DEF 14A of Centene Corp, Mar 28, 2024

DEF 14A of Centene Corp

Filed Mar 28, 2024 · FY20230001071739-24-000069

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information about each of the ten director nominees.

  2. Director Nominees

    | | | | Director Since | | Committee Memberships | | | | | | Name and Primary (or Former) Occupation | Age | | Other Public Boards | ACC | CTC | GC | QC | | | Jessica L. Blume Retired Vice Chairman of Deloitte LLP | 69 | 2018 | Publix Super Markets, Inc.1 | | | | | | | Kenneth A. Burdick Chairman and Chief Executive Officer of LifeStance Health Group, Inc. | 65 | 2022 | LifeStance Health Group, Inc. | | | | | | | Christopher J. Coughlin Retired Executive Vice President and Chief Financial Officer, Tyco International Ltd. | 71 | 2022 | Karuna Therapeutics, Inc. | | | | | | | H. James Dallas Former Senior Vice President, Quality and Operations, Medtronic Public Limited Company | 65 | 2020 | KeyCorp | | | | | | | Wayne S. DeVeydt Managing Director, Bain Capital; Executive Chairman, Surgery Partners, Inc. | 54 | 2022 | Surgery Partners, Inc. | | | | | | | Frederick H. Eppinger Director, President and Chief Executive Officer of Stewart Information Services Company | 65 | 2006 | Stewart Information Services Company | | | | | | | Monte E. Ford Principal Partner, Chief Information Officer Strategy Exchange | 64 | 2022 | Akamai Technologies, Inc. Iron Mountain, Inc. Jet Blue Airways Corporation | | | | | | | Sarah M. London Chief Executive Officer of Centene Corporation | 43 | 2021 | | | | | | | | Lori J. Robinson Retired United States Air Force General | 65 | 2019 | Korn Ferry NACCO Industries, Inc. | | | | | | | Theodore R. Samuels Former President, Capital Guardian Trust Company | 69 | 2022 | Bristol Myers Squibb Company Iron Mountain, Inc. | | | | | | 1Securities registered pursuant to Section 12(g) of the Securities Act. | | | | | | | | |

  3. Director Nominees

    | ACC = Audit and Compliance Committee | GC = Governance Committee | | Chair | | Independent | | CTC = Compensation and Talent Committee | QC = Quality Committee | | Member | | |

  4. Director Nominees

    | Proxy Summary | 15 |

  5. Director Nominee Snapshot

    Director Nominee Snapshot

  6. Director Nominee Snapshot

    | | 40's | | 60's | | | 50's | | 70's |

  7. Director Nominee Snapshot

    | | Independent | | | Non-Independent |

  8. Director Nominee Snapshot

    | | Diverse | | | Non-Diverse |

  9. Director Nominee Snapshot

    | | 1-3 Years | | 6+ Years | | | 3-5 Years | | |

  10. Director Nominee Snapshot

    | | 30% Gender Diversity 3 out of 10 directors are female | | 20% Race/Ethnic Diversity 2 out of 10 directors are racially/ethnically diverse |

  11. 2024 Director Nominees

    2024 Director Nominees We have 10 nominees for the Board of Directors, all of whom serve on our current Board of Directors. We expect that all nominees will be able to serve if elected. If elected, each nominee would hold office until the 2025 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified or until the earlier of his or her death, removal or resignation. Pursuant to our Corporate Governance Guidelines, any director nominee who receives a greater number of votes “against” his or her election than votes “for” such election shall, promptly following certification of the stockholder vote, offer his or her resignation to the Board. The resignation offer shall be in writing and shall be an irrevocable resignation offer pending acceptance or rejection by the Board. The Governance Committee shall consider the resignation offer and make a recommendation to the Board. In deciding the action to be taken with respect to any such resignation offer, the Board shall consider what it believes is in the best interests of Centene and its stockholders. In this regard, the Board will consider all factors it deems relevant. An accepted resignation offer will become effective immediately upon acceptance or upon such other time as determined by the Board. The Board’s decision shall be made within 90 days of the certification of election results. The decision, and an explanation of the decision, shall be disclosed as soon as practicable by press release or Form 8-K. Information about these nominees, including their ages at the date of this proxy statement and the year in which they first became directors are summarized below. The Board of Directors has affirmatively determined that each of the nominees, other than Mr. Burdick and Ms. London, is independent from the Company and its management under the NYSE's independence standards.

  12. 2024 Director Nominees

    | Proposal 1 - Election of Directors | 29 |

  13. 2024 Director Nominees

    | Jessica L. Blume | 69 | | | | | Retired Vice Chairman of Deloitte LLP | Director Since: February 2018 | Independent Yes | | | Board Committees Audit and Compliance; Governance (Chair) | Race/Ethnicity and Gender: White Female | | | | Current Directorships •Publix Super Markets, Inc. | Prior Directorships None | | |

  14. 2024 Director Nominees

    Deloitte LLP, a leading PCAOB registered public accounting firm. •Vice Chairman (2012 to 2015) •Partner (1989 to 2015) Prior to Deloitte, she served as Chief Financial Officer for one of the largest US local governments. Bachelor of Science from the University of Central Florida Former CPA

  15. 2024 Director Nominees

    | | Leadership Experience | Three years as Vice Chairman of Deloitte LLP. 26 year career with Deloitte included service on the firm's US Executive Committee and Board of Directors, as the Chair of the Executive Compensation and Evaluation Committee, as a member of the Finance, Governance, Strategic Investment and Risk Committees. | | | Finance and Accounting Experience | Ms. Blume served at Deloitte as a licensed CPA, and she served as CFO for one of the largest US local governments. In addition, she currently serves on the audit committee of another company with SEC-registered securities. | | | Healthcare and Insurance | While at Deloitte, led consulting relationships for healthcare and insurance companies. | | | Sustainability and Community Involvement | Established and managed Deloitte's sustainability practice. Serves on the Board of University of Central Florida Foundation; Member of International Women's Forum and Women Corporate Directors. | | | Technology | Deloitte consulting practice included implementing large technology initiatives, including state Medicaid eligibility systems and large enterprise systems. | | | Public Company Board and Governance | Service on the Board of Directors of Deloitte LLP and Publix Super Markets, with SEC-registered securities. | | | Business Development and Corporate Transactions | While at Deloitte, Ms. Blume led several large-scale business transformations, including the reintegration of Deloitte Consulting with the Deloitte US Firm. | | | Regulated Industry | While at Deloitte, led consulting relationships with federal and state governments and in a variety of regulated industries, including healthcare and insurance companies. |

  16. 2024 Director Nominees

    | 30 | Centene Corporation |

  17. 2024 Director Nominees

    | Kenneth A. Burdick | 65 | | | | | Chairman and Chief Executive Officer of LifeStance Health Group, Inc. | Director Since: January 2022 | Independent No | | | Board Committees Quality (Chair) | Race/Ethnicity and Gender: White Male | | | | Current Directorships •LifeStance Health Group, Inc. | Prior Directorships •WellCare Health Plans, Inc. •Orion Acquisition Corporation •First Horizon National Corporation | | |

  18. 2024 Director Nominees

    LifeStance Health, Inc., a Nasdaq-listed public company specializing in outpatient mental healthcare. •Chief Executive Officer and Chairman (2022 to present)

  19. Centene Corporation

    Centene Corporation •Executive Vice President of Markets and Products (2020 to 2021) WellCare Health Plans, Inc., a NYSE-listed public company providing government-sponsored healthcare programs. •Chief Executive Officer and Director (2015 to 2020) •Other positions of increasing responsibility, including President and Chief Operating Officer (2014 to 2015) Blue Cross and Blue Shield of Minnesota, commercial health insurance plans. •President and Chief Executive Officer and Director (2012) Coventry Health Care, Inc., a NYSE-listed public company providing government-sponsored healthcare programs. •Chief Executive Officer of the Medicaid and Behavioral Health businesses (2010 to 2012) UnitedHealth Group, Inc., a NYSE-listed public company health insurer. •Chief Executive Officer of Secured Horizons (Medicare division of UnitedHealthcare) (2008 to 2009) •Other positions of increasing responsibility, including Chief Executive Officer of UnitedHealthcare (1995 to 2008) Bachelor of Arts from Amherst College Juris Doctorate from the University of Connecticut

  20. Centene Corporation

    | | Leadership Experience | Over 30 years of healthcare executive and operations experience, including prior roles as a Fortune 500 public-company chief executive officer and board member. | | | Finance and Accounting Experience | In roles as a chief executive officer, supervision of the accounting and financial reporting functions. | | | Healthcare and Insurance | Over 30 years of healthcare executive experience, including at LifeStance, Centene and WellCare Health Plans. | | | Sustainability and Community Involvement | Service as a director of Big Brothers, Big Sisters, Tampa General Hospital and in his roles as a chief executive officer, supervision of the sustainability functions. | | | Technology | In roles as a healthcare executive, supervisor of the technology functions and the implementation of large technology initiatives. | | | Public Company Board and Governance | Service on the Board of Directors of WellCare Health Plans, First Horizon National Corporation and LifeStance Health Group. | | | Business Development and Corporate Transactions | While at WellCare, Mr. Burdick supervised the acquisition of WellCare Health Plans, Inc. by Centene Corporation, and the acquisition by WellCare of Universal American, among others, resulting in the growth of the Company during his tenure. | | | Regulated Industry | Executive experience at healthcare companies, as well as a director of a financial institution. |

  21. Centene Corporation

    | Proposal 1 - Election of Directors | 31 |

  22. Centene Corporation

    | Christopher J. Coughlin | 71 | | | | | Retired Executive Vice President and Chief Financial Officer, Tyco International Ltd. | Director Since: January 2022 | Independent Yes | | | Board Committees Audit and Compliance; Compensation and Talent (Chair) | Race/Ethnicity and Gender: White Male | | | | Current Directorships •Karuna Therapeutics, Inc. | | | | | Prior Directorships •Allergan plc •Alexion Pharmaceuticals, Inc. •Covidien plc •Dipexium Pharmaceuticals, Inc. •Perrigo Company •Prestige Consumer Healthcare, Inc. | •Hologic Inc. •Dun & Bradstreet Corp. •Forest Laboratories, LLC •Interpublic Group of Companies •Monsanto Company | | |

  23. Centene Corporation

    Tyco International Ltd., a NYSE-listed public manufacturing and security systems company. •Senior Advisor to the Chief Executive Officer and member of Board of Directors (2010 to 2012) •Executive Vice President and Chief Financial Officer (2005 to 2010) Interpublic Group of Companies, a NYSE-listed public multimedia company. •Chief Operating Officer (2003 to 2004) •Chief Financial Officer (2003 to 2004) Pharmacia Corporation, a NYSE-listed public pharmaceuticals company. •Executive Vice President and Chief Financial Officer (1998 to 2003) Received a Bachelor of Science from Boston College

  24. Centene Corporation

    | | Leadership Experience | Over 40 years of executive, financial and accounting experience, including prior roles as a Fortune 500 public-company chief financial officer and board member. | | | Finance and Accounting Experience | In roles as a chief financial officer, supervision of the accounting and financial reporting functions. | | | Healthcare and Insurance | Over 40 years of healthcare and insurance experience, including at Pharmacia and Tyco International. | | | Sustainability and Community Involvement | In his roles as a chief financial officer and public company director, supervision of the sustainability functions. | | | Public Company Board and Governance | Over 15 years of service at 10 different public companies. Named a 2022 Director of the Year by the New Jersey Chapter of the National Association of Corporate Directors (NACD) and named the NACD Corporate Director of the Year in 2015. | | | Business Development and Corporate Transactions | While at Tyco, he was instrumental in turning the company around after a management and financial scandal and ultimately separated it into six separate public companies. | | | Regulated Industry | Executive experience at pharmaceutical and manufacturing companies. |

  25. Centene Corporation

    | 32 | Centene Corporation |

  26. Centene Corporation

    | H. James Dallas | 65 | | | | | Former Senior Vice President, Quality and Operations, Medtronic Public Limited Company | Director Since: January 2020 | Independent Yes | | | Board Committees Audit and Compliance; Quality | Race/Ethnicity and Gender: African-American Male | | | | Current Directorships •KeyCorp •Grady Memorial Hospital Corporation | Prior Directorships •WellCare Health Plans, Inc. •Strategic Education, Inc. •Capella Education Company | | |

  27. Independent Consultant

    Independent Consultant •Focusing on change management, information technology strategy and risk (2013 to present) Medtronic Plc, a NYSE-listed global medical technology company. •Senior Vice President of Quality and Operations (2011 to 2013) •Senior Vice President and Chief Information Officer (2006 to 2011) Georgia-Pacific Corporation, a NYSE-listed public company which manufactures tissue, pulp, paper, packaging, building products and related chemicals. •Vice President and Chief Information Officer (2002 to 2006) •President, Lumber Division and other roles of increasing responsibility (1984 to 2002) Bachelor of Science from the University of South Carolina - Aiken Master of Business Administration from Emory University

  28. Independent Consultant

    | | Leadership Experience | Over 40 years of executive and information technology experience, including prior roles as a Fortune 500 public-company chief information officer. | | | Healthcare and Insurance | Prior service as director WellCare Health Plans, Inc. and continued service as a director of healthcare provider Grady Memorial Hospital Corporation. | | | Sustainability and Community Involvement | Service as a director of the Atlanta Food Bank, Atlanta Habitat for Humanity and Grady Memorial Hospital Corporation, the public hospital for the city of Atlanta. | | | Technology | In roles as a chief information officer, in-depth knowledge of enterprise change management, operational risk management, information technology, information technology security and data privacy. | | | Public Company Board and Governance | Over 10 years of service as a director at five different public companies. | | | Business Development and Corporate Transactions | As a director, he participated in the acquisition of WellCare Health Plans, Inc. by Centene and Capella Education Company by Strategic Education, Inc. Successful implementation of more than 10 transformational and turnaround initiatives, 30 acquisition integrations, five operations/quality shared services centers and three innovation centers. | | | Regulated Industry | Executive experience at manufacturing, medical technology companies and director experience at a bank. |

  29. Independent Consultant

    | Proposal 1 - Election of Directors | 33 |

  30. Independent Consultant

    | Wayne S. DeVeydt | 54 | | | | | Managing Director, Bain Capital; Executive Chairman, Surgery Partners, Inc. | Director Since: January 2022 | Independent Yes | | | Board Committees Audit and Compliance (Chair); Governance | Race/Ethnicity and Gender: White Male | | | | Current Directorships •Surgery Partners, Inc. •Zelis Healthcare | Prior Directorships •NiSource, Inc. •Grupo Notre Dame Intermedica •Myovant Sciences Ltd. | | |

  31. Independent Consultant

    Bain Capital, a private investment firm. •Managing Director (2022 to present) •Senior Advisor to the Global Healthcare Division (2017 to 2018) Surgery Partners, a Nasdaq-listed health care provider. •Executive Chairman of the Board of Directors (2020 to present) •Chief Executive Officer and Director (2018 to 2020) Elevance Health, Inc., a NYSE-listed public healthcare insurance company (previously known as Anthem). •Executive Vice President and Chief Financial Officer (2007 to 2016) •Other positions of increasing responsibility, including Chief Strategy Officer, Chief Accounting Officer and Chief of Staff to the Chairman and Chief Executive Officer (2005 to 2007) PriceWaterhouseCoopers LLP, a leading PCAOB registered public accounting firm. •Partner (2000 to 2005) •Other positions of increasing responsibility (1993 to 2000) Bachelor of Science in Accounting from the University of Missouri

  32. Independent Consultant

    | | Leadership Experience | Over 30 years of executive, financial and accounting experience, including prior roles as a public-company chief executive officer and Fortune 500 public-company chief financial officer. | | | Finance and Accounting Experience | Significant experience in internal controls, capital markets, corporate governance, risk management and strategic planning from both a managed care public company and public accounting perspective. | | | Healthcare and Insurance | Currently executive chairman and previously chief executive officer of healthcare provider, prior executive experience at Elevance Health, and prior experience at accounting firm serving the managed care and healthcare sector. | | | Sustainability and Community Involvement | In his roles as a chief executive officer, chief financial officer, public company director and supervision of sustainability. He also serves as a director of the Global Orphan Foundation, and previously served as a director for Cancer Support Community and as a director of various other community boards. | | | Public Company Board and Governance | Over eight years of service as a director at five different public companies as well as additional experience as a director at various private companies. | | | Business Development and Corporate Transactions | During his career, Mr. DeVeydt executed on over 50 acquisitions and divestitures, representing over $20 billion. In addition, in his role at Bain Capital, he advises on corporate transactions and capital market transactions. | | | Regulated Industry | Executive and experience at various healthcare companies, including technology, payer, provider and biopharmaceutical organizations. |

  33. Independent Consultant

    | 34 | Centene Corporation |

  34. Independent Consultant

    | Frederick H. Eppinger | 65 | | | | | Director, President and Chief Executive Officer of Stewart Information Services Company | Director Since: April 2006 | Independent Yes | | | Board Committees Quality | Race/Ethnicity and Gender: White Male | | | | Current Directorships •Stewart Information Services Company | Prior Directorships The Hanover Insurance Group, Inc. | | |

  35. Independent Consultant

    Stewart Information Services Company, a NYSE-listed global real estate services and title insurance company. •Chief Executive Officer (2019 to present) •Director (2016 to present) The Hanover Insurance Group, a NYSE-listed property and casualty insurance company. •Director, President and Chief Executive Officer (2003 to 2016) Hartford Financial Service Group, a NYSE-listed investment and insurance company. •Executive Vice President of Property and Casualty Field and Service Operations (2001 to 2003) Channel Point, a business-to-business technology firm for insurance companies. •Executive Vice President of Industry Services, Marketing and Service Operations (2000 to 2001) McKinsey & Co., a global management consultancy firm. •Senior Director and Partner (1985 to 2000) Coopers & Lybrand, an accounting firm. •Accountant Bachelor of Arts from the College of the Holy Cross Master of Business Administration from the Tuck School of Business Administration at Dartmouth College

  36. Independent Consultant

    | | Leadership Experience | Over 20 years of executive experience, including prior roles as a Fortune 500 public-company chief executive officer. | | | Finance and Accounting Experience | In roles as a chief executive officer, supervision of the accounting and financial reporting functions. He began his career as an accountant with Coopers & Lybrand. | | | Healthcare and Insurance | More than 35 years of experience in the insurance industry. His service at McKinsey included work in insurance, financial services and health practices. | | | Sustainability and Community Involvement | In his role as a chief executive officer, supervision of the sustainability function, corporate giving and charitable foundations. | | | Public Company Board and Governance | Over 20 years of service as a director at three different US public companies. He also serves as a director of QBE Insurance Group Ltd, which is listed on the Australian stock exchange. | | | Business Development and Corporate Transactions | As chief executive officer of Hanover Insurance, Mr. Eppinger led the company's growth from its regional status to a global property/casualty carrier. | | | Regulated Industry | More than 35 years of experience in the insurance industry. |

  37. Independent Consultant

    | Proposal 1 - Election of Directors | 35 |

  38. Independent Consultant

    | Monte E. Ford | 64 | | | | | Principal Partner, Chief Information Officer Strategy Exchange | Director Since: November 2022 | Independent Yes | | | Board Committees Compensation and Talent; Quality | Race/Ethnicity and Gender: African-American Male | | | | Current Directorships •JetBlue Airways Corporation •Iron Mountain Inc. •Akamai Technologies, Inc. | Prior Directorships •Health Care Service Corporation (HCSC) •MoneyGram International, Inc. •Oncor Electric Delivery Company LLC •Meta Group •Michael's Stores | | |

  39. Independent Consultant

    CIO Strategy Exchange (CIOSE), a leading cross-industry consortium of Chief Information Officers from many of the world's largest companies. •Principal Partner (2015 to present) Aptean Inc., an ERP software and technology company. •Chief Executive Officer (2012 to 2013) American Airlines, Inc., a NYSE-listed public airline company. •Chief Information Officer (2000 to 2012) Associates First Capital, a financial services company. •President, Associates Services Corporation (1997 to 2000) •Chief Information Officer (1994 to 2000) Bank of Boston, a regional bank. •Senior Vice President (1990 to 1994) Digital Equipment Corporation, a NYSE-listed public computer manufacturer. •Various senior sales, marketing and technology positions (1982 to 1990) Bachelor of Science from Northeastern University SKILLS OR REASONS FOR NOMINATION:

  40. Independent Consultant

    | | Leadership Experience | Over 40 years of senior executive and information technology experience, including prior roles as a Fortune 100 public-company chief information officer. | | | Healthcare and Insurance | Prior service as director of Health Care Service Corporation, a commercial health insurance provider. | | | Sustainability and Community Involvement | Oversight of sustainability as a director for a combined 15 years at both a large electric utility and a large data center company. | | | Technology | In roles as a chief information officer, in-depth knowledge of consumer technologies, enterprise change management, information technology, information technology security and data privacy. | | | Public Company Board and Governance | Over 23 years of service as a director at 7 different public companies and several private companies, including Michael's Stores, Inc. | | | Business Development and Corporate Transactions | Executive responsible for M&A Integration at American Airlines, Associates First Capital and Bank of Boston. Closed several acquisitions as chief executive officer of a technology company. Extensive successful sales and marketing background. | | | Regulated Industry | Executive experience in the airline and financial services industries as well as director experience at a financial institution, electric utility and health care insurer. |

  41. Independent Consultant

    | 36 | Centene Corporation |

  42. Independent Consultant

    | Sarah M. London | 43 | | | | | Chief Executive Officer of Centene Corporation | Director Since: September 2021 | Independent No | | | Board Committees None | Race/Ethnicity and Gender: White Female | | | | Current Directorships None | Prior Directorships None | | |

  43. Centene Corporation

    Centene Corporation •Chief Executive Officer (March 2022 to present) •Vice Chairman (September 2021 to March 2022) •President, Health Care Enterprises and Executive Vice President, Advanced Technology (March 2021 to September 2021) •Senior Vice President, Technology and Modernization (September 2020 to March 2021) Optum Ventures, a division of UnitedHealth Group, a NYSE-listed health insurance company. •Senior Principal and Operating Partner (May 2018 to March 2020) Optum Analytics, a division of UnitedHealth Group, a NYSE-listed health insurance company. •Chief Product Officer (March 2016 to May 2018) •Vice President, Client Management and Operations (March 2014 to March 2016) Bachelor of Arts from Harvard College Master of Business Administration from the University of Chicago Booth School of Business

  44. Centene Corporation

    | | Leadership Experience | Over 10 years of executive experience, including two years as Chief Executive Officer of the Company. | | | Finance and Accounting Experience | In her role as Chief Executive Officer, supervision of the accounting and financial reporting functions. She has executed on a disciplined strategy of cost savings and gross margin expansion. | | | Healthcare and Insurance | More than 10 years of experience in the healthcare industry. | | | Sustainability and Community Involvement | In her role as Chief Executive Officer, supervision of the Company's sustainability initiatives as well as service as a director of the Centene Foundation. | | | Technology | Her roles in healthcare technology companies as well as Chief Executive Officer of Centene have provided her with in-depth knowledge of enterprise change management and information technology business needs and solutions. | | | Public Company Board and Governance | Almost three years of service as a director of Centene. | | | Business Development and Corporate Transactions | In her role as Chief Executive Officer of the Company, supervision of 10 divestitures and the Express Scripts, Inc. (ESI) PBM implementation. | | | Regulated Industry | More than 10 years of experience in the healthcare industry. |

  45. Centene Corporation

    | Proposal 1 - Election of Directors | 37 |

  46. Centene Corporation

    | Lori J. Robinson | 65 | | | | | General, United States Air Force (Ret.) | Director Since: October 2019 | Independent Yes | | | Board Committees Compensation and Talent; Governance | Race/Ethnicity and Gender: White Female | | | | Current Directorships •Korn Ferry •NACCO Industries, Inc. | Prior Directorships None | | |

  47. United States Air Force, Four Star General

    United States Air Force, Four Star General •Commander of North American Aerospace Defense Command and U.S. Northern Command (2016 to 2019) •Commander, Pacific Air Forces and Air Component Commander for U.S. Pacific Command (2014 to 2016) •Vice Commander, Air Combat Command (2013 to 2014) •Additional roles of increasing importance (1982 to 2013) Bachelor of Arts from the University of New Hampshire Master of Arts in Education Leadership and Management from Troy State University Master in National Security and Strategic Studies from Naval War College

  48. United States Air Force, Four Star General

    | | Leadership Experience | Over 37 years of military leadership experience, strategy oversight and execution, crisis management and international experience and expertise, including supporting the U.S. Indo-Pacific Command's objectives and defending and promoting U.S. interests in the Pacific and Asia. Named to Time magazine’s list of 100 most influential people in 2016. First female Combatant Commander for the United States. | | | Sustainability and Community Involvement | In her role as commander, NORAD and U.S. Northern Command, she supervised the sustainability initiatives of the Department of Defense in both the U.S. and Canada. During her time as commander, she was involved with many organizations in the Colorado Springs area. | | | Public Company Board and Governance | Over five years of service as a director for three public companies. | | | Regulated Industry | Throughout her 37 years of experience with the U.S. Air Force, she was subject to the Uniform Code of Military Justice. She represented the Chief of Staff throughout the Pacific, including China, Japan, South Korea, Australia, Singapore and New Zealand. Her service with Southern Watch in Saudi Arabia, Operation Enduring Freedom in Afghanistan and Operation Iraqi Freedom in Qatar required complying with strict regulations. |

  49. United States Air Force, Four Star General

    | 38 | Centene Corporation |

  50. United States Air Force, Four Star General

    | Theodore R. Samuels | 69 | | | | | Former President, Capital Guardian Trust Company | Director Since: January 2022 | Independent Yes | | | Board Committees Compensation and Talent; Quality | Race/Ethnicity and Gender: White Male | | | | Current Directorships •Bristol Myers Squibb •Iron Mountain, Inc. | Prior Directorships •Stamps.com •Perrigo Company, plc. | | |

  51. United States Air Force, Four Star General

    Capital Guardian Trust Company, part of the Capital Group, an investment manager. •President (2010 to 2017) •Investor and Global Equity Portfolio Manager (1981 to 2016) •Capital Group Finance Committee (2013 to 2016) •Capital Group Board (2005 to 2009) •Numerous Investment and Management Committees (1981 to 2017) Bachelor of Arts from Harvard College Master of Business Administration from Harvard Business School

  52. United States Air Force, Four Star General

    | | Leadership Experience | Over 35 years of executive experience, including as President of Capital Guardian Trust Company. While at Capital Group he served on numerous management and investment committees, with an eye towards long-term stockholder value creation. | | | Finance and Accounting Experience | Over 35 years of experience in the financial industry with extensive expertise, particularly with respect to economics, capital markets and investment decision making. | | | Healthcare and Insurance | Over seven years of service on the boards of pharmaceutical, life science and healthcare consumer products companies. | | | Sustainability and Community Involvement | Serves as a director of BJC Healthcare System, and a trustee for the Edward Mallinckrodt, Jr. Foundation and the John Burroughs School and served as a director for Children's Hospital Los Angeles. | | | Public Company Board and Governance | Seven years of service as a director with five different public companies and various private companies. | | | Business Development and Corporate Transactions | While at Capital group he served on numerous management and investment committees, focused on long-term stockholder value creation. As a director of numerous public companies, evaluated business development opportunities, corporate transactions and integration of acquisitions. | | | Regulated Industry | More than 35 years of experience in the financial services industry and service as a director on boards of pharmaceutical, life science and healthcare consumer product companies. |

  53. United States Air Force, Four Star General

    | Proposal 1 - Election of Directors | 39 |

  54. Compensation of Directors

    Compensation of Directors For 2023, non-employee directors received an annual cash retainer of $100,000. If the director elected to receive 100% of the retainer in Company stock and the retainer was increased to $125,000. All fees were pro-rated, as applicable throughout 2023 based on time served on the respective committee. Directors can elect to receive any of these retainers in deferred stock under the Non-Employee Directors Deferred Stock Compensation Plan. Expense recognized in conjunction with the deferred stock election is included in the "Fees Earned or Paid in Cash" and "Stock Awards" columns in the Director Compensation Table below. The Board's fee structure is set forth below.

  55. Compensation of Directors

    | Annual Restricted Stock | | | Non-Employee Director | $200,000 | | Annual Retainer | | | Non-Employee Director | $100,000 |

  56. Compensation of Directors

    | Additional Annual Restricted Stock | | | Independent Chairman/ Lead Independent Director | $150,000 | | Additional Annual Retainers | | | Independent Chairman/ Lead Independent Director | $50,000 | | Chairman of the Audit and Compliance Committee | $30,000 | | Chairman of the Compensation and Talent Committee | $20,000 | | Chairman of the Governance Committee | $20,000 | | Chairman of the Quality Committee | $15,000 |

  57. Compensation of Directors

    For 2023, the annual grant of restricted stock was valued at $200,000 based on the average price for the thirty calendar days immediately preceding the meeting and resulted in a grant of 2,947 restricted shares of our common stock in May 2023. The restricted stock awards vest on the earlier of May 10, 2024 or the 2024 Annual Meeting of Stockholders. Directors are reimbursed for all reasonable expenses incurred in connection with their service. Directors who are also our employees receive no additional compensation for serving on our Board of Directors. In February 2023, the Compensation and Talent Committee made the following changes to the director compensation program per the annual review of director compensation by its independent compensation consultant FW Cook: •The initial grant of 10,000 options provided upon first election to the Board has been eliminated. •The premium directors receive if they choose to receive their annual cash retainer in deferred stock instead of cash was eliminated, effective January 1, 2024.

  58. Compensation of Directors

    | Stock ownership guidelines for members of our Board require them to own 7.5 times the annual cash retainer within five years of being appointed to the Board. As of December 31, 2023, all directors were in compliance with this requirement. |

  59. Compensation of Directors

    | Corporate Governance | 61 |

  60. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation paid to each individual who served as a non-employee member of our Board in 2023:

  61. Director Compensation Table

    | Name1 | Fees Earned or Paid in Cash2 ($) | | Stock Awards3 ($) | Non-Equity Plan Incentive Compensation4 ($) | All Other Compensation5 ($) | Total ($) | | Orlando Ayala | $35,989 | | $— | $— | $— | $35,989 | | Jessica L. Blume | 120,000 | | 199,983 | — | 25,000 | 344,983 | | Kenneth A. Burdick | 115,000 | 6 | 224,983 | 884,800 | 25,000 | 1,249,783 | | Christopher J. Coughlin | 120,000 | 6 | 224,983 | — | 25,000 | 369,983 | | H. James Dallas | 212,500 | | 237,483 | — | 25,000 | 474,983 | | Wayne S. DeVeydt | 122,500 | 6 | 224,983 | — | 25,000 | 372,483 | | Frederick H. Eppinger | 137,500 | 6 | 374,954 | — | 25,000 | 537,454 | | Monte E. Ford | 100,000 | | 199,983 | — | 25,000 | 324,983 | | Richard A. Gephardt | 35,989 | | — | — | — | 35,989 | | Lori J. Robinson | 100,000 | | 199,983 | — | — | 299,983 | | Theodore R. Samuels | 100,000 | 6 | 224,983 | — | 25,000 | 349,983 | | William L. Trubeck | 43,489 | 6 | 6,250 | — | 25,000 | 74,739 |

  62. Director Compensation Table

    1Messrs. Ayala, Gephardt and Trubeck retired from the Board on May 10, 2023. 2The amounts included in this column represent the cash retainers earned by each director in 2023. Certain directors converted some or all cash compensation payable into restricted stock units. Directors making such election for their annual non-employee director retainer received incremental equity award value of $25,000. The cash value of the base retainer is included in this column, while the incremental equity award value is included in the "Stock Awards" column. See Footnote 6 below for amounts of cash compensation converted into restricted stock units. 3The following table shows the components of "Stock Awards" and total equity award value for directors who elected to receive some or all of their cash compensation in restricted stock units for fiscal year 2023. The amounts included in the table represent the full grant date fair value of restricted stock awards or restricted stock units granted to non-employee directors in 2023 under the 2012 Stock Incentive Plan calculated in accordance with FASB ASC Topic 718. These amounts reflect the accounting expense that we will recognize over the vesting term of these awards and do not correspond to the actual value that may be realized by the directors. No awards were granted for Messrs. Ayala or Gephardt in 2023 due to their cash elections and retirement from the Board in May 2023.

  63. Director Compensation Table

    | 62 | Centene Corporation |

  64. Director Compensation Table

    | | Grant Date Fair Value of Awards | | | | | | Name | Annual Restricted Stock Awarda ($) | Chairman Restricted Stock Units ($) | Cash Compensation Converted into Restricted Stock Unitsb ($) | Annual Retainer Incremental Equity Valuec ($) | Total Stock Awards ($) | | Orlando Ayala | $— | $— | $— | $— | $— | | Jessica L. Blume | 199,983 | — | — | — | 199,983 | | Kenneth A. Burdick | 199,983 | — | 115,000 | 25,000 | 339,983 | | Christopher J. Coughlin | 199,983 | — | 120,000 | 25,000 | 344,983 | | H. James Dallas | 199,983 | 37,500 | — | — | 237,483 | | Wayne S. DeVeydt | 199,983 | — | 122,500 | 25,000 | 347,483 | | Frederick H. Eppinger | 349,954 | — | 100,000 | 25,000 | 474,954 | | Monte E. Ford | 199,983 | — | — | — | 199,983 | | Richard A. Gephardt | — | — | — | — | — | | Lori J. Robinson | 199,983 | — | — | — | 199,983 | | Theodore R. Samuels | 199,983 | — | 100,000 | 25,000 | 324,983 | | William L. Trubeck | — | — | 32,500 | 6,250 | 38,750 |

  65. Director Compensation Table

    aOn May 10, 2023, the date of our 2023 annual meeting of stockholders, each non-employee director who was elected was granted an annual restricted stock award of 2,947 shares with a value of approximately $199,983. Additionally, the independent chairman was granted an additional restricted stock award of 2,210 shares with a value of approximately $149,971. These annual equity awards were granted under the 2012 Stock Incentive Plan, calculated in accordance with FASB ASC Topic 718, and will vest in full on the earlier of the date of the 2024 Annual Meeting of Stockholders or May 10, 2024. bRepresents the value of cash compensation the director elected to convert into restricted stock units granted under the Non-Employee Directors Deferred Stock Compensation Plan calculated in accordance with FASB ASC Topic 718. cRepresents the incremental equity award value for directors who elected to receive their annual cash retainer in deferred restricted stock units, which are granted under the Non-Employee Directors Deferred Stock Compensation Plan and calculated in accordance with FASB ASC Topic 718. 4Represents the payout of the Cash LTIP for the 2021 - 2023 performance period pursuant to the terms of his transition services agreement dated February 21, 2020. Mr. Burdick was Executive Vice President of Markets and Products from 2020 to 2021. 5All other compensation includes the Company match of charitable contributions of $25,000 made or pledged during 2023 under the Company's Board of Directors Charitable Matching Gift Program for Ms. Blume, Mr. Burdick, Mr. Coughlin, Mr. Dallas, Mr. DeVeydt, Mr. Eppinger, Mr. Ford, Mr. Samuels and Mr. Trubeck. 6Each of Mr. Burdick, Mr. Coughlin, Mr. DeVeydt, Mr. Eppinger and Mr. Samuels elected to convert the $100,000 annual non-employee director cash retainer into restricted stock units. Additionally, Mr. Burdick elected to convert the $15,000 retainer for the Quality Committee Chairman, Mr. Coughlin elected to convert the $20,000 retainer for the Compensation and Talent Committee Chairman, Mr. DeVeydt elected to convert the prorated $22,500 retainer for the Audit Committee Chairman and Mr. Trubeck elected to convert the prorated $25,000 annual non-employee director retainer and the prorated $7,500 retainer for the Audit Committee Chairman into restricted stock units. The Board of Directors has approved the Board of Directors Charitable Matching Gift Program. Under the program, the Company will match a Board member's qualifying charitable donations of up to $25,000 per calendar year. Charitable donations must be made to a qualified tax exempt U.S. organization under the Internal Revenue Code Section 501(c)(3) and within the Company's charitable contribution guidelines.

  66. Director Compensation Table

    | Corporate Governance | 63 |

  67. Director Compensation Table

    The following table shows the number of shares covered by exercisable and unexercisable options and unvested restricted stock held by our non-employee directors on December 31, 2023.

  68. Director Compensation Table

    | | Option Awards | | Stock Awards | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Number of Shares that Have Not Vested (#) | | Jessica L. Blume | 20,000 | – | 2,947 | | Kenneth A. Burdick | 3,333 | 6,667 | 2,947 | | Christopher J. Coughlin | 3,333 | 6,667 | 2,947 | | H. James Dallas | 10,000 | – | 2,947 | | Wayne S. DeVeydt | 3,333 | 6,667 | 2,947 | | Frederick H. Eppinger | – | – | 5,157 | | Monte E. Ford | 3,333 | 6,667 | 2,947 | | Lori J. Robinson | 10,000 | – | 2,947 | | Theodore R. Samuels | 3,333 | 6,667 | 2,947 |

  69. Director Compensation Table

    | 64 | Centene Corporation |

  70. Evolution of Our Compensation Program

    | Annual Cash Incentive •35% Adjusted Diluted EPS weighting •50% Enterprise & Individual Goals •15% SG&A Expense Management Long-Term Incentives •Granted stock options to CEO without appreciation condition | | Annual Cash Incentive •65% Adjusted Diluted EPS weighting •25% Enterprise & Individual Goals •10% Quality metric Long-Term Incentives •Added relative Total Shareholder Return (TSR) PSUs with target payout requiring above median performance •Eliminated duplicative measures •Eliminated stock options •Eliminated Cash LTIP | 2024 and Beyond •Stability with minor updates to 2024 design •Short-term enterprise goals refreshed and streamlined to focus on the most critical initiatives •Adjusted net earnings margin metric in long-term incentives replaced with average adjusted pre-tax margin metric •Improved plans, policies and procedures informed by "best practice" market trends | | | | | | | | Annual Cash Incentive •50% Adjusted Diluted EPS weighting •40% Enterprise Goals & Individual Goals •10% Quality metric Long-Term Incentives •Stock options granted with stock appreciation condition Other •New CEO compensation initially set slightly below the median •New policy limits cash severance to 2.99x base + bonus | | |

  71. Compensation Philosophy

    | | | | | | Create Long-Term Stockholder Value | Pay for Performance | Attract and Retain Top Executive Talent | Foster a Culture of Risk Management and Compliance | | Both performance-based and service-based long-term incentive awards with meaningful retention requirements are used to encourage sustained stockholder value creation. | Executive compensation is directly linked to performance and the achievement of both Company and individual goals. Superior performance and the achievement of goals results in higher compensation. | We offer competitive pay to attract, motivate and retain industry executives with the skills and experience to drive superior long-term Company success. | A portion of senior executive compensation is based on meeting financial, business and quality goals that align with our corporate mission statement and promote a culture of compliance with rules, regulations and the Company's vision and values. |

  72. Alignment of Pay and Performance

    | Base Pay | | Cash Awards Under Our Annual Incentive Plan | | Long-Term Incentives •Performance-based RSUs •Time-based RSUs |

  73. Executive Compensation Best Practices

    | What We Don't Do | | | | | | No Excessive Risk-Taking The long-term incentive plans use multiple performance measures, capped payouts and other features intended to minimize the incentive to take overly risky actions. | | No Backdating or Repricing of Stock Options Stock options are never backdated or issued with below-market exercise prices. Repricing of stock options without stockholder approval is expressly prohibited. | | | No Tax Gross-ups There are no tax "gross-ups" for perquisites or excise tax gross-ups in the event of a change of control related termination. | | No Hedging or Pledging Directors and executives are prohibited from hedging, pledging or engaging in any derivatives trading with respect to Company stock. | | | No Single-Trigger Employment Agreements Any cash payments in executive employment agreements are subject to a "double-trigger" change in control condition. | | No Single-Trigger Stock Grants Equity compensation awards are subject to a "double-trigger" change in control condition. |

  74. Compensation Component Overview

    | | 2023 Pay Elements | | | | | | | | CEO | Average NEO | Award Type | Mix | Metrics | Purpose | | | Base Salary | | | | | To recognize individual contribution, time in role, scope of responsibility, leadership skills and experience. | | | | | Cash | | | | | | Annual Cash Incentive Plan | | | | •Adjusted Diluted EPS (65%) •Enterprise & Individual Goals (25%) •Quality, Member and Provider Satisfaction (10%) | To reward executives for performance on key operational and financial measures, factoring in such individual's contributions toward enterprise goals. | | | | | Cash | | | | | | Long-Term Incentive Awards | | | | •Adjusted Pre-Tax Earnings Growth (34%) •Adjusted Net Earnings Margin (33%) •Relative Total Shareholder Return (TSR) (33%) | To retain and motivate executives to drive long-term stockholder value and align their actions to drive successful business outcomes. | | | | | Equity | PSUs (65%) | | | | | | | | RSUs (35%) | | |

  75. CEO and NEO Pay Mix

    | | Base Salary | | Annual Incentives | | Long-Term Incentives |

  76. Annual Cash Incentive Plan

    Annual Cash Incentive Plan

  77. Annual Cash Incentive Plan

    | Performance Measure | | | | 65% Adjusted Diluted EPS Target | | | 25% Enterprise & Individual Goals | | | 10% Quality, Member and Provider Satisfaction |

  78. 2023 - 2025 Long-Term Incentive Plan

    2023 - 2025 Long-Term Incentive Plan

  79. 2023 - 2025 Long-Term Incentive Plan

    | | 65% Performance-based RSUs | | | 35% Service-based RSUs |

  80. 2023 - 2025 Long-Term Incentive Plan

    | | 33% Relative TSR | | | 33% Adjusted Net Earnings Margin | | | 34% Adjusted Pre-Tax Earnings Growth CAGR |

  81. 2023 - 2025 Long-Term Incentive Plan

    | 74 | Centene Corporation |

  82. Roles and Responsibilities

    | | | | | | •Quarterly review of year-to-date Company results and progress on strategic initiatives •Quarterly review of projected performance on short-term and long-term incentive awards •Quarterly engagement with our independent compensation consultants to discuss compensation trends and the Company's performance | | | 1st Quarter •Finalize incentive compensation decisions for NEOs based on completion of short and long-term performance cycles. •Implement program design changes in light of compensation trends, performance against peers, market influences, stockholder feedback and independent compensation consultant observations. •Establish current year compensation targets for our NEOs and set new long-term and short-term incentive targets. | | | | | 2nd Quarter •Review overall market trends from proxy season. Reflect on feedback from investors and stockholders from the Annual Stockholders' Meeting. | | | | | 3rd Quarter •Conduct meetings with our largest stockholders, to discuss governance and executive compensation matters and solicit feedback. Share feedback with the Board for discussion and consideration. | | | | | 4th Quarter •Discuss and evaluate feedback from stockholders, Company performance, performance against peers and compensation trends from our independent compensation consultant. Translate feedback into potential program design changes for the following fiscal year. | | | | | |

  83. Competitive Pay Design

    Competitive Pay Design Our compensation and benefit practices are designed to attract and retain the best talent and achieve robust operating objectives. Programs are designed to both motivate our employees and reward them for exceptional performance. The Company views both private equity firms and competitors with larger market capitalization as significant competition for talent. We also recognize that our Company is a source for these firms and competitors to recruit talent if the appropriate compensation programs are not in place. For the components of target total compensation, the Compensation and Talent Committee's objectives are for base salaries, short-term incentives and total target compensation to approximate the median of peer group practice (or applicable survey sources). Long-term incentives are granted at levels, which when combined with base salary and target short-term incentives, result in the desired competitive positioning of total target compensation. Differences from the market median may be considered for a variety of factors, including performance, retention, tenure and recruitment requirements. In order to achieve these objectives, the Compensation and Talent Committee establishes target, market-based total compensation levels (e.g. base salary, annual cash incentive target and long-term incentives) from market data from two different peer groups.

  84. Peer Group

    Peer Group

  85. Healthcare Industry Peer Group

    Healthcare Industry Peer Group The Compensation and Talent Committee annually reviews the Company's peer group that it uses to conduct market analyses and determine competitive pay ranges for our executives. In determining the peer group, objectives considered include general industry, revenue size, market capitalization and business complexity. Using the Standard and Poor's Global Industry Classification System (GICS) codes and other relevant industry parameters, the Company and its compensation consultant analyzed the managed care industry and determined there are five key segments in the industry: Managed Health Care, Healthcare Distributors, Healthcare Services, Drug Retail and Healthcare Facilities.

  86. Healthcare Industry Peer Group

    | Objective Criteria Considered | | 2023 Peer Group | | | | | •Common Industries •Revenue •Market Capitalization •EBITDA •Total Assets •Number of Employees | | Managed Health Care (Direct Competitors) | Healthcare Distributors | Healthcare Services & Drug Retail | Healthcare Facilities | | | | •Cigna Corporation (CI) •Elevance Health, Inc. (ELV) •Humana, Inc. (HUM) •Molina Healthcare, Inc. (MOH) •UnitedHealth Group, Inc. (UNH) | •Cencora (COR) •Cardinal Health, Inc. (CAH) •McKesson Corporation (MCK) | •CVS Health Corporation (CVS) •Walgreens Boots Alliance, Inc. (WBA) | •HCA Healthcare, Inc. (HCA) |

  87. Healthcare Industry Peer Group

    Based on FW Cook's independent review and recommendation, MetLife, Inc. and Prudential Financial, Inc. were added to the Healthcare Industry (HCI) Peer Group for 2024 compensation decisions.

  88. Healthcare Industry Peer Group

    | Executive Compensation | 77 |

  89. Healthcare Industry Peer Group

    Based on data compiled by FW Cook at the time of the peer group review, our positioning on the two most important key financial metrics relative to the peer group was as follows:

  90. Healthcare Industry Peer Group

    | | Market Capitalizationa | Revenueb | | Centene Corporation | $34.8 billion | $136.2 billion | | Relative Peer Group Position | 31st percentile | 31st percentile |

  91. Healthcare Industry Peer Group

    aRepresents market capitalization as of March 31, 2023. bRepresents revenues for the trailing four quarters ended March 31, 2023.

  92. General Industry Group

    General Industry Group Since there is a market for executive talent both within and outside our industry, we also benchmark against the general industry. Therefore, the market data the Compensation and Talent Committee utilizes includes not only the HCI Peer Group, but also a General Industry (GI) peer group of approximately 1,000 companies derived from the WTW Compensation Survey.

  93. Benchmarking Methodology

    Benchmarking Methodology The Compensation and Talent Committee's independent compensation consultant, FW Cook, gathered, analyzed and summarized the market data from the S&P Capital IQ database for the CEO and the other NEOs. For this analysis, which is utilized in determining compensation for the forthcoming year, we use size-adjusted general industry data in line with our revenue forecast to determine base salaries, annual cash incentive targets and LTIP targets. All elements of compensation are valued and reviewed in evaluating the relative competitiveness of our compensation practices against both market data and the Compensation and Talent Committee's competitive objectives. In addition, the Compensation and Talent Committee annually reviews a tally sheet for each NEO, which includes the current value of all outstanding equity-based awards, benefits and perquisites. The Compensation and Talent Committee uses the tally sheets to analyze each NEO's base salary, annual incentive target and long-term incentive opportunity in relation to the market and each component of compensation as a percentage of total compensation to determine if there is any risk of retention of key executives. The Compensation and Talent Committee, Chairman and CEO review the performance of each NEO and align compensation based on this analysis. The CEO is not involved in evaluating or determining her compensation.

  94. Risk Disclosure

    Risk Disclosure The Compensation and Talent Committee is aware of the consequences to companies that have not appropriately balanced risk and rewards in executive compensation. The Compensation and Talent Committee believes that the emphasis on long-term performance in the incentive plan results in an overall compensation program that does not encourage or reward excessive risk-taking for the Company. Risk is further limited by the ownership guidelines mentioned previously and a clawback provision that provides that any cash bonuses that are paid from the annual cash incentive plan, Cash LTIP or vesting of PSUs that are a result of material financial impropriety (as defined by the Audit and Compliance Committee of the Board), including but not limited to financial restatements due to these improprieties, may result in any officers becoming obligated to pay back the amount to the Company. The Company's compensation strategy is intended to mitigate risk by emphasizing long-term compensation and financial performance measures correlated with growing stockholder value rather than rewarding shorter performance and payout periods. A recent review of the Company's compensation programs by the Compensation and Talent Committee, with the support of FW Cook, did not identify any programs that unduly incentivize employees to take any excessive risks. Based on this review, our Compensation and Talent Committee concluded that our compensation programs, taken as a whole, are not reasonably likely to have a material adverse effect on the Company.

  95. Annual Cash Incentive Plan

    Annual Cash Incentive Plan The Compensation and Talent Committee rewards NEOs with an annual cash incentive award if the Company achieves its annual cash incentive objectives. The cash incentive payout is based on multiple metrics which were evaluated by the Compensation and Talent Committee to determine the award earned for 2023. Based on a review of market data, the Compensation and Talent Committee approved an annual cash incentive plan target opportunity in 2023 as follows:

  96. Annual Cash Incentive Plan

    | | 2023 Target Annual Cash Incentive as % of Base Salary | | Sarah M. London | 150% | | Andrew L. Asher | 125% | | Kenneth J. Fasola | 125% | | Christopher A. Koster | 100% | | David P. Thomas | 100% | | James E. Murray | 100% |

  97. 2023 Annual Cash Incentive Metrics

    2023 Annual Cash Incentive Metrics

  98. 2023 Annual Cash Incentive Metrics

    | Metric | Weight | | Adjusted Diluted EPS | 65% | | Enterprise & Individual Goals | 25% | | Quality, Member and Provider Satisfaction | 10% | | | 100% |

  99. 2023 Annual Cash Incentive Metrics

    | TARGET INCENTIVE OPPORTUNITY | | | | PERFORMANCE | | | | | | | | Base Salary | | Individual Target Award % | | Adjusted Diluted EPS | | Goals | | Quality | | Annual Cash Incentive Award | | | | | | Range: 0% to 200% | | Range: 0% to 200% | | Range: 0% to 200% | | (Maximum @ 200% of Target) | | | | | | Multiplied by 65% Weight | | Multiplied by 25% Weight | | Multiplied by 10% Weight | | |

  100. 2023 Annual Cash Incentive Metrics

    | 82 | Centene Corporation |

  101. Annual Cash Incentive Plan Measures

    Annual Cash Incentive Plan Measures Below is a summary of our performance of the Annual Cash Incentive Plan measures, which resulted in a total payout of 133%.

  102. Annual Cash Incentive Plan Measures

    | Metrics | Threshold | Target | Maximum | Actual vs. Target | Weighting | Weighted Payout % | | Adjusted Diluted EPS1 | | | | 146% | | 95% | | Enterprise & Individual Goals | | | | 150% | | 38% | | Quality, Member and Provider Satisfaction | | | | '- % | | '- % | | | | | | | | 133% | | 1Refer to Appendix A for reconciliations of non-GAAP measures included throughout this proxy statement. | | | | | | |

  103. Evaluation of Individual Performance

    | NEO | Target Opportunity % of Salary | Target Opportunity ($) | Funding Rate | Payout ($) | | Sarah M. London | 150% | $2,100,000 | 133% | $2,793,000 | | Andrew L. Asher | 125% | 1,281,250 | | 1,704,063 | | Kenneth J. Fasola | 125% | 1,370,192 | | 1,822,356 | | Christopher A. Koster | 100% | 750,000 | | 997,500 | | David P. Thomas | 100% | 965,000 | | 1,283,450 |

  104. Long-Term Incentive Awards

    Long-Term Incentive Awards

  105. 2023 Annual Long-Term Incentives

    2023 Annual Long-Term Incentives In 2023, the Company made adjustments to its long-term incentive program as a result of feedback received from our stockholders and based on a review of peer group data. In response to stockholder feedback, we have eliminated performance-based stock options and Cash LTIP from our compensation plan design in order to reduce the number of components to our LTIP awards (although we do retain performance-based restricted stock units as performance-based LTIP awards). In addition, long-term plan metrics have been differentiated from the annual incentive plan targets and TSR has been added as a component to performance-based restricted stock units. The 2023 awards were granted in March and consisted of the following: •Performance-based Restricted Stock Units (PSUs) (65% of shares granted) - The target metrics for the 2023-2025 performance period are three-year adjusted pre-tax earnings growth of 7.5% (34% weight), 2025 adjusted net earnings margin of 3.30% (33% weight) and three-year TSR relative to our peers (33% weight). Threshold, target and maximum metric achievement will result in 50%, 100% or 200% attainment of each metric, respectively. The threshold, target and maximum level of achievement for the TSR is set to 25th percentile, 55th percentile and 80th percentile, respectively. If earned, PSUs will vest in February 2026. •Service-based Restricted Stock Units (RSUs) (35% of shares granted) - One-third vest annually based on continued service with the Company. Below is a summary of long-term target compensation awarded to our NEOs in 2023:

  106. 2023 Annual Long-Term Incentives

    | NEO | Performance- Based RSUs ($) | Service-Based RSUs ($) | Total Target Long-Term Compensation ($) | | Sarah M. London | $8,760,521 | $4,812,510 | $13,573,031 | | Andrew L. Asher | 4,220,917 | 2,318,751 | 6,539,668 | | Kenneth J. Fasola | 3,838,777 | 2,108,779 | 5,947,556 | | Christopher A. Koster | 1,672,534 | 918,747 | 2,591,281 | | David P. Thomas | 2,151,900 | 1,182,114 | 3,334,014 | | James E. Murray | 2,707,881 | 1,487,477 | 4,195,357 |

  107. 2023 Annual Long-Term Incentives

    | Executive Compensation | 87 |

  108. 2021-2023 Performance-Based Restricted Stock Unit Award Results

    2021-2023 Performance-Based Restricted Stock Unit Award Results In December 2020, the Compensation and Talent Committee established the following metrics, targets and weights for the 2021-2023 PSUs. The Company results of both targets are shown below with a total percentage earned at 126.4% of the target:

  109. 2021-2023 Performance-Based Restricted Stock Unit Award Results

    | Metrics | Threshold | Target | Maximum | Weight | Metric Payout of Target | Weighted Payout % | | Adjusted Pre-tax Margin1 | | | | 60% | 77.3% | 46.4% | | Compound Annual Revenue Growth Rate | | | | 40% | 200.0% | 80.0% | | | | | | | | 126.4% | | 1Adjusted pre-tax margin represents a non-GAAP measure. Refer to Appendix A for reconciliations of non-GAAP measures throughout this proxy statement. | | | | | | |

  110. 2021-2023 Performance-Based Restricted Stock Unit Award Results

    The number of shares earned by each NEO at 126.4% are reflected in the table below:

  111. 2021-2023 Performance-Based Restricted Stock Unit Award Results

    | Name | Target (#) | Vested Shares (#) | | Sarah M. London | 30,000 | 37,920 | | Andrew L. Asher | 30,000 | 37,920 | | Kenneth J. Fasola1 | — | — | | Christopher A. Koster | 24,000 | 30,336 | | David P. Thomas | 15,000 | 18,960 | | James E. Murray1 | — | — | | 1Mr. Fasola and Mr. Murray did not have a payout as they were not with the Company at the time of grant for this performance cycle. | | |

  112. 2021-2023 Performance-Based Restricted Stock Unit Award Results

    | 88 | Centene Corporation |

  113. 2021-2023 Cash Long-Term Incentive Plan Award Results

    2021-2023 Cash Long-Term Incentive Plan Award Results In December 2020, the Compensation and Talent Committee established the following metrics, targets and weights for the 2021-2023 Cash LTIP. The Company results of the metrics as shown below. The Company was below the threshold for relative TSR as shown below, resulting in a total percentage earned at 63.2% of the target:

  114. 2021-2023 Cash Long-Term Incentive Plan Award Results

    | Metrics | Threshold | Target | Maximum | Weight | Metric Payout of Target | Weighted Payout % | | Adjusted Pre-tax Margin1 | | | | 30% | 77.3% | 23.2% | | Compound Annual Revenue Growth Rate | | | | 20% | 200.0% | 40.0% | | HCI Peer Group Relative TSR Percentile Rank | | | | 50% | —% | —% | | | | | | | | 63.2% | | 1Adjusted pre-tax margin represents a non-GAAP measure. Refer to Appendix A for reconciliations of non-GAAP measures throughout this proxy statement. | | | | | | |

  115. 2021-2023 Cash Long-Term Incentive Plan Award Results

    The amounts earned by each NEO at 63.2% are reflected in the table below:

  116. 2021-2023 Cash Long-Term Incentive Plan Award Results

    | Name | Target ($) | Payout ($) | | Sarah M. London | $800,000 | $505,600 | | Andrew L. Asher | 975,000 | 616,200 | | Kenneth J. Fasola | 1,000,000 | 632,000 | | Christopher A. Koster | 675,000 | 426,600 | | David P. Thomas | 935,000 | 590,920 | | James E. Murray | 750,000 | 474,000 |

  117. 2024 Annual Cash Incentive

    2024 Annual Cash Incentive The Compensation and Talent Committee rewards NEOs with an annual cash incentive award for achieving the Company's Adjusted Diluted EPS objective, enterprise and individual goals and quality metrics. Annually, the Compensation and Talent Committee assesses how each NEO contributed to achieving the Adjusted Diluted EPS objective and the other pre-determined objectives approved by the Compensation and Talent Committee. The Adjusted Diluted EPS objective is established during our annual business planning process. Our annual cash incentive plan targets are developed each year based on a pay for performance mentality with rigorous performance metrics at target that the Compensation and Talent Committee believes are challenging but attainable for our short-term and long-term incentive programs and stretch goals to reach to pay above target.

  118. 2024 Annual Cash Incentive Metrics

    2024 Annual Cash Incentive Metrics

  119. 2024 Annual Cash Incentive Metrics

    | Metric | Weight | | Adjusted Diluted EPS | 65% | | Enterprise & Individual Goals | 25% | | Quality, Member and Provider Satisfaction | 10% | | | 100% |

  120. 2024 Annual Cash Incentive Metrics

    The Compensation and Talent Committee will assess and evaluate how each NEO contributed to achieving this Adjusted Diluted EPS objective and the other pre-determined objectives stated above. Individual awards under our annual cash incentive plan are approved by the Compensation and Talent Committee based primarily upon: •business performance versus our business plan; •the effectiveness of each executive's leadership performance and potential to enhance long-term stockholder value; •targeted cash incentive amounts, which are based upon market data; and •the recommendation of the Chief Executive Officer (for all NEOs other than the CEO). Overall, 65% of each award is aligned with the Adjusted Diluted EPS target, 10% is based on specific metrics tied to quality of the overall company and the remaining 25% is aligned with specific enterprise and individual performance goals.

  121. 2024 Annual Cash Incentive Metrics

    | TARGET INCENTIVE OPPORTUNITY | | | | PERFORMANCE | | | | | | | | Base Salary | | Individual Target Award % | | Adjusted Diluted EPS | | Goals | | Quality | | Annual Cash Incentive Award | | | | | | Range: 0% to 200% | | Range: 0% to 200% | | Range: 0% to 200% | | (Maximum @ 200% of Target) | | | | | | Multiplied by 65% Weight | | Multiplied by 25% Weight | | Multiplied by 10% Weight | | |

  122. 2024 Annual Cash Incentive Metrics

    | 90 | Centene Corporation |

  123. 2024-2026 Long-Term Incentives

    2024-2026 Long-Term Incentives Our long-term incentive compensation is designed to attract and retain key executives, build an integrated management team, reward for innovation and appropriate risk-taking, balance short-term planning with long-term successes and align executive and stockholder interests. This includes using relative TSR, adjusted pre-tax earnings growth and adjusted pre-tax earnings margin targets. The relative TSR target is above the median. If the Company's absolute TSR for the performance period is negative, then the payout for this component will not exceed 100% of target. Annual grants are based on performance and guided by market practices. These long-term incentives take the form of the following: •PSUs (65% of stock granted) that are based on meeting predetermined performance targets (relative TSR, adjusted pre-tax earnings growth and adjusted net earnings margin) vest at the end of the three-year performance period. •RSUs (35% of stock granted) that vest ratably over three years. Long-term incentives are provided through equity, ensuring that the maximum number of shares of common stock granted in any calendar year (excluding shares granted in connection with an acquisition) does not exceed a level associated with competitive practice. Excluding acquisitions, the Company does not annually grant equity compensation exceeding 2% of the outstanding shares of the Company. In 2023, our run rate was 0.8%. Due to the growth of the Company, the competitive nature of our business and the necessity of retaining key management level employees, equity grants can be awarded to levels below senior executives. Annual PSU and RSU awards are granted in March, but may also be approved at other times for a promotion, extraordinary performance, a newly hired executive or as determined by the Compensation and Talent Committee.

  124. Individual Employment and Severance Agreements

    Individual Employment and Severance Agreements The Company is party to employment agreements with each of Sarah M. London, Andrew L. Asher, Kenneth J. Fasola and James E. Murray. The Board has determined that it is in the best interests of the Company and our stockholders that such executives enter into employment agreements to ensure a commitment to individual duties, compliance with restrictive covenants and the continued dedication of the executive, notwithstanding the possibility, threat or occurrence of a termination of employment, in particular upon a change in control. The Board believes it is imperative to diminish the inevitable distraction of the executive by virtue of the personal uncertainties and risks created by a pending or threatened change in control, to encourage the executive's full attention and dedication to the Company and to provide the executive with compensation and benefits arrangements upon a change in control which (i) will satisfy the executive's compensation and benefits expectations and (ii) are competitive with those of other major corporations. On March 21, 2022, the Board of Directors appointed Ms. London, previously the Company's Vice Chairman and a member of the Office of the Chairman, to the position of CEO of the Company, effective immediately, succeeding Michael F. Neidorff. Ms. London is party to an employment agreement dated April 27, 2022, entered into in connection with her appointment to the role of CEO. Pursuant to an employment agreement dated April 28, 2022, Mr. Asher agreed to continue serving as our Chief Financial Officer. In an effort to further align our executives' compensation with the interests of stockholders and promote corporate best practices, Ms. London and Mr. Asher's employment agreements were amended on February 20, 2023 to eliminate multi-year guaranteed long-term compensation awards. Future long-term compensation awards shall be annually determined by the Compensation and Talent Committee in its sole discretion.

  125. Individual Employment and Severance Agreements

    | Executive Compensation | 91 |

  126. Individual Employment and Severance Agreements

    The Company entered into employment agreements with Messrs. Fasola and Murray on February 20, 2023, pursuant to which Mr. Fasola agreed to serve as our President and Mr. Murray agreed to serve as our Chief Operating Officer. Mr. Fasola's employment agreement provides for a one-time $1,000,000 sign-on bonus in connection with his appointment as President, subject to an 18-month clawback if his employment terminates for cause or if he resigns without good reason during that period. Until February 2024, the Company was party to individual severance and change in control agreements with Christopher A. Koster and David P. Thomas. As further described below, in connection with becoming covered by the Executive Severance Plan, each waived all rights and benefits pursuant to their executive severance and change in control agreement, and such agreements were terminated. Under the terms of any employment agreement and under the Executive Severance Plan, if any components or amounts payable under the agreement are deemed to be "excess parachute payments" within the meaning of Section 280G of the Code or similar provision, the amount shall be reduced to the extent necessary so that no amounts paid shall be deemed excess parachute payments or, if the net benefit is greater, no reduction will be made, however the executive will be required to pay any additional taxes. No agreement provides for an excise tax gross-up. In their respective agreements, the executives agree to non-competition and non-solicitation provisions that may extend through the first anniversary of termination of employment (for Ms. London, the period is 24 months). In the event of a termination due to a change in control, Ms. London's non-competition and non-solicitation period will be reduced to 12 months and Mr. Asher will no longer be subject to such covenants. For a further description of the material terms of the employment agreements with Ms. London and Messrs. Asher, Fasola and Murray, see the “Individual Employment Agreements” section.

  127. Executive Severance Plan

    Executive Severance Plan In December 2023, the Compensation and Talent Committee approved the Centene Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”) in order to establish a more regular and uniform practice of providing severance benefits. In February 2024, Christopher A. Koster and David P. Thomas entered into restrictive covenant agreements pursuant to which each became eligible for benefits under the Executive Severance Plan. Under the restrictive covenant agreements, Mr. Koster and Mr. Thomas each waived all rights and benefits pursuant to their executive severance and change in control agreements, and such agreements were terminated. Under the Executive Severance Plan, if Mr. Koster or Mr. Thomas undergoes a termination of employment without cause (other than a change in control termination), he will receive the following: (i) a lump sum equal to one times his base salary plus prorated target bonus; (ii) the Company portion of COBRA premiums for medical and dental benefits for 12 months; (iii) outstanding equity awards will continue to vest and stock option and stock appreciation rights will continue to be exercisable (if not expired by their terms) for 12 months, with PSUs vesting based on actual performance; (iv) outstanding long-term incentive plan awards prorated and earned based on actual performance; and (v) outplacement assistance for six months following the termination. If Mr. Koster or Mr. Thomas undergoes a termination of employment without cause or for good reason within 24 months after a change in control (or a termination without cause during the six months prior to a change in control, if requested by a third party participating in or causing the change in control), he will receive the following: (i) a lump sum equal to two times his base salary plus two times his average bonus; (ii) the Company portion of COBRA premiums for medical and dental benefits for 18 months; (iii) outstanding equity awards will fully vest and become exercisable as of the date of termination, and stock option and stock appreciation rights will continue to be exercisable until the earlier to occur of 12 months after the change in control termination or the expiration date of the award, with any applicable performance goals deemed achieved at the greater of target or actual performance prior to the change in control; and (iv) outplacement assistance for 6 months following the termination. Additionally, Mr. Koster and Mr. Thomas are subject to a non-competition and non-solicitation (of Company employees or customers) obligation, each for a period of 12 months after termination for any reason, as well as ongoing confidentiality requirements. The non-competition obligation does not apply if Mr. Koster or Mr. Thomas undergoes a change in control termination. For a description of the terms of the executive severance and change in control agreements in effect for Messrs. Koster and Thomas as of December 31, 2023, see "Potential Payments Upon Termination or Change in Control" beginning on page 103.

  128. Executive Severance Plan

    | 92 | Centene Corporation |

  129. Retirement Provisions

    Retirement Provisions In addition, for all Company employees, Company awards include a qualified retirement definition. NEOs who are at least 55 years of age and have 10 years of employment at the time of retirement are eligible for the following: •A pro-rated number of PSUs vesting at the end of the performance period, based on the amount of time employed during the performance period and actual performance outcomes. •A one-year acceleration of vesting of RSUs for individuals who are retirement eligible. RSUs for the Company's executive officers are not accelerated but will have a one-year continuation of vesting upon a qualified retirement. •A pro-rated amount of cash LTIP vesting at the end of the performance period, based on the amount of time employed during the performance period and actual performance outcomes. •A pro-rated annual paid bonus, if employed for six months of the calendar year, paid at actual performance generally at the same time when bonuses are paid to other employees. Mr. Thomas is eligible for qualified retirement treatment.

  130. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021. Additional descriptions of each component of compensation for our NEOs are included elsewhere in this proxy statement under the caption, "Compensation Discussion and Analysis." For 2023, our NEOs included our Chief Executive Officer, Chief Financial Officer, President, Secretary and General Counsel and Chief Executive Officer of Markets and Medicaid. In addition, as required by SEC rules, we also included as a NEO James E. Murray, our former Chief Operating Officer, who notified the Company on May 19, 2023 of his plans to retire in 2024. Mr. Murray remains with the Company in a non-executive officer advisory role as he continues to transition his responsibilities prior to his upcoming retirement. As of January 1, 2024, Mr. Thomas is no longer an executive officer of the Company, but he remains in his role as CEO of Markets and Medicaid.

  131. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($)1 | Stock Awards ($)2 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)3 | | All Other Compensation ($)4 | | Total ($) | | Sarah M. London | 2023 | $1,400,000 | $— | $13,573,031 | $— | | $3,298,600 | | $285,335 | $18,556,966 | | Chief Executive Officer | 2022 | 1,359,038 | — | 7,624,974 | — | | 4,041,866 | | 220,569 | 13,246,447 | | | 2021 | 978,462 | 300,000 | 11,605,417 | 450,004 | | 1,467,693 | | 425,946 | 15,227,522 | | Andrew L. Asher | 2023 | 1,025,000 | — | 6,539,668 | — | | 2,320,263 | | 27,133 | 9,912,064 | | Chief Financial Officer | 2022 | 1,007,115 | — | 5,999,942 | — | | 2,687,777 | | 44,376 | 9,739,210 | | | 2021 | 916,298 | — | 5,809,537 | 450,004 | | 916,298 | | 106,901 | 8,199,038 | | Kenneth J. Fasola | 2023 | 1,096,154 | 1,000,000 | 5,947,556 | — | | 2,454,356 | | 117,968 | 10,616,034 | | President | 2022 | 997,519 | — | 7,199,984 | — | | 1,745,658 | | 39,525 | 9,982,686 | | Christopher A. Koster | 2023 | 750,000 | — | 2,591,281 | — | | 1,424,100 | | 78,956 | 4,844,337 | | Secretary and General Counsel | 2022 | 747,115 | — | — | — | | 1,627,452 | | 47,961 | 2,422,528 | | | 2021 | 674,039 | — | 3,949,702 | 524,987 | | 797,123 | | 39,981 | 5,985,832 | | David P. Thomas | 2023 | 965,000 | — | 3,334,014 | — | | 1,874,370 | | 24,724 | 6,198,108 | | Chief Executive Officer of Markets and Medicaid | 2022 | 965,000 | — | 1,499,993 | — | | 2,113,510 | | 55,253 | 4,633,756 | | James E. Murray | 2023 | 750,000 | — | 4,195,358 | — | | 1,224,000 | | 116,728 | 6,286,086 | | Executive Vice President | 2022 | 723,887 | — | 4,249,970 | — | | 1,266,803 | | 29,758 | 6,270,418 |

  132. Summary Compensation Table

    1Mr. Fasola's bonus represents a one-time cash bonus in connection with his appointment as President, subject to an 18 month clawback if his employment terminates for cause or if he resigns without good reason during that period. 2The amounts reported as Stock Awards and Option Awards for Ms. London, and Messrs. Asher, Fasola, Koster, Thomas and Murray, reflect the grant date fair value of grants made during the current year under the 2012 Stock Incentive Plan computed in accordance with FASB ASC 718. Note 15 to the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2023, describes the assumptions used to determine the grant date fair value for overall Company equity awards. There can be no assurance that the grant date fair value of Stock Awards and Option Awards will ever be realized. Stock awards granted to the NEOs include PSUs. PSUs are disclosed at target value. The 2023 PSUs have a maximum payout of 200%. If the maximum performance metrics are achieved, the grant date fair value of the performance awards would be $17,521,042 for Ms. London, $8,441,834 for Mr. Asher, $7,677,554 for Mr. Fasola, $3,345,069 for Mr. Koster, $4,303,800 for Mr. Thomas and $5,415,761 for Mr. Murray. 3The amounts shown in the Non-Equity Incentive Plan Compensation column include both the annual cash incentive and the Cash LTIP award payouts.

  133. Summary Compensation Table

    | Executive Compensation | 97 |

  134. Summary Compensation Table

    4The following table shows the components of "All Other Compensation" for fiscal year 2023:

  135. Summary Compensation Table

    | Name | 401(k) Match ($) | Non-qualified Deferred Compensation Match ($) | Life Insurance ($) | Personal Aircraft Usage ($)a | Liability Insurance ($) | Total Other Compensation ($) | | Sarah M. London | $9,900 | $100,604 | $25,000 | $147,598 | $2,233 | $285,335 | | Andrew L. Asher | 9,900 | — | 15,000 | — | 2,233 | 27,133 | | Kenneth J. Fasola | 9,900 | 42,470 | 15,000 | 48,365 | 2,233 | 117,968 | | Christopher A. Koster | 7,067 | 54,656 | 15,000 | — | 2,233 | 78,956 | | David P. Thomas | 6,600 | — | 15,000 | — | 3,124 | 24,724 | | James E. Murray | 9,900 | 12,600 | 15,000 | 76,995 | 2,233 | 116,728 | | aFor flights on corporate aircraft, the cost is calculated based on an average cost-per-flight-hour charge, which reflects the operating and periodic maintenance costs of the aircraft, crew travel expenses and other miscellaneous costs, and represents the incremental cost to the Company. | | | | | | |

  136. Summary Compensation Table

    | 98 | Centene Corporation |

  137. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information on 2023 grants of PSUs, RSUs and performance-based stock options under the 2012 Stock Incentive Plan as well as 2023 cash-based grants under the Annual Cash Incentive Plan to each of our NEOs. The grant date fair values and incremental fair value of these RSUs and PSUs are included in the Summary Compensation Table. The vesting provisions of the equity awards are included in the footnotes to the Outstanding Equity Awards at Fiscal Year-End Table.

  138. Grants of Plan-Based Awards Table

    | Name | Grant Date | Date of Board Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)3 | Grant Date Fair Value of Stock and Option Awards ($)4 | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | | Maximum (#) | | | | Sarah M. London | 2/17/2023 | 2/17/2023 | $105,000 | $2,100,000 | $4,200,000 | — | — | | — | — | $— | | | 3/15/2023 | 3/13/2023 | — | — | — | 23,282 | 46,564 | 5 | 93,128 | — | 2,949,364 | | | 3/15/2023 | 3/13/2023 | — | — | — | 23,988 | 47,975 | 6 | 95,950 | — | 3,038,737 | | | 3/15/2023 | 3/13/2023 | — | — | — | 23,282 | 46,564 | 7 | 93,128 | — | 2,772,420 | | | 3/15/2023 | 3/13/2023 | — | — | — | — | — | | — | 75,979 | 4,812,510 | | Andrew L. Asher | 2/13/2023 | 2/13/2023 | 64,063 | 1,281,250 | 2,562,500 | — | — | | — | — | — | | | 3/15/2023 | 3/13/2023 | — | — | — | 11,218 | 22,435 | 5 | 44,870 | — | 1,421,033 | | | 3/15/2023 | 3/13/2023 | — | — | — | 11,558 | 23,115 | 6 | 46,230 | — | 1,464,104 | | | 3/15/2023 | 3/13/2023 | — | — | — | 11,218 | 22,435 | 7 | 44,870 | — | 1,335,780 | | | 3/15/2023 | 3/13/2023 | — | — | — | — | — | | — | 36,608 | 2,318,751 | | Kenneth J. Fasola | 2/13/2023 | 2/13/2023 | 68,510 | 1,370,193 | 2,740,386 | — | — | | — | — | — | | | 3/15/2023 | 3/13/2023 | — | — | — | 10,202 | 20,404 | 5 | 40,808 | — | 1,292,389 | | | 3/15/2023 | 3/13/2023 | — | — | — | 10,511 | 21,022 | 6 | 42,044 | — | 1,331,533 | | | 3/15/2023 | 3/13/2023 | — | — | — | 10,202 | 20,404 | 7 | 40,808 | — | 1,214,855 | | | 3/15/2023 | 3/13/2023 | — | — | — | — | — | | — | 33,293 | 2,108,779 | | Christopher A. Koster | 2/13/2023 | 2/13/2023 | 37,500 | 750,000 | 1,500,000 | — | — | | — | — | — | | | 3/15/2023 | 3/13/2023 | — | — | — | 4,445 | 8,890 | 5 | 17,780 | — | 563,093 | | | 3/15/2023 | 3/13/2023 | — | — | — | 4,580 | 9,159 | 6 | 18,318 | — | 580,131 | | | 3/15/2023 | 3/13/2023 | — | — | — | 4,445 | 8,890 | 7 | 17,780 | — | 529,310 | | | 3/15/2023 | 3/13/2023 | — | — | — | — | — | | — | 14,505 | 918,747 | | David P. Thomas | 2/13/2023 | 2/13/2023 | 48,250 | 965,000 | 1,930,000 | — | — | | — | — | — | | | 3/15/2023 | 3/13/2023 | — | — | — | 5,719 | 11,438 | 5 | 22,876 | — | 724,483 | | | 3/15/2023 | 3/13/2023 | — | — | — | 5,892 | 11,784 | 6 | 23,568 | — | 746,399 | | | 3/15/2023 | 3/13/2023 | — | — | — | 5,719 | 11,438 | 7 | 22,876 | — | 681,019 | | | 3/15/2023 | 3/13/2023 | — | — | — | — | — | | — | 18,663 | 1,182,114 | | James E. Murray | 2/13/2023 | 2/13/2023 | 37,500 | 750,000 | 1,500,000 | — | — | | — | — | — | | | 3/15/2023 | 3/13/2023 | — | — | — | 7,197 | 14,393 | 5 | 28,786 | — | 911,653 | | | 3/15/2023 | 3/13/2023 | — | — | — | 7,415 | 14,829 | 6 | 29,658 | — | 939,269 | | | 3/15/2023 | 3/13/2023 | — | — | — | 7,197 | 14,393 | 7 | 28,786 | — | 856,959 | | | 3/15/2023 | 3/13/2023 | — | — | — | — | — | | — | 23,484 | 1,487,477 |

  139. Grants of Plan-Based Awards Table

    1The amounts shown in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns represent the range of the annual cash incentive awards as described in the section titled "Annual Cash Incentive Plan" in the Compensation Discussion and Analysis above. 2The amounts shown in the Estimated Future Payouts Under Equity Incentive Plan Awards columns represent the range of shares that may be earned at the end of the 2023-2025 performance period applicable to our PSUs assuming achievement of the relevant performance objectives.

  140. Grants of Plan-Based Awards Table

    | Executive Compensation | 99 |

  141. Grants of Plan-Based Awards Table

    3The amounts shown in the All Other Stock Awards column represent the RSUs described in the section titled "2023 Annual Long-Term Incentives" in the Compensation Discussion and Analysis above. 4The amounts shown in the Grant Date Fair Value of Stock Awards column represent the grant date fair value, measured in accordance with FASB ASC 718. 5Equity incentive grants contain a performance condition based upon our 2025 Adjusted Net Earnings Margin. For performance between the threshold and the target or the target and the maximum, the number of PSUs earned will be interpolated. 6Equity incentive grants contain a performance condition based upon our 2023-2025 Adjusted Pre-tax Earnings Growth. For performance between the threshold and the target or the target and the maximum, the number of PSUs earned will be interpolated. 7Equity incentive grants contain a performance condition based upon our 2023-2025 relative TSR. For performance between the threshold and the target or the target and the maximum, the number of PSUs earned will be interpolated.

  142. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table shows the number of shares covered by exercisable and unexercisable options and unvested RSUs and PSUs held by our NEOs on December 31, 2023.

  143. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Option Awards | | | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)1 | | Market Value of Shares or Units of Stock That Have Not Vested ($)2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)1 | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2 | | Sarah M. London | — | — | 13,449 | $81.85 | 12/15/2031 | 3 | 5,694 | 4 | $422,552 | 16,494 | 10 | $1,224,020 | | | — | — | — | — | — | | 4,500 | 5 | 333,945 | 89,453 | 10 | 6,638,307 | | | — | — | — | — | — | | 110,000 | 6 | 8,163,100 | 46,564 | 11 | 3,455,514 | | | — | — | — | — | — | | 4,887 | 7 | 362,664 | 47,975 | 11 | 3,560,225 | | | — | — | — | — | — | | 75,979 | 8 | 5,638,402 | 46,564 | 11 | 3,455,514 | | | — | — | — | — | — | | 37,920 | 9 | 2,814,043 | — | | — | | Andrew L. Asher | — | — | 13,449 | 81.85 | 12/15/2031 | 3 | 16,667 | 12 | 1,236,858 | 16,494 | 10 | 1,224,020 | | | — | — | — | — | — | | 4,887 | 7 | 362,664 | 35,352 | 10 | 2,623,472 | | | — | — | — | — | — | | 23,568 | 13 | 1,748,981 | 22,435 | 11 | 1,664,901 | | | — | — | — | — | — | | 36,608 | 8 | 2,716,680 | 23,115 | 11 | 1,715,364 | | | — | — | — | — | — | | 37,920 | 9 | 2,814,043 | 22,435 | 11 | 1,664,901 | | Kenneth J. Fasola | — | — | — | — | — | | 10,387 | 14 | 770,819 | 21,317 | 10 | 1,581,935 | | | — | — | — | — | — | | 26,870 | 15 | 1,994,023 | 20,404 | 11 | 1,514,181 | | | — | — | — | — | — | | 35,384 | 16 | 2,625,847 | 21,022 | 11 | 1,560,043 | | | — | — | — | — | — | | 35,583 | 17 | 2,640,614 | 20,404 | 11 | 1,514,181 | | | — | — | — | — | — | | 9,474 | 18 | 703,066 | — | | — | | | — | — | — | — | — | | 33,293 | 8 | 2,470,674 | — | | — | | Christopher A. Koster | — | — | 15,690 | 81.85 | 12/15/2031 | 3 | 4,500 | 5 | 333,945 | 19,243 | 10 | 1,428,023 | | | — | — | — | — | — | | 5,702 | 7 | 423,145 | 8,890 | 11 | 659,727 | | | — | — | — | — | — | | 14,505 | 8 | 1,076,416 | 9,159 | 11 | 679,689 | | | — | — | — | — | — | | 30,336 | 9 | 2,251,235 | 8,890 | 11 | 659,727 | | David P. Thomas | — | — | 6,724 | 81.85 | 12/15/2031 | 3 | 2,444 | 7 | 181,369 | 8,247 | 10 | 612,010 | | | — | — | — | — | — | | 12,442 | 18 | 923,321 | 11,438 | 11 | 848,814 | | | — | — | — | — | — | | 18,277 | 19 | 1,356,336 | 11,784 | 11 | 874,491 | | | — | — | — | — | — | | 18,960 | 9 | 1,407,022 | 11,438 | 11 | 848,814 | | James E. Murray | 30,683 | — | — | 63.31 | 1/2/2030 | | 16,955 | 16 | 1,258,231 | 5,329 | 10 | 395,465 | | | — | — | — | — | — | | 17,633 | 16 | 1,308,545 | 14,393 | 11 | 1,068,105 | | | — | — | — | — | — | | 12,813 | 16 | 950,853 | 14,829 | 11 | 1,100,460 | | | — | — | — | — | — | | 44,478 | 20 | 3,300,712 | 14,393 | 11 | 1,068,105 | | | — | — | — | — | — | | 2,369 | 18 | 175,803 | — | | — | | | — | — | — | — | — | | 23,484 | 8 | 1,742,748 | — | | — |

  144. Outstanding Equity Awards at Fiscal Year-End Table

    | Executive Compensation | 101 |

  145. Outstanding Equity Awards at Fiscal Year-End Table

    1Upon the occurrence of a change in control and subsequent termination, any unvested RSUs and PSUs will vest, with the PSUs vesting at the greater of the actual or target level of performance. 2Determined with reference to $74.21, the closing stock price of a share of Centene common stock on December 29, 2023. 3Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the average closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date. 4The RSUs vested on February 28, 2024. 5The RSUs vest on June 23, 2024. 6The RSUs vest on September 7, 2024. 7The RSUs vest on December 15, 2024. 8The RSUs vest in three equal installments on the anniversary of the grant date beginning on March 15, 2024. 9The PSUs vested upon the Company's release of 2023 earnings in February 2024. 10 The PSUs will vest or be forfeited based on the attainment of the applicable three-year performance metrics ending 2024. 11The PSUs will vest or be forfeited based on the attainment of the applicable three-year performance metrics ending 2025. 12The RSUs vest on May 7, 2024. 13The RSUs vest in two equal installments on the anniversary of the grant date beginning on April 26, 2024. 14The RSUs vest in two installments; 936 shares vested on January 4, 2024, and 9,451 shares vest July 4, 2024. 15The RSUs vest on July 4, 2024. 16The RSUs vested on January 4, 2024. 17The RSUs vest in two installments; 17,791 shares vested on January 19, 2024, and 17,792 shares vest on January 19, 2025. 18The RSUs vest in two equal annual installments beginning on March 15, 2024. 19The RSUs vest in two installments; 12,185 shares vest on November 12, 2024, and 6,092 shares vest on November 12, 2025. 20The RSUs vested on January 19, 2024.

  146. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the number of shares of our stock acquired by our NEOs in 2023 upon vesting of RSUs or PSUs. No option awards were exercised in 2023.

  147. Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Sarah M. London | — | $— | 16,895 | $2,159,039 | | Andrew L. Asher | — | — | 43,478 | 5,067,954 | | Kenneth J. Fasola | — | — | 13,608 | 1,635,968 | | Christopher A. Koster | — | — | 16,301 | 2,115,495 | | David P. Thomas | — | — | 15,332 | 1,920,973 | | James E. Murray | — | — | 718 | 74,995 |

  148. Option Exercises and Stock Vested Table

    | 102 | Centene Corporation |

  149. Non-qualified Deferred Compensation Table

    Non-qualified Deferred Compensation Table Under the Company's Deferred Compensation Plan, the NEOs may contribute a designated percentage of salary and/or bonus into the plan which serves as an excess savings plan due to tax limitations under our tax qualified 401(k) plan. The following table shows the change in the Non-qualified Deferred Compensation balances for our NEOs who participated for the fiscal year ended December 31, 2023:

  150. Non-qualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)1 | Registrant Contributions in Last FY ($)2 | Aggregate Earnings (Losses) in Last FY ($)3 | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($)4 | | Sarah M. London | $231,424 | $100,604 | $32,906 | $— | $702,042 | | Andrew L. Asher | — | — | 318,489 | — | 1,653,243 | | Kenneth J. Fasola | 174,566 | 42,470 | 32,972 | — | 311,279 | | Christopher A. Koster | 153,447 | 54,656 | 172,048 | — | 1,227,576 | | David P. Thomas | — | — | 58,788 | — | 426,278 | | James E. Murray | 45,000 | 12,600 | 4,541 | — | 62,141 |

  151. Non-qualified Deferred Compensation Table

    1Executive contributions were included in the Salary and/or Non-Equity Incentive Plan Compensation columns in the Summary Compensation Table to the extent the executive was named in the proxy statement in the fiscal year in which such contributions were earned. 2All registrant contributions are included in the All Other Compensation column in the Summary Compensation Table for 2023. 3The Company does not pay above market interest or preferential dividends on investments in the Deferred Compensation Plan. Investment options in the Deferred Compensation Plan are substantially the same as the 401(k) plan, with the exception of the investment in Centene common stock. The returns on the investments available to employees during 2023 ranged from -9.5% to 49.3%, with a median return of 15.5% for the year ended December 31, 2023. 4The amounts shown in the Aggregate Balance at Last Fiscal Year-End column include money the Company owes these individuals for salaries and incentive compensation they earned in prior years but did not receive because they elected to defer receipt of it until a later time. For prior years, all amounts contributed by a NEO in such years have been reported in the Summary Compensation Table in our previously filed proxy statements in the year earned, to the extent the executive was named in such proxy statements and the amounts were so required to be reported in such tables. The amounts reported in the Summary Compensation Table for the years ended December 31, 2023, 2022 and 2021 are summarized below.

  152. Non-qualified Deferred Compensation Table

    | Name | 2023 Summary Compensation Table ($) | 2022 Summary Compensation Table (S) | 2021 Summary Compensation Table (S) | | | Sarah M. London | $100,604 | $388,618 | $167,424 | | | Andrew L. Asher | — | 18,339 | 128,745 | | | Kenneth J. Fasola | 42,470 | 237,258 | — | 1 | | Christopher A. Koster | 129,656 | 139,020 | 266,900 | | | David P. Thomas | — | 100,421 | 78,298 | 1 | | James E. Murray | 57,600 | — | — | 1 | | 1Mr. Fasola, Mr. Thomas and Mr. Murray were not Named Executive Officers in the Company's 2021 proxy statement. | | | | |

  153. Non-qualified Deferred Compensation Table

    | Executive Compensation | 103 |

  154. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As previously discussed, Ms. London and Messrs. Asher, Fasola and Murray are party to employment agreements, pursuant to which they will receive severance payments and benefits upon certain terminations of employment. Messrs. Koster and Thomas are not party to individual employment agreements providing for severance, and instead, as of December 31, 2023, were party to executive severance and change in control agreements.

  155. Termination and Change-in-Control Tables

    | Sarah M. London | | | | | | | | Executive Benefits and Payments Upon Terminations | Voluntary Termination/ Retirement ($) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Death ($) | Disability ($) | Termination Following a Change in Control ($) | | Severance | $— | $7,951,159 | $— | $— | $— | $11,926,739 | | Pro rata Bonus Payment | — | 2,575,580 | — | 2,575,580 | 2,575,580 | 2,575,580 | | Unvested RSUs and PSUs | — | 35,195,682 | — | 35,195,682 | 35,195,682 | 36,068,286 | | Cash LTIP | — | 2,675,000 | — | 2,675,000 | 2,675,000 | 2,675,000 | | Welfare Benefits Values | — | 46,293 | — | 1,136,293 | 46,293 | 69,439 |

  156. Termination and Change-in-Control Tables

    | Andrew A. Asher | | | | | | | | Executive Benefits and Payments Upon Terminations | Voluntary Termination/ Retirement ($) | Involuntary Not for Cause Termination or Voluntary with Good Reason ($) | For Cause Termination ($) | Death ($) | Disability ($) | Termination Following a Change in Control ($) | | Severance | $— | $1,025,000 | $— | $1,025,000 | $1,025,000 | $5,270,075 | | Pro rata Bonus Payment | — | 1,704,063 | — | 1,704,063 | 1,704,063 | 1,281,250 | | Unvested RSUs and PSUs | — | 8,414,679 | — | 8,414,679 | 8,414,679 | 17,771,885 | | Cash LTIP | — | 786,825 | — | 786,825 | 786,825 | 1,950,000 | | Welfare Benefits Values | — | 22,943 | — | 452,943 | 22,943 | 464,415 | | Outplacement | — | 25,000 | — | — | — | — |

  157. Termination and Change-in-Control Tables

    | Kenneth J. Fasola | | | | | | | | Executive Benefits and Payments Upon Terminations | Voluntary Termination/ Retirement ($) | Involuntary Not for Cause Termination or Voluntary with Good Reason ($) | For Cause Termination ($) | Death ($) | Disability ($) | Termination Following a Change in Control ($) | | Severance | $— | $7,114,145 | $— | $7,114,145 | $7,114,145 | $5,691,316 | | Pro rata Bonus Payment | — | 1,822,356 | — | 1,822,356 | 1,822,356 | 1,375,000 | | Unvested RSUs and PSUs | 9,257,888 | 9,257,888 | — | 11,786,456 | 11,786,456 | 17,375,381 | | Cash LTIP | — | — | — | 1,666,667 | 1,666,667 | 2,000,000 | | Welfare Benefits Values | — | 7,464 | — | 150,000 | 7,464 | 161,195 | | Outplacement | — | 25,000 | — | — | — | — |

  158. Termination and Change-in-Control Tables

    | Christopher A. Koster | | | | | | | | Executive Benefits and Payments Upon Terminations | Voluntary Termination/ Retirement ($) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Death ($) | Disability ($) | Termination Following a Change in Control ($) | | Severance | $— | $750,000 | $— | $— | $— | $3,211,875 | | Pro rata Bonus Payment | — | 997,500 | — | — | — | 750,000 | | Unvested RSUs and PSUs | — | 3,367,056 | — | 4,425,983 | 4,425,983 | 8,268,923 | | Cash LTIP | — | — | — | 1,175,000 | 1,175,000 | 1,425,000 | | Welfare Benefits Values | — | 20,872 | — | 340,000 | — | 31,308 | | Outplacement | — | 25,000 | — | — | — | 25,000 |

  159. Termination and Change-in-Control Tables

    | David P. Thomas | | | | | | | | Executive Benefits and Payments Upon Terminations | Voluntary Termination/ Retirement ($) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Death ($) | Disability ($) | Termination Following a Change in Control ($) | | Severance | $— | $965,000 | $— | $— | $— | $4,514,574 | | Pro rata Bonus Payment | 1,283,450 | 1,283,450 | — | — | — | 965,000 | | Unvested RSUs and PSUs | 1,992,143 | 1,992,143 | — | 3,049,662 | 3,049,662 | 7,233,471 | | Cash LTIP | 703,503 | 703,503 | — | 1,578,333 | 1,578,333 | 1,900,000 | | Welfare Benefits Values | — | 23,472 | — | 328,000 | — | 35,209 | | Outplacement | — | 25,000 | — | — | — | 25,000 |

  160. Termination and Change-in-Control Tables

    | James E. Murray | | | | | | | | Executive Benefits and Payments Upon Terminations | Voluntary Termination/ Retirement ($) | Involuntary Not for Cause Termination or Voluntary with Good Reason ($) | For Cause Termination ($) | Death ($) | Disability ($) | Termination Following a Change in Control ($) | | Severance | $— | $5,042,008 | $— | $5,042,008 | $5,042,008 | $4,033,606 | | Pro rata Bonus Payment | — | 750,000 | — | 750,000 | 750,000 | 750,000 | | Unvested RSUs and PSUs | 2,727,860 | 3,042,076 | — | 3,042,076 | 3,042,076 | 5,550,685 | | Cash LTIP | — | 605,250 | — | 605,250 | 605,250 | 1,500,000 | | Welfare Benefits Values | — | 17,953 | — | 192,953 | 17,953 | 201,930 | | Outplacement | — | 25,000 | — | — | — | — |

  161. Pay Versus Performance

    Pay Versus Performance The following table illustrates the relation between executive compensation and certain Company performance metrics for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. Amounts disclosed below reflect compensation to our Principal Executive Officers (PEO) and Non-PEO Named Executive Officers (Non-PEO NEO), including compensation reflected on the Summary Compensation Table (SCT) and Compensation Actually Paid (CAP). Performance metrics include TSR for the Company, TSR for the S&P Health Care Index effective as of December 31, 2023, Company Net Income and Adjusted Diluted EPS, which is the measure selected by the Company as the most important financial metric for determining CAP in the current year. Additional description of Compensation Actually Paid is outlined in a footnote to the table below.

  162. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO1 ($) | Summary Compensation Table Total for Second PEO2 ($) | Compensation Actually Paid to First PEO1,3 ($) | Compensation Actually Paid to Second PEO2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEO4 ($) | Average Compensation Actually Paid to Non-PEO NEO 4,5 ($) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return6 ($) | Net Income ($) | Adjusted Diluted EPS7 ($) | | 2023 | $18,556,966 | $— | $13,968,419 | $– | $7,571,326 | $6,661,957 | $118.04 | $143.18 | $2,702 | $6.68 | | 2022 | 13,246,447 | 7,599,513 | 12,622,902 | 6,829,908 | 6,659,921 | 6,508,126 | 130.44 | 140.29 | 1,202 | 5.78 | | 2021 | — | 20,637,990 | — | 42,314,846 | 9,904,692 | 8,682,563 | 131.06 | 143.09 | 1,347 | 5.15 | | 2020 | — | 24,956,777 | — | 24,990,265 | 8,575,674 | 8,110,409 | 95.48 | 113.45 | 1,808 | 5.00 |

  163. Pay Versus Performance

    1 Represents compensation for Ms. London, the Company's current CEO. 2 Represents compensation for Mr. Neidorff, the Company's former CEO. 3 PEO Compensation Actually Paid. The amounts in the following table represent each of the amounts deducted and added to the equity award values for the PEOs for 2023 for purposes of computing the "compensation actually paid" amounts appearing in this column of the Pay Versus Performance table:

  164. Pay Versus Performance

    | | 2023 | | PEO Summary Compensation Table Total | $18,556,966 | | SCT "Stock Awards Total" column value | (13,573,031) | | Year-end fair value of outstanding equity awards granted in applicable year | 15,785,570 | | Change in fair value of outstanding equity awards granted in prior years | (6,472,270) | | Change in fair value of prior-year equity awards vested in applicable year | (328,816) | | PEO Compensation Actually Paid | $13,968,419 |

  165. Pay Versus Performance

    4 Non-PEO NEOs for the applicable years were as follows: 2023 - Andrew Asher, Kenneth Fasola, Christopher Koster, David Thomas and James Murray; 2022 - Andrew Asher, Kenneth Fasola, Christopher Koster, Brent Layton, James Murray and David Thomas; 2021 - Andrew Asher, Jesse Hunter, Christopher Koster, Brent Layton, Sarah London and Jeffrey Schwaneke; and 2020 - Mark Brooks, Kenneth Burdick, Brandy Burkhalter, Jesse Hunter and Jeffrey Schwaneke. 5 Average Non-PEO NEO Compensation Actually Paid. The amounts in the following table represent each of the amounts deducted and added to the equity award values for the non-PEO NEOs for 2023 for purposes of computing the "compensation actually paid" amounts appearing in this column of the Pay Versus Performance table:

  166. Pay Versus Performance

    | | 2023 | | Average Non-PEO NEO Summary Compensation Table Total | $7,571,326 | | SCT "Stock Awards Total" column value | (4,521,575) | | Vesting date fair value of equity awards granted and vested in applicable year | 78,808 | | Year-end fair value of outstanding equity awards granted in applicable year | 5,166,304 | | Change in fair value of outstanding equity awards granted in prior years | (1,444,950) | | Change in fair value of prior-year equity awards vested in applicable year | (187,955) | | Average Non-PEO NEO Compensation Actually Paid | $6,661,957 |

  167. Pay Versus Performance

    6 Represents the TSR for the S&P Health Care Index. The Company utilized the S&P Managed Healthcare Index as the peer group in its 2023 proxy statement. The index was changed in the current year to more closely align with industry standards. The S&P Managed Healthcare Index TSR was: 2023 - $172.53, 2022 - $175.47, 2021 - $163.35 and 2020 - $116.34.

  168. Pay Versus Performance

    | Executive Compensation | 109 |

  169. Pay Versus Performance

    7 The Company has identified Adjusted Diluted EPS, a non-GAAP measure, as our company-selected measure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the non-PEO NEOs in 2023 to the Company's performance. See Appendix A for reconciliation of non-GAAP measures. The graphs below describe the relationship between the PEO and Non-PEO NEOs' Compensation Actually Paid to the Company's TSR, Net Income and Adjusted Diluted EPS.

  170. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  171. Compensation Actually Paid vs. TSR

    | | CAP to Second PEO ($ in millions) | | | CAP to First PEO ($ in millions) | | | Average Compensation Actually Paid to Non-PEO NEOs ($ in millions) | | | Company TSR | | | S&P Health Care Index TSR |

  172. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  173. Compensation Actually Paid vs. Net Income

    | | CAP to Second PEO ($ in millions) | | | CAP to First PEO ($ in millions) | | | Average Compensation Actually Paid to Non-PEO NEOs ($ in millions) | | | Net Income ($ in billions) |

  174. Compensation Actually Paid vs. Adjusted Diluted EPS1

    Compensation Actually Paid vs. Adjusted Diluted EPS1

  175. Compensation Actually Paid vs. Adjusted Diluted EPS1

    | | CAP to Second PEO ($ in millions) | | | CAP to First PEO ($ in millions) | | | Average Compensation Actually Paid to Non-PEO NEOs ($ in millions) | | | Adjusted Diluted EPS | | 1 | Represents non-GAAP measure. Refer to Appendix A for reconciliation of non-GAAP measures. |

  176. Compensation Actually Paid vs. Adjusted Diluted EPS1

    | 110 | Centene Corporation |

  177. Compensation Actually Paid vs. Adjusted Diluted EPS1

    The following table lists the five financial performance measures that we believe represent the most important performance measures we used during 2023 to link compensation actually paid to our named executive officers to our performance:

  178. Compensation Actually Paid vs. Adjusted Diluted EPS1

    | Most Important Performance Measures | | | | Adjusted Diluted EPS | Adjusted Net Earnings Margin | Total Shareholder Return (TSR) | | Adjusted Pre-tax Margin | Revenue Growth Compound Annual Growth | |

  179. CEO to Median Employee Pay Ratio Information

    CEO to Median Employee Pay Ratio Information Pursuant to Item 402(u) of Regulation S-K, we have included below a disclosure of the ratio of the median employee's annual total compensation to the annual total compensation of our CEO, Ms. London. Since the applicable SEC rules allow companies to use a variety of methods to determine this ratio, the ratio disclosed by the Company may not be comparable to the ratio disclosed by other companies. Ms. London's annual total compensation for the year ended December 31, 2023 was $18,566,966, which reflects the amount reported in the Summary Compensation Table, plus $10,000 of the Company-paid portion of Ms. London's medical plan premiums. The annual total compensation for the median employee for the year ending December 31, 2023 was $79,507, inclusive of the Company-paid portion of the employee's medical plan premiums. Ms. London's annual total compensation was 234 times that of our median employee's pay. We last determined the median employee on December 31, 2021 by examining the total cash compensation (i.e., base wages plus short-term incentive payments) for individuals, excluding our CEO, who were employed by the Company as of December 31, 2021. During this analysis, the compensation for employees hired during the year was annualized. We included all employees, whether employed on a full-time or part-time basis, except for approximately 9,000 employees of our United Kingdom affiliate which were recently acquired at the time of the analysis, and subsequently divested in January 2024, and employees who have anomalous pay characteristics that could significantly distort the pay ratio. This resulted in 64,825 employees being included in our median employee calculation. Notwithstanding a number of divestitures and acquisitions during 2022 and 2023, there has been no significant overall change in the Company's employee population or employee compensation arrangements, and using the median employee determined in 2021 will not significantly affect the pay ratio disclosure. However, as the median employee was no longer employed with the Company, we used another employee whose compensation was substantially similar to the original median employee. After identifying the median employee, we calculated annual total compensation of the employee using the same methodology used for our NEOs within the Summary Compensation Table of this proxy statement, plus company-paid medical plan premiums capped at $10,000.

  180. CEO to Median Employee Pay Ratio Information

    | Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 111 |

  181. CEO to Median Employee Pay Ratio Information

    | 3 PROPOSAL | Ratification of Appointment of Independent Registered Public Accounting Firm |

  182. CEO to Median Employee Pay Ratio Information

    KPMG LLP audited our financial statements for the fiscal year ended December 31, 2023. The Audit and Compliance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit our financial statements. The Audit and Compliance Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for the current fiscal year, and we are asking stockholders to ratify this appointment. KPMG LLP has been retained as our external auditor continuously since 2005. The Audit and Compliance Committee believes the continued retention of KPMG LLP to serve as our independent registered public accounting firm is in the best interests of the Company and our stockholders, because of the quality of accounting firm, the level of service provided by the firm, its efficient and innovative audit processes and competitive fee structure. Stockholder ratification of this selection is not required by our By-laws or other applicable legal requirements. Our Board of Directors is, however, submitting the selection of KPMG LLP to stockholders for ratification as a matter of good corporate practice. In the event that stockholders fail to ratify the selection, the Audit and Compliance Committee will consider whether or not to retain that firm. Even if the selection is ratified, the Audit and Compliance Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit and Compliance Committee believes that a change would be in the best interests of the Company and our stockholders. We expect that representatives of KPMG LLP will be present at our Annual Meeting of Stockholders to answer appropriate questions. They will have the opportunity to make a statement if they desire to do so. The affirmative vote of the holders of a majority of the votes cast at the meeting is being sought to ratify the selection of KPMG LLP as our independent registered public accounting firm for the current fiscal year.

  183. CEO to Median Employee Pay Ratio Information

    | | The Board recommends that stockholders vote "FOR" the ratification of the selection of KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |

  184. CEO to Median Employee Pay Ratio Information

    | 112 | Centene Corporation |