Silvana Battaglia
About Silvana Battaglia
Silvana Battaglia is Executive Vice President and Chief Human Resources Officer (CHRO) at Cencora (formerly AmerisourceBergen), a role she has held since January 2019; she is 57 years old as of November 15, 2024 . She holds a B.A. in Marketing from Temple University and an M.S. in Human Resources from Widener University, and has taught as adjunct faculty at St. Joseph’s University . Company performance relevant to pay-for-performance: in fiscal 2024 Cencora delivered 26.2% TSR, revenue of $294.0B (+12.1% YoY), adjusted operating income of $3.6B (+10.9%), adjusted diluted EPS of $13.76 (+14.8%), and adjusted free cash flow of $3.1B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aramark | SVP Global Compensation, Benefits & Labor Relations; prior SVP Global Human Resources | 2011–2019 | Led global comp/benefits, labor relations, and enterprise HR, shaping high‑performance cultures and succession/talent programs . |
| Day & Zimmermann | Chief Human Resources Officer | 2008–2011 | Enterprise HR leadership and organizational transformation . |
| Merck & Co. | HR leadership roles of increasing responsibility | 1998–2008 | Global HR leadership within a leading biopharma . |
| Wyeth Pharmaceuticals; Colorcon (Berwind Pharma) | Early HR roles | Early career | Foundational HR experience in pharma and pharma services . |
External Roles
| Organization | Position | Years | Committees/Notes |
|---|---|---|---|
| agilon health, inc. (NYSE: AGL) | Independent Director (Class I) | 2023–present | Compensation & Human Capital Committee; selected for deep HR expertise in healthcare; age 56–57 in 2024–2025 proxies . |
Fixed Compensation
Multi-year compensation (as reported in Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $580,000 | $600,000 | $625,984 |
| Stock Awards (Grant-date fair value) | $1,900,156 | $1,500,116 | $3,600,373 |
| Non-Equity Incentive Plan Compensation (AIP bonus) | $807,313 | $791,400 | $1,001,574 |
| All Other Compensation | $192,287 | $84,790 | $92,281 |
| Total Compensation | $3,479,756 | $2,976,306 | $5,320,212 |
Additional FY2024 fixed pay details:
- Base salary rate: increased from $600,000 to $630,000 effective Nov 19, 2023 to align with peer median .
- All other compensation breakdown: Employee Investment Plan $17,100; Deferred Compensation Plan (benefit restoration) $42,456; financial planning/tax prep $18,975; home security reimbursement up to $10,000; other perquisites $3,750; total $92,281 .
Performance Compensation
Annual Incentive Plan (AIP) structure and FY2024 outcome:
| Item | Detail |
|---|---|
| Target AIP as % of base salary | 100% of base salary . |
| Corporate metrics and weighting | 40% Adjusted Operating Income; 25% Adjusted EPS; 25% Adjusted Free Cash Flow; 10% ESG objectives . |
| FY2024 result by metric | AOI payout 151.6%; EPS payout 175.0%; FCF payout 200.0%; ESG: two sub‑metrics exceeded, one met . |
| Company calculated weighted payout | 164.4% (reduced by Committee discretion to 160.0%) . |
| Ms. Battaglia’s FY2024 AIP payout | Base $625,984 × 100% × 160.0% = $1,001,574 . |
Long-Term Incentives (design and FY2024 grants):
- LTI mix: 60% Performance Share Units (PSUs), 40% RSUs for annual cycle; PSUs measured on 75% Adjusted EPS CAGR and 25% average annual Adjusted ROIC with a ±15% relative TSR modifier (target payout requires ≥55th percentile TSR) . RSUs vest ratably over 3 years; PSUs cliff-vest based on 3-year performance .
- FY2024 annual LTI targets increased to $1.6M (from $1.5M in FY2023) .
| FY2024 Equity Grants | Grant Date | Shares/Target | Grant-Date Fair Value |
|---|---|---|---|
| RSUs (annual) | 11/8/2023 | 3,253 | $640,158 |
| PSUs (target) | 11/8/2023 | 4,879 | $960,138 |
| One-time Leadership RSU Award (CEO transition retention; 2-year cliff vest; no retirement terms) | 3/11/2024 | 8,415 | $2,000,077 |
PSU performance (FY2022–FY2024 cycle):
- Total payout 230% of target; Ms. Battaglia earned 14,276 shares vs. 6,207 target for the 2022–2024 cycle (EPS growth, ROIC and TSR modifier) .
Equity Ownership & Alignment
Beneficial ownership and unvested awards (as of Nov 30, 2024 or FY-end where noted):
| Item | Amount |
|---|---|
| Shares beneficially owned | 22,007; less than 1% of class (193,841,901 shares outstanding) . |
| Unvested RSUs (9/30/2024) | 17,168 units ($3,864,173 at $225.08/share) . |
| Unearned PSUs at maximum (9/30/2024) | 24,309 units ($5,471,470 at $225.08/share) . |
| Options outstanding (9/30/2024) | None (no unexercised options reported) . |
| FY2024 stock vested | 21,176 shares vested; $4,623,846 value realized . |
| FY2024 option exercises | 4,516 shares exercised; $496,354 value realized . |
Ownership and trading policies:
- Executive stock ownership guideline: 3× base salary for non-CEO NEOs; 5-year compliance period; Committee determined each NEO is in compliance as of FY2024 year end .
- Hedging and pledging: Company policy prohibits hedging and pledging by executive officers and directors; a limited exception process exists under strict conditions .
Employment Terms
Key terms and severance/change-in-control economics:
| Provision | Description |
|---|---|
| Employment agreement | New form effective Nov 22, 2024 for NEOs (other than Collis/Mauch), clarifying clawback applicability, adding mandatory arbitration, and limiting severance to ≤2.99× base salary + target bonus per Company policy . |
| Non-compete / Non-solicit | Two-year non-compete and non-solicit post-termination . |
| Severance (termination without cause or good reason) | Two years base salary continuation; prorated bonus for year of termination based on actual performance; up to 24 months health coverage reimbursement; outplacement; equity continues/vests per award terms . |
| Change-in-control (CIC) | Double-trigger required for CIC benefits; severance and equity treatment per plan documents . |
| Clawbacks | Dodd-Frank compensation recoupment policy adopted Nov 2023 for erroneously awarded incentive-based comp; broader recoupment and forfeiture policies also apply . |
Estimated potential payments (as of 9/30/2024) specific to Ms. Battaglia:
| Scenario | Total ($) | Key Components (select line items) |
|---|---|---|
| Death/Disability | $1,855,377 | Bonus $1,001,574; PSUs $853,803; RSUs $3,864,173 is in RSU line but not included in death total; see table structure footnotes . |
| Voluntary termination/retirement | $1,001,574 | FY2024 bonus . |
| Termination without cause / good reason | $3,922,926 | Salary continuation $1,260,000; PSUs $1,585,914 (pro-rata/actual per policy); health $40,438; outplacement $35,000 . |
| CIC + qualifying termination (double-trigger) | $6,360,556 | Salary continuation $1,260,000; bonus continuation $1,644,673; RSU acceleration $3,864,173; PSU vesting $2,378,871; FY2024 bonus $1,001,574; health $40,438; outplacement $35,000 (as presented in table) . |
Deferred compensation participation:
- Company contributions to Benefit Restoration (deferred comp) for FY2024: $42,456; aggregate year-end balance $203,358; aggregate earnings $37,120 .
Investment Implications
- Alignment and at-risk mix: High variable pay with 60% PSUs/40% RSUs in annual LTI and a 100% bonus target supports pay-for-performance, with PSU metrics tied to EPS CAGR and ROIC plus a relative TSR modifier, aligning with shareholder outcomes .
- Performance realization: FY2024 AIP paid at 160% (after committee discretion) on strong AOI/EPS/FCF and ESG delivery; the FY2022–FY2024 PSU cycle paid at 230%, indicating robust multi-year execution; this suggests continued incentive momentum if metrics sustain .
- Vesting/selling pressure: RSUs vest ratably and PSUs cliff-vest; FY2024 saw 21,176 shares vest for Battaglia with $4.62M value realized and option exercises (~$0.5M), implying potential periodic selling for tax/liquidity around vest dates (including March 11, 2026 for the one-time Leadership Award) .
- Retention and downside protection: Two-year salary continuation, prorated actual bonus, and continued/accelerated equity vesting on qualifying terminations, plus a two-year non-compete/non-solicit, mitigate retention risk; severance capped at 2.99× reduces shareholder exposure to excessive payouts .
- Ownership and risk controls: 3× salary ownership requirement (in compliance), anti-hedging/anti-pledging policies, and updated Dodd-Frank clawback framework reduce misalignment/hedging risks and reinforce governance discipline .
Overall, Battaglia’s incentives emphasize sustained earnings growth, ROIC discipline, and relative shareholder returns; the 2024 outperformance and elevated PSU payout increase realized comp but also signal strong operating execution, while upcoming RSU/PSU vests create identifiable windows of potential insider selling for liquidity/taxes rather than structural misalignment given anti-hedge/pledge and ownership policies .