Business Context and Reporting Period
This Form 8-K was filed by AmerisourceBergen Corporation (now Cencora, Inc.) on November 9, 2018. The report discloses a significant change in executive leadership regarding the Chief Financial Officer position.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements.
- Outgoing CFO Compensation: Tim G. Guttman is eligible to receive $1.21 million in consideration for his retirement, consisting of salary continuation and a lump sum payment.
- Incoming CFO Base Salary: James F. Cleary, Jr. has a base salary of $575,000.
- Target Bonus: Mr. Cleary is eligible for a target cash bonus of 100% of his base salary for fiscal year 2019.
Material Changes
On November 9, 2018, Tim G. Guttman retired as Executive Vice President and Chief Financial Officer. James F. Cleary, Jr. was appointed as his successor effective immediately. Mr. Guttman will remain employed through all or a portion of fiscal 2019 under a transition agreement.
Outlook, Risks, and Management Commentary
Mr. Cleary, age 55, has served as an Executive Vice President since March 2015. Prior to this appointment, he served as Group President, Global Commercialization Services & Animal Health (June 2017–November 2018) and President of MWI Veterinary Supply (March 2015–June 2017). His employment agreement, dated August 22, 2017, is substantially similar to those of other named executive officers. No new compensation arrangement was entered into specifically in connection with this announcement beyond the existing agreement.
Investor Verification Checklist
- Verify the terms of the transition agreement for Tim G. Guttman to confirm the duration of his continued employment.
- Review the specific performance goals required for James F. Cleary, Jr. to achieve his 100% target cash bonus.
- Confirm the details of the employment agreement filed as Exhibit 10.1.
- Note that this filing contains no operational or financial performance data for the period.