitration, and a severance cap of 2.99x base salary + target bonus per policy |
| Non‑Compete/Non‑Solicit | During employment and for 2 years post‑termination; includes adherence to Company non‑compete obligations tied to divestitures/contractual restrictions |
| Severance (No CIC) | If terminated without cause or resigns for good reason: 2 years of base salary, prorated bonus for year of termination (actual performance), health premium reimbursements up to 24 months, outplacement, and continued/forfeited equity per plan rules |
| Change‑of‑Control (Double‑Trigger) | If terminated without cause/for good reason within 24 months after a CIC: 2 years base salary and 2x average bonus (paid over two years), prorated current‑year bonus, health coverage continuation, outplacement; equity treatment per plan (RSUs vest; PSUs vest based on performance through quarter before CIC) |
| Quantified Potential Payouts (as of 9/30/24) | Without Cause/Good Reason: $5,251,473 total; With CIC: $8,353,896 total |
Performance & Track Record
- Company performance during FY2024 (Campbell as CLO): TSR 26.2%; revenue $294.0B (+12.1%); Adjusted Operating Income $3.6B (+10.9%); Adjusted EPS $13.76 (+14.8%); adjusted FCF $3.1B .
- FY2025 results showed continued growth: revenue $321.3B (+9.3% YoY) and Adjusted EPS $16.00 (+16.3% YoY) .
- PSU outcomes for FY2022–FY2024 at 230% highlight strong multi‑year value creation vs peers (86th percentile relative TSR) and internal metrics (EPS CAGR, ROIC) .
Governance, Policies, and Say‑on‑Pay Signals
- Executive pay program emphasizes at‑risk and long‑term equity; AIP tied to Adjusted OI/EPS/FCF and ESG; LTI majority in PSUs with above‑median TSR requirement for target payout .
- Robust anti‑hedging/pledging, stock ownership requirements (3x salary for NEOs), and dual clawback regimes .
- Say‑on‑pay support: ~94% (2024 meeting), reinforcing investor alignment .
Compensation Peer Group (Program Context)
- Peer set includes distributors (Cardinal Health, McKesson, Henry Schein), managed care/PBMs (The Cigna Group, Humana, CVS Health, Walgreens Boots Alliance), and others; Pearl Meyer affirmed competitive posture and pay‑for‑performance alignment .
Investment Implications
- Alignment: High proportion of performance‑based equity (60% PSUs) tied to EPS CAGR and ROIC, plus a relative TSR modifier with above‑median threshold, supports pay‑for‑performance discipline .
- Retention risk and selling pressure: A $3.0M Leadership Award RSU grant that cliff vests on 3/11/2026 enhances retention through FY2026 but creates a defined vesting overhang on that date; standard RSUs vest ratably and PSUs vest post‑FY2026 performance, pacing supply into market windows .
- Change‑in‑control economics: Double‑trigger equity acceleration and 2‑year salary plus 2x average bonus provide continuity without excessive single‑trigger risks; severance capped at 2.99x per policy .
- Ownership and alignment: Beneficial ownership (<1%) is complemented by significant unvested RSUs/PSUs and strict hedging/pledging prohibitions; NEO ownership guideline compliance reinforces alignment .
- Execution track record: Recent 230% PSU payout (EPS CAGR, ROIC, strong relative TSR) indicates multi‑year execution momentum; FY2024–FY2025 financials underscore ongoing operational performance .