DEF 14A of Centene Corp, Mar 27, 2025

DEF 14A of Centene Corp

Filed Mar 27, 2025 · FY20240001071739-25-000063

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information about each of the eleven 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 | 70 | 2018 | Publix Super Markets, Inc.1 | | | | | | | Kenneth A. Burdick Executive Chairman of LifeStance Health Group, Inc. | 66 | 2022 | LifeStance Health Group, Inc. | | | | | | | Christopher J. Coughlin Retired Executive Vice President and Chief Financial Officer, Tyco International Ltd. | 72 | 2022 | | | | | | | | H. James Dallas Former Senior Vice President, Quality and Operations, Medtronic Public Limited Company | 66 | 2020 | KeyCorp | | | | | | | Wayne S. DeVeydt Managing Director, Bain Capital; Executive Chairman, Surgery Partners, Inc. | 55 | 2022 | Surgery Partners, Inc. | | | | | | | Frederick H. Eppinger Director, President and Chief Executive Officer of Stewart Information Services Company | 66 | 2006 | Stewart Information Services Company | | | | | | | Monte E. Ford Principal Partner, Chief Information Officer Strategy Exchange | 65 | 2022 | Akamai Technologies, Inc. Iron Mountain, Inc. Jet Blue Airways Corporation | | | | | | | Thomas R. Greco Former CEO of Advance Auto Parts, Inc. | 66 | 2024 | Tapestry, Inc. Wingstop, Inc. | | | | | | | Sarah M. London Chief Executive Officer of Centene Corporation | 44 | 2021 | | | | | | | | Theodore R. Samuels Former President, Capital Guardian Trust Company | 70 | 2022 | Bristol Myers Squibb Company Iron Mountain, Inc. | | | | | | | Kenneth Y. Tanji Former Chief Financial Officer, Prudential Financial, Inc. | 59 | 2025 | The Public Service Enterprise Group, 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 | 17 |

  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

    | | 0-2 Years | | 6+ Years | | | 3-5 Years | | |

  10. 2025 Director Nominees

    2025 Director Nominees We have 11 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 2026 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 New York Stock Exchange's (NYSE) independence standards.

  11. 2025 Director Nominees

    | 32 | Proposal 1 - Election of Directors |

  12. 2025 Director Nominees

    | Jessica L. Blume | 70 | | | | | Retired Vice Chairman of Deloitte LLP | Director Since: February 2018 | Independent Yes | | | Board Committees Audit and Compliance; Governance (Chair) | | | | | Current Directorships •Publix Super Markets, Inc. | Prior Directorships None | | |

  13. 2025 Director Nominees

    EXPERIENCE: 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

  14. 2025 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. | | | Corporate 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. |

  15. 2025 Director Nominees

    | Proposal 1 - Election of Directors | 33 |

  16. 2025 Director Nominees

    | Kenneth A. Burdick | 66 | | | | | Executive Chairman of LifeStance Health Group, Inc. | Director Since: January 2022 | Independent No | | | Board Committees Quality (Chair) | | | | | Current Directorships •LifeStance Health Group, Inc. | Prior Directorships •WellCare Health Plans, Inc. •Orion Acquisition Corporation •First Horizon National Corporation | | |

  17. 2025 Director Nominees

    EXPERIENCE: LifeStance Health, Inc., a Nasdaq-listed public company specializing in outpatient mental healthcare. •Executive Chairman (2025 to present) •Chief Executive Officer and Chairman (2022 to 2025)

  18. 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

  19. 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. | | | Corporate 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. |

  20. Centene Corporation

    | 34 | Proposal 1 - Election of Directors |

  21. Centene Corporation

    | Christopher J. Coughlin | 72 | | | | | 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) | | | | | Current Directorships •None | | | | | Prior Directorships •Allergan plc •Alexion Pharmaceuticals, Inc. •Covidien plc •Dipexium Pharmaceuticals, Inc. •Perrigo Company •Prestige Consumer Healthcare, Inc. | •Karuna Therapeutics, Inc. •Hologic Inc. •Dun & Bradstreet Corp. •Forest Laboratories, LLC •Interpublic Group of Companies •Monsanto Company | | |

  22. Centene Corporation

    EXPERIENCE: Tyco International Ltd., a NYSE-listed public manufacturing, healthcare 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

  23. 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. | | | Corporate 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 30 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. Significant experience both as an executive and a board member in numerous large mergers and acquisition transactions. | | | Regulated Industry | Executive experience at pharmaceutical and manufacturing companies. |

  24. Centene Corporation

    | Proposal 1 - Election of Directors | 35 |

  25. Centene Corporation

    | H. James Dallas | 66 | | | | | Former Senior Vice President, Quality and Operations, Medtronic Public Limited Company | Director Since: January 2020 | Independent Yes | | | Board Committees Audit and Compliance; Quality | | | | | Current Directorships •KeyCorp •Grady Memorial Hospital Corporation | Prior Directorships •WellCare Health Plans, Inc. •Strategic Education, Inc. •Capella Education Company | | |

  26. Centene Corporation

    EXPERIENCE:

  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. | | | Corporate 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 15 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

    | 36 | Proposal 1 - Election of Directors |

  30. Independent Consultant

    | Wayne S. DeVeydt | 55 | | | | | Managing Director, Bain Capital; Executive Chairman, Surgery Partners, Inc. | Director Since: January 2022 | Independent Yes | | | Board Committees Audit and Compliance (Chair); Governance | | | | | Current Directorships •Surgery Partners, Inc. •Zelis Healthcare | Prior Directorships •NiSource, Inc. •Grupo Notre Dame Intermedica •Myovant Sciences Ltd. | | |

  31. Independent Consultant

    EXPERIENCE: Bain Capital, LP, a private investment firm. •Managing Director (2022 to present) •Senior Advisor to the Global Healthcare Division (2017 to 2018) Surgery Partners, Inc., 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. | | | Corporate 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

    | Proposal 1 - Election of Directors | 37 |

  34. Independent Consultant

    | Frederick H. Eppinger | 66 | | | | | Director, President and Chief Executive Officer of Stewart Information Services Company | Director Since: April 2006 | Independent Yes | | | Board Committees Quality | | | | | Current Directorships •Stewart Information Services Company | Prior Directorships •The Hanover Insurance Group, Inc. •QBE Insurance Group Ltd. | | |

  35. Independent Consultant

    EXPERIENCE: 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. | | | Corporate 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 served 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

    | 38 | Proposal 1 - Election of Directors |

  38. Independent Consultant

    | Monte E. Ford | 65 | | | | | Principal Partner, Chief Information Officer Strategy Exchange | Director Since: November 2022 | Independent Yes | | | Board Committees Compensation and Talent; Quality | | | | | 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

    EXPERIENCE: 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, and as a director of Baylor Grapevine Hospital and a director of Children's Hospital, Dallas. | | | Corporate 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, healthcare insurer and healthcare providers. |

  41. Independent Consultant

    | Proposal 1 - Election of Directors | 39 |

  42. Independent Consultant

    | Thomas R. Greco | 66 | | | | | Former CEO of Advance Auto Parts, Inc. | Director Since: August 2024 | Independent Yes | | | Board Committees Compensation and Talent; Governance | | | | | Current Directorships •Tapestry, Inc. •Wingstop, Inc. | Prior Directorships •Advance Auto Parts, Inc. •G&K Services, Inc. | | |

  43. Independent Consultant

    EXPERIENCE: Advance Auto Parts, Inc., a NYSE-listed American automotive parts retailer. •President and Chief Executive Officer (2016 to 2023) PepsiCo, Inc., a NYSE-listed globally distributed food and beverage company. •Chief Executive Officer, Frito Lay North America (2011 to 2016) •Sales and marketing positions of increasing responsibility, including Executive Vice President and Chief Commercial Officer of Pepsi Beverages Company (1986 to 2011) The Procter & Gamble Company, a NYSE listed multinational consumer goods corporation. •Entry-level sales and marketing positions of increasing responsibility (1981 to 1986) Bachelor of Commerce from Laurentian University in Sudbury, Ontario Masters of Business Administration from Richard Ivey School of Business in London, Ontario

  44. Independent Consultant

    | | Leadership Experience | Over 25 years of executive experience, including seven years as chief executive officer of a public company. | | | Finance and Accounting Experience | In his role as chief executive officer of Advance Auto Parts, supervision of the accounting and financial reporting functions. | | | Corporate Sustainability and Community Involvement | Directed sustainability initiatives at Advance Auto Parts, emphasizing environmental stewardship and corporate responsibility. Currently serves as a director of the American Heart Association and actively fundraises for the United Way Dallas. | | | Technology | Led transformational technology investments at Advance Auto Parts, aligning digital solutions with business growth objectives and enhancing operational efficiencies. | | | Public Company Board and Governance | Eleven years of service as a director of four other public companies and various other private companies and non-profit organizations. | | | Business Development and Corporate Transactions | In his roles at both Advance Auto Parts and PepsiCo, supervision of numerous partnerships with large national retailers and was directly involved in both large-scale and tuck-in corporate transactions. | | | Regulated Industry | More than 30 years of experience in the consumer products industry, and 7 years of experience in the automotive after-market industry. | | | Marketing and Consumer Insights | Over 40 years of experience in consumer insights, marketing and sales at The Procter and Gamble Company, PepsiCo and Advance Auto Parts. |

  45. Independent Consultant

    | 40 | Proposal 1 - Election of Directors |

  46. Independent Consultant

    | Sarah M. London | 44 | | | | | Chief Executive Officer of Centene Corporation | Director Since: September 2021 | Independent No | | | Board Committees None | | | | | Current Directorships None | Prior Directorships None | | |

  47. Independent Consultant

    EXPERIENCE:

  48. 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

  49. Centene Corporation

    | | Leadership Experience | Over 10 years of executive experience, including three 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. | | | Corporate 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 | Over 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 11 divestitures and the Express Scripts, Inc. (ESI) PBM implementation. | | | Regulated Industry | More than 10 years of experience in the healthcare industry. |

  50. Centene Corporation

    | Proposal 1 - Election of Directors | 41 |

  51. Centene Corporation

    | Theodore R. Samuels | 70 | | | | | Former President, Capital Guardian Trust Company | Director Since: January 2022 | Independent Yes | | | Board Committees Compensation and Talent; Quality | | | | | Current Directorships •Bristol Myers Squibb •Iron Mountain, Inc. | Prior Directorships •Stamps.com •Perrigo Company, plc. | | |

  52. Centene Corporation

    EXPERIENCE: 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

  53. Centene Corporation

    | | 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 eight years of service on the boards of pharmaceutical, life science and healthcare consumer products companies, and fifteen years of service on the boards of Children's Hospital Los Angeles and six years of service on the board of BJC Healthcare Systems. | | | Corporate Sustainability and Community Involvement | Serves as a director of BJC Healthcare System, and a trustee for the Edward Mallinckrodt, Jr. Foundation and served on the board of the John Burroughs School and as a director for Children's Hospital Los Angeles. | | | Public Company Board and Governance | Eight 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 hospitals, pharmaceutical, life science and healthcare consumer product companies. |

  54. Centene Corporation

    | 42 | Proposal 1 - Election of Directors |

  55. Centene Corporation

    | Kenneth Tanji | 59 | | | | | Former Chief Financial Officer, Prudential Financial, Inc. | Director Since: February 2025 | Independent Yes | | | Board Committees Audit and Compliance | | | | | Current Directorships •The Public Service Enterprise Group, Inc. | Prior Directorships •None | | |

  56. Centene Corporation

    EXPERIENCE: Prudential Financial, Inc., a NYSE-listed international financial services firm. •Executive Vice President and Chief Financial Officer (2018 to 2024) •Senior Vice President and Treasurer (2013 to 2018) •Chief Financial Officer, International Insurance (2010 to 2013) •Chief Financial Officer, Prudential Annuities (2006 to 2010) •Chief Financial Officer, Prudential Investment Management (2004 to 2006) •Vice President of Finance, Investment Division (2002 to 2004) •Senior Vice President, Prudential Securities (1994 to 2002) •Various roles of increasing importance, including healthcare insurance (1988 to 1994) Bachelor of Arts from Yale University Master of Business Administration from University of Minnesota

  57. Centene Corporation

    | | Leadership Experience | Over 35 years of executive, financial and accounting experience, including prior roles as a 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 an insurance company and public accounting perspective. | | | Healthcare and Insurance | Previously chief financial officer of a large insurance company. | | | Corporate Sustainability and Community Involvement | In his roles as a chief financial officer and public company director, he supervised sustainability. He also serves as a director of various community boards. | | | Public Company Board and Governance | Over one year of service as a director for a public utility company. | | | Business Development and Corporate Transactions | In his role as chief financial officer of Prudential Financial, Inc., he led corporate development in evaluating and executing strategies to optimize business profile and mix. Through his experience at Prudential, he led several significant business acquisitions and dispositions. | | | Regulated Industry | Executive experience in the insurance industry and as a director of a public utility company. |

  58. Centene Corporation

    | Proposal 1 - Election of Directors | 43 |

  59. Compensation of Directors

    Compensation of Directors For 2024, non-employee directors received an annual cash retainer of $100,000. If applicable, fees are pro-rated based on time served on the Board or the respective committee during the year. Directors can elect to receive any of these annual cash 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" in the Director Compensation Table below. The Board's fee structure is set forth below.

  60. Compensation of Directors

    | Annual Restricted Stock Units | | | Non-Employee Director | $225,000 | | Annual Retainer | | | Non-Employee Director | $100,000 |

  61. Compensation of Directors

    | Additional Annual Restricted Stock Units | | | Independent Chairman/ Lead Independent Director | $150,000 | | Additional Annual Retainers | | | Independent Chairman/ Lead Independent Director | $90,000 | | 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 | $20,000 |

  62. Compensation of Directors

    For 2024, the annual grant of restricted stock units was valued at $225,000 based on the closing stock price on the trading day immediately preceding the meeting and resulted in a grant of 2,916 restricted stock units of our common stock in May 2024. The restricted stock units vest on the earlier of May 14, 2025, or the 2025 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 2024, 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: •Increased the annual stock award from $200,000 to $225,000. •Increased the Independent Chairman additional retainer from $200,000 to $240,000. The additional retainer is a combination of $90,000 cash and $150,000 annual restricted stock unit award. •Increased the additional retainer for the Chairman of the Quality Committee from $15,000 to $20,000. •Changed the annual equity retainers to be delivered in restricted stock units valued using the previous trading day close price. The equity retainers were previously delivered in restricted shares and valued using a 30-day average share price. Directors may elect to defer the receipt of restricted stock units on a pre-tax basis. Additionally, in May 2024, the committee updated the Non-Employee Director Deferred Stock Compensation Plan to change the valuation method for the quarterly restricted stock unit retainers paid under the plan to use the closing price on the trading day prior to the valuation date. The previous valuation method used the average of closing prices for the three month period.

  63. 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, 2024, all directors were in compliance with this requirement. |

  64. Compensation of Directors

    | 66 | Corporate Governance |

  65. 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 2024:

  66. Director Compensation Table

    | Name1 | Fees Earned or Paid in Cash2 ($) | | Stock Awards3 ($) | All Other Compensation4 ($) | Total ($) | | Jessica L. Blume | $120,000 | | $224,969 | $25,000 | $369,969 | | Kenneth A. Burdick | 120,000 | 5 | 224,969 | 78,265 | 423,234 | | Christopher J. Coughlin | 120,000 | 5 | 224,969 | 25,000 | 369,969 | | H. James Dallas | 100,000 | | 224,969 | 25,000 | 349,969 | | Wayne S. DeVeydt | 130,000 | 5 | 224,969 | 25,000 | 379,969 | | Frederick H. Eppinger | 190,000 | 5 | 375,026 | 25,000 | 590,026 | | Monte E. Ford | 100,000 | | 224,969 | 25,000 | 349,969 | | Thomas R. Greco | 39,130 | | 170,727 | 25,000 | 234,857 | | Lori J. Robinson | 100,000 | | 224,969 | — | 324,969 | | Theodore R. Samuels | 100,000 | 5 | 224,969 | 25,000 | 349,969 |

  67. Director Compensation Table

    1Mr. Greco was appointed to the Board on August 9, 2024. 2The amounts included in this column represent the cash retainers earned by each director in 2024. Certain directors converted some or all cash compensation payable into restricted stock units. For directors making such election, the cash value of the base retainer is included in this column. See Footnote 5 below for amounts of cash compensation converted into restricted stock units, and see Footnote 3 below for the grant date fair value of those awards converted from cash compensation. 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 2024. 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 2024 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.

  68. Director Compensation Table

    | | Grant Date Fair Value of Awards | | | | | Name | Initial Restricted Stock Unitsa ($) | Annual Restricted Stock Unitsb ($) | Cash Compensation Converted into Restricted Stock Unitsc ($) | Total Stock Awards ($) | | Jessica L. Blume | $— | $224,969 | $— | $224,969 | | Kenneth A. Burdick | — | 224,969 | 119,948 | 344,917 | | Christopher J. Coughlin | — | 224,969 | 119,948 | 344,917 | | H. James Dallas | — | 224,969 | — | 224,969 | | Wayne S. DeVeydt | — | 224,969 | 129,978 | 354,947 | | Frederick H. Eppinger | — | 375,026 | 99,968 | 474,994 | | Monte E. Ford | — | 224,969 | — | 224,969 | | Thomas R. Greco | 170,727 | — | — | 170,727 | | Lori J. Robinson | — | 224,969 | — | 224,969 | | Theodore R. Samuels | — | 224,969 | 99,968 | 324,937 |

  69. Director Compensation Table

    | Corporate Governance | 67 |

  70. Director Compensation Table

    aMr. Greco was granted a pro rata annual stock award of 2,309 restricted stock units, which will vest on the date of our 2025 Annual Meeting of Stockholders. bOn May 14, 2024, the date of our 2024 Annual Meeting of Stockholders, each non-employee director who was elected was granted an annual restricted stock award of 2,916 shares with a value of approximately $224,969. Additionally, the Independent Chairman was granted an additional restricted stock award of 1,945 shares with a value of approximately $150,057. 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 2025 Annual Meeting of Stockholders or May 14, 2025. cRepresents 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. 4All other compensation includes the Company match of charitable contributions of $25,000 made or pledged during 2024 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. Greco and Mr. Samuels. In addition, all other compensation for Mr. Burdick includes $50,535 of costs related to personal security services and group excess liability insurance policy premiums paid by the Company. Amounts reported herein represent the incremental cost to the Company for these services. 5Each 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 $20,000 retainer for the Quality Committee Chairman, Mr. Coughlin elected to convert the $20,000 retainer for the Compensation and Talent Committee Chairman and Mr. DeVeydt elected to convert the $30,000 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. The following table shows the number of shares covered by exercisable and unexercisable options and unvested restricted stock units held by our non-employee directors on December 31, 2024.

  71. 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 | — | 2,916 | | Kenneth A. Burdick | 6,666 | 3,334 | 2,916 | | Christopher J. Coughlin | 6,666 | 3,334 | 2,916 | | H. James Dallas | 10,000 | — | 2,916 | | Wayne S. DeVeydt | 6,666 | 3,334 | 2,916 | | Frederick H. Eppinger | — | — | 4,861 | | Monte E. Ford | 6,666 | 3,334 | 2,916 | | Thomas R. Greco | — | — | 2,309 | | Lori J. Robinson | — | — | 2,916 | | Theodore R. Samuels | 6,666 | 3,334 | 2,916 |

  72. Director Compensation Table

    | 68 | Executive Officers |

  73. Compensation Philosophy

    | | | | | | Pay for Performance | Alignment with Long-Term Stockholder Value | Attract and Retain Top Executive Talent | Accelerate Mission and Culture | | Link executive compensation to performance and the achievement of both Company and individual goals. Superior performance and the achievement of goals results in higher compensation. | Use both performance-based and service-based long-term incentive awards with meaningful retention requirements to encourage sustained stockholder value creation. | Offer competitive pay to attract, motivate and retain industry executives with the skills and experience to drive superior long-term Company success. | Motivate executives to advance the Company's key strategic objectives and manage risk while enabling a best-in-class workplace focused on the Company's mission and culture. |

  74. Evolution of Our Compensation Program

    | 2022 | 2023 | | 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 •CEO compensation initially set slightly below the median •New policy limits cash severance to 2.99x base + bonus | 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 Long-term Incentive Plan (LTIP) Other •No salary increases for NEOs, except for a promotion increase for our President | | 2024 | 2025 | | Annual Cash Incentive •65% Adjusted Diluted EPS weighting •25% Enterprise & Individual Goals •10% Quality metric •Goals streamlined Long-Term Incentives •Replaced adjusted net earnings margin metric with average adjusted pre-tax margin metric Other •Improved plans, policies and procedures •No salary increases for NEOs, except for a promotion increase for our Chief Operating Officer | Annual Cash Incentive •60% Adjusted Diluted EPS weighting •20% Organic Premium and Service Revenues •20% Quality and Strategic Goals metric Long-Term Incentives •Replaced pre-tax earnings growth CAGR with Medicare performance |

  75. 2024 Compensation Component Overview

    | | 2024 Pay Elements | | | | | | | | CEO | Other NEOs | Award Type | Mix | Metrics | Purpose | | | Base Salary | | | | | To recognize individual contribution, time in role, scope of responsibility, leadership skills and experience. | | | | | Cash | | •No base salary increases other than Chief Operating Officer promotion increase | | | | Annual Cash Incentive Plan | | | | •Adjusted Diluted EPS (65%) •Enterprise & Individual Goals (25%) •Quality Goals (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 | | | | •Relative Total Shareholder Return (TSR) (33%) •Average Adjusted Pre-tax Earnings Margin (33%) •Adjusted Pre-Tax Earnings Growth CAGR (34%) | 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%) | | |

  76. CEO and NEO Target Pay Mix

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

  77. Annual Cash Incentive Plan

    Annual Cash Incentive Plan

  78. Annual Cash Incentive Plan

    | | Performance Measure | | | 65% Adjusted Diluted EPS Target | | | 25% Enterprise & Individual Goals | | | 10% Quality Goals |

  79. 2024 - 2026 Long-Term Incentive Plan

    2024 - 2026 Long-Term Incentive Plan

  80. 2024 - 2026 Long-Term Incentive Plan

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

  81. 2024 - 2026 Long-Term Incentive Plan

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

  82. 2024 - 2026 Long-Term Incentive Plan

    | 76 | Executive Compensation |

  83. Alignment of Pay and Performance

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

  84. CEO Annual Incentive Award as % of Target

    CEO Annual Incentive Award as % of Target

  85. Long-Term Performance Share Unit Payouts as % of Target

    Long-Term Performance Share Unit Payouts as % of Target

  86. Cash Long-Term Incentive Award as % of Target

    Cash Long-Term Incentive Award as % of Target

  87. Cash Long-Term Incentive Award as % of Target

    | Executive Compensation | 77 |

  88. 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. |

  89. 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 consultant 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 •Conduct stockholder meetings in advance of the Annual Stockholders' Meeting and obtain and reflect on feedback on proxy matters. | | | | | 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. Review overall market trends from proxy season. | | | | | 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. | | | | | |

  90. 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.

  91. Peer Group

    Peer Group

  92. 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 six key segments in the industry: Managed Health Care, Healthcare Distributors, Healthcare Services, Drug Retail, Healthcare Facilities, and Insurance.

  93. Healthcare Industry Peer Group

    | Objective Criteria Considered | | 2024 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 & Insurance | | | | •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) •MetLife, Inc. (MET) •Prudential Financial, Inc. (PRU) |

  94. Healthcare Industry Peer Group

    Based on FW Cook's independent review and recommendation, no additional companies were added to the Healthcare Industry (HCI) Peer Group for 2025 compensation decisions.

  95. Healthcare Industry Peer Group

    | Executive Compensation | 81 |

  96. 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:

  97. Healthcare Industry Peer Group

    | | Market Capitalizationa | Revenueb | | Centene Corporation | $41.5 billion | $144.2 billion | | Relative Peer Group Position | 24th percentile | 41st percentile | | a Represents market capitalization as of August 31, 2024. | | | | b Represents revenues and investment and other income for the trailing four quarters reported as of August 31, 2024. | | |

  98. 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 300 companies derived from the FW Cook Executive Compensation Survey for a broader perspective of compensation practices and trends in the market as a whole.

  99. 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 to determine base salaries, annual cash incentive targets and LTI 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 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.

  100. 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 2024. Based on a review of market data, the Compensation and Talent Committee approved an annual cash incentive plan target opportunity in 2024 as follows:

  101. Annual Cash Incentive Plan

    | | 2024 Target Annual Cash Incentive as % of Base Salary | | Sarah M. London | 175% | | Andrew L. Asher | 125% | | Kenneth J. Fasola | 125% | | Christopher A. Koster | 100% | | Susan R. Smith | 100% |

  102. 2024 Annual Cash Incentive Metrics

    2024 Annual Cash Incentive Metrics

  103. 2024 Annual Cash Incentive Metrics

    | Metric | Weight | | Adjusted Diluted EPS | 65% | | Enterprise & Individual Goals | 25% | | Quality Goals | 10% | | | 100% |

  104. 2024 Annual Cash Incentive Metrics

    | TARGET INCENTIVE OPPORTUNITY | | PERFORMANCE | | | | | | | | Individual Target Award | | Adjusted Diluted EPS | | Enterprise & Individual Goals | | Quality Goals | | 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 | | |

  105. 2024 Annual Cash Incentive Metrics

    | Executive Compensation | 85 |

  106. 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 158%.

  107. Annual Cash Incentive Plan Measures

    | Metrics | | Threshold | Target | Maximum | Actual vs. Target | Weighting | Weighted Payout % | | Adjusted Diluted EPS1 | | | | | 167% | | 108.6% | | Enterprise Goals | | | | | 130% | | 32.5% | | Quality Goals | | | | | 169% | | 16.9% | | | | | | | | | 158% | | 1Refer to Appendix A for reconciliations of non-GAAP measures included throughout this proxy statement. | | | | | | | |

  108. Evaluation of Individual Performance

    | NEO | Target Opportunity % of Salary | Target Opportunity ($) | Funding Rate | Payout ($) | | Sarah M. London | 175% | $2,450,000 | 158% | $3,871,000 | | Andrew L. Asher | 125% | 1,281,250 | 200% | 2,562,500 | | Kenneth J. Fasola | 125% | 1,375,000 | 100% | 1,375,000 | | Christopher A. Koster | 100% | 750,000 | 158% | 1,185,000 | | Susan R. Smith | 100% | 696,154 | 158% | 1,099,923 |

  109. Long-Term Incentive Awards

    Long-Term Incentive Awards

  110. 2024 Annual Long-Term Incentives

    2024 Annual Long-Term Incentives In 2024, as a result of positive feedback from our stockholders and a desire for stability, we only made minor changes to our long-term incentive design and metrics. The 2024 awards were granted in March and consisted of the following: •Performance-based Restricted Stock Units (PSUs) (65% of shares granted) - The metrics for the 2024-2026 performance period are three-year adjusted pre-tax earnings growth (34% weight), three-year average adjusted pre-tax earnings margin (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 the Company's TSR for the performance period is negative, then the payout for this component will not exceed 100% of target. If earned, PSUs will vest in February 2027. •Service-based Restricted Stock Units (RSUs) (35% of shares granted) - One-third vest annually based on continued service with the Company.

  111. 2024 Annual Long-Term Incentives

    | Metric | Weight | | Adjusted Pre-Tax Earnings Growth CAGR | 34% | | Average Adjusted Pre-Tax Earnings Margin | 33% | | Relative TSR | 33% | | | 100% |

  112. 2024 Annual Long-Term Incentives

    | Executive Compensation | 89 |

  113. 2024 Annual Long-Term Incentives

    | TARGET INCENTIVE OPPORTUNITY | | PERFORMANCE | | | | | | | | Individual Target PSUs | | Adjusted Pre-Tax Earnings Growth CAGR | | Average Adjusted Pre-Tax Earnings Margin | | Relative TSR | | PSUs @ Vesting | | | | Range: 0% to 200% | | Range: 0% to 200% | | Range: 0% to 200% | | (Maximum @ 200% of Target) | | | | Multiplied by 34% Weight | | Multiplied by 33% Weight | | Multiplied by 33% Weight | | |

  114. 2024 Annual Long-Term Incentives

    Below is a summary of long-term target compensation awarded to our NEOs in 2024:

  115. 2024 Annual Long-Term Incentives

    | NEO | Performance- Based RSUs ($) | Service-Based RSUs ($) | Total Target Long-Term Compensation ($) | | Sarah M. London | $9,677,604 | $4,952,528 | $14,630,132 | | Andrew L. Asher | 4,749,023 | 2,430,330 | 7,179,353 | | Kenneth J. Fasola | 4,120,709 | 2,108,714 | 6,229,423 | | Christopher A. Koster | 1,932,158 | 988,726 | 2,920,884 | | Susan R. Smith | 1,094,275 | 560,032 | 1,654,307 |

  116. 2022-2024 Performance-Based Restricted Stock Unit Award Results

    2022-2024 Performance-Based Restricted Stock Unit Award Results In December 2021, the Compensation and Talent Committee established the following metrics, targets and weights for the 2022-2024 PSUs. The Company results of both targets are shown below with a total percentage earned at 44.6% of the target:

  117. 2022-2024 Performance-Based Restricted Stock Unit Award Results

    | Metrics | | Threshold | Target | Maximum | Weight | Metric Payout of Target | Weighted Payout % | | 2024 Adjusted Diluted EPS1 | | | | | 70% | 63.7% | 44.6% | | 2024 Adjusted Net Earnings Margin1 | | | | | 30% | —% | —% | | | | | | | | | 44.6% | | 1Adjusted net earnings margin and adjusted diluted EPS represent non-GAAP measures. Refer to Appendix A for reconciliations of non-GAAP measures throughout this proxy statement. | | | | | | | |

  118. 2022-2024 Performance-Based Restricted Stock Unit Award Results

    | 90 | Executive Compensation |

  119. 2022-2024 Performance-Based Restricted Stock Unit Award Results

    The number of shares earned by each NEO at 44.6% are reflected in the table below, demonstrating our rigorous goals:

  120. 2022-2024 Performance-Based Restricted Stock Unit Award Results

    | Name | Target (#) | Vested Shares (#) | | Sarah M. London | 105,947 | 47,252 | | Andrew L. Asher | 51,846 | 23,123 | | Kenneth J. Fasola | 21,317 | 9,507 | | Christopher A. Koster | 19,243 | 8,582 | | Susan R. Smith1 | — | — | | 1Ms. Smith did not have an award as she was not with the Company at the time of grant for this performance cycle. | | |

  121. 2022-2024 Cash Long-Term Incentive Plan Award Results

    2022-2024 Cash Long-Term Incentive Plan Award Results In December 2021, the Compensation and Talent Committee established the following metrics, targets and weights for the 2022-2024 Cash LTIP. The Company results for each metric are shown below. The Company was below the threshold for the Adjusted Net Earnings Margin and relative TSR metrics. Only the Adjusted Diluted EPS metric exceeded the minimum threshold, resulting in a total percentage earned at 22.3% of the target reflecting our recent stock price performance:

  122. 2022-2024 Cash Long-Term Incentive Plan Award Results

    | Metrics | | Threshold | Target | Maximum | Weight | Metric Payout of Target | Weighted Payout % | | 2024 Adjusted Net Earnings Margin1 | | | | | 15% | —% | —% | | 2024 Adjusted Diluted EPS1 | | | | | 35% | 63.7% | 22.3% | | HCI Peer Group Relative TSR Percentile Rank | | | | | 50% | —% | —% | | | | | | | | | 22.3% | | 1Adjusted net earnings margin and adjusted diluted EPS represent non-GAAP measures. Refer to Appendix A for reconciliations of non-GAAP measures throughout this proxy statement. | | | | | | | |

  123. 2022-2024 Cash Long-Term Incentive Plan Award Results

    The amounts earned by each NEO at 22.3% are reflected in the table below:

  124. 2022-2024 Cash Long-Term Incentive Plan Award Results

    | Name | Target ($) | Payout ($) | | Sarah M. London | $1,875,000 | $418,125 | | Andrew L. Asher | 975,000 | 217,425 | | Kenneth J. Fasola | 1,000,000 | 223,000 | | Christopher A. Koster | 750,000 | 167,250 | | Susan R. Smith1 | — | — | | 1Ms. Smith did not have an award as she was not with the Company at the time of grant for this performance cycle. | | |

  125. 2022-2024 Cash Long-Term Incentive Plan Award Results

    | Executive Compensation | 91 |

  126. Status of LTI Award Programs

    Status of LTI Award Programs

  127. TSR-Based LTI Award Status Through December 31, 2024

    TSR-Based LTI Award Status Through December 31, 2024

  128. TSR-Based LTI Award Status Through December 31, 2024

    | LTI Performance Period | 2022 | 2023 | 2024 | Status | | 2022-2024 3-year LTI | 100% Complete | | | l | | 2023-2025 3-year LTI | | 67% Complete | | l | | 2024-2026 3-year LTI | | | 33% Complete | l | | Status Legend: | | | | | | l Tracking Above Target / Above Target Payout | | | | | | l Tracking On Target / On Target Payout | | | | | | l Tracking Below Target / Below Target Payout | | | | |

  129. 2025 Annual Cash Incentive

    2025 Annual Cash Incentive The Compensation and Talent Committee rewards NEOs with an annual cash incentive award for achieving the Company's predefined annual metrics. For the 2025 annual cash incentive awards, the Compensation and Talent Committee included Adjusted Diluted EPS, organic premium and service revenue, quality, and strategic goals. The Adjusted Diluted EPS and organic premium and service revenue targets align with our 2025 guidance announced in connection with our 2024 year-end earnings release. Our annual cash incentive plan targets are developed each year based on a pay-for-performance approach with rigorous performance metrics that the Compensation and Talent Committee believes are challenging but attainable at target for our short-term and long-term incentive programs and include stretch goals to reach to pay above target.

  130. 2025 Annual Cash Incentive Metrics

    2025 Annual Cash Incentive Metrics

  131. 2025 Annual Cash Incentive Metrics

    | Metric | Weight | | Adjusted Diluted EPS | 60% | | Organic Premium and Service Revenue | 20% | | Quality and Strategic Goals | 20% | | | 100% |

  132. 2025 Annual Cash Incentive Metrics

    The Compensation and Talent Committee will assess and evaluate how each NEO contributed to achieving this Adjusted Diluted EPS and organic premium and service revenue and the other pre-determined objectives stated above. Individual performance adjustments may be incorporated to reflect the executives' contributions towards the goals. 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, 60% of each award is aligned with the Adjusted Diluted EPS target, 20% is based on meeting organic premium and service revenue targets, 20% is based on a combination of specific quality metrics and strategic goals of the overall company. In 2025, we will continue to focus on long-term stockholder value through meeting our financial metrics that are measurable against key financial and operational priorities. We are focused on key initiatives related to profitable growth and talent & culture. As part of our quality objectives, we have goals that are tied to key Medicare and Medicaid quality metrics.

  133. 2025 Annual Cash Incentive Metrics

    | Executive Compensation | 93 |

  134. 2025-2027 Long-Term Incentives

    2025-2027 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 success and align executive and stockholder interests. This includes using adjusted pre-tax earnings margin, Medicare performance, and relative TSR. Annual grants are based on performance and are guided by market practices. These long-term incentives take the form of the following: •PSUs (60% of stock granted) that are based on meeting predetermined performance targets (average adjusted pre-tax earnings margins, Medicare performance, and a three-year relative TSR) vest at the end of the three-year performance period. •RSUs (40% 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 2024, our run rate was 0.7%. Due to 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 to eligible employees but may also be approved at other times for a promotion, retention, a newly hired executive or as determined by the Compensation and Talent Committee.

  135. 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, and Kenneth J. Fasola. 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 their 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. 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. The Company entered into an employment agreement with Mr. Fasola on February 20, 2023, pursuant to which Mr. Fasola agreed to serve as our President. Mr. Fasola is adviser to the Company as of January 1, 2025, and is expected to retire as of July 1, 2025. Under the terms of any employment agreement and under the Centene Corporation Amended and Restated Executive Severance and Change in Control Plan (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.

  136. Individual Employment and Severance Agreements

    | 94 | Executive Compensation |

  137. Individual Employment and Severance Agreements

    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 and Fasola, see the "Individual Employment Agreements" section.

  138. Executive Severance Plan

    Executive Severance Plan Christopher A. Koster and Susan R. Smith are each subject to restrictive covenant agreements and eligible for benefits under the Company's Executive Severance Plan. Under the Executive Severance Plan, if Mr. Koster or Ms. Smith undergoes a termination of employment without cause (other than a change in control termination), he or she will receive the following: (i) a lump sum equal to one times his/her 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; and (iv) outplacement assistance for six months following the termination. If Mr. Koster or Ms. Smith 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 or she will receive the following: (i) a lump sum equal to two times his/her base salary plus two times his/her average bonus plus a prorated target 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 Ms. Smith 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 Ms. Smith undergoes a change in control termination.

  139. 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 vesting period and actual performance outcomes. •One-year continuation of vesting of RSUs upon a qualified retirement. •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. Asher is eligible for qualified retirement treatment. His employment agreement also provides for the acceleration of equity awards upon retirement.

  140. Policies on the Timing of Equity Awards

    Policies on the Timing of Equity Awards Item 402(x) of Regulation S-K requires us to discuss our policies and practices on the timing of awards of options in relation to the disclosure by us of material nonpublic information. We historically do not strategically time long-term incentive awards in coordination with the release of material nonpublic information and have never had a practice of doing so. Accordingly, we do not consider the release of material nonpublic information in relation to the grant of such awards, and do not time such release for the purpose of affecting the value of execution compensation. In addition, we do not currently grant stock options or similar awards and have not granted any such awards since 2021. Our equity award accounting complies with GAAP in the United States and is transparently disclosed in our SEC filings.

  141. Policies on the Timing of Equity Awards

    | 98 | Executive Compensation |

  142. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022. 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 2024, our NEOs included our Chief Executive Officer, Chief Financial Officer, Former President, Secretary and General Counsel, and Chief Operating Officer.

  143. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)1 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)2 | | All Other Compensation ($)3 | | Total ($) | | Sarah M. London | 2024 | $1,400,000 | $— | $14,630,132 | — | | $4,289,125 | | $282,891 | $20,602,148 | | Chief Executive Officer | 2023 | 1,400,000 | — | 13,573,031 | — | | 3,298,600 | | 285,335 | 18,556,966 | | | 2022 | 1,359,038 | — | 7,624,974 | — | | 4,041,866 | | 220,569 | 13,246,447 | | Andrew L. Asher | 2024 | 1,025,000 | — | 7,179,353 | — | | 2,779,925 | | 198,134 | 11,182,412 | | Chief Financial Officer | 2023 | 1,025,000 | — | 6,539,668 | — | | 2,320,263 | | 27,133 | 9,912,064 | | | 2022 | 1,007,115 | — | 5,999,942 | — | | 2,687,777 | | 44,376 | 9,739,210 | | Kenneth J. Fasola | 2024 | 1,100,000 | — | 6,229,423 | — | | 1,598,000 | | 95,778 | 9,023,201 | | Former President/Strategic Advisor | 2023 | 1,096,154 | 1,000,000 | 5,947,556 | — | | 2,454,356 | | 117,968 | 10,616,034 | | | 2022 | 997,519 | — | 7,199,984 | — | | 1,745,658 | | 39,525 | 9,982,686 | | Christopher A. Koster | 2024 | 750,000 | — | 2,920,884 | — | | 1,352,250 | | 40,404 | 5,063,538 | | Secretary and General Counsel | 2023 | 750,000 | — | 2,591,281 | — | | 1,424,100 | | 78,956 | 4,844,337 | | | 2022 | 747,115 | — | — | — | | 1,627,452 | | 47,961 | 2,422,528 | | Susan R. Smith | 2024 | 696,154 | — | 1,654,307 | — | | 1,099,923 | | 72,068 | 3,522,452 | | Chief Operating Officer | | | | | | | | | | |

  144. Summary Compensation Table

    1The amounts reported as Stock Awards and Option Awards for Mses. London and Smith, and Messrs. Asher, Fasola, and Koster, 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 of the Notes to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2024, describes the assumptions used to determine the grant date fair value for 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 2024 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 $19,355,209 for Ms. London, $9,498,046 for Mr. Asher, $8,241,417 for Mr. Fasola, $3,864,317 for Mr. Koster and $2,188,550 for Ms. Smith. 2The amounts shown in the Non-Equity Incentive Plan Compensation column include both the annual cash incentive and the Cash LTIP award payouts.

  145. Summary Compensation Table

    | 100 | Executive Compensation |

  146. Summary Compensation Table

    3The following table shows the components of "All Other Compensation" for fiscal year 2024:

  147. Summary Compensation Table

    | Name | 401(k) Match ($) | Non-qualified Deferred Compensation Match ($) | Life Insurance ($) | Personal Security ($)a | Personal Aircraft Usage ($)b | Liability Insurance and Other ($)c | Total Other Compensation ($) | | Sarah M. London | $10,350 | $31,650 | $25,000 | $69,133 | $143,854 | $2,904 | $282,891 | | Andrew L. Asher | 10,350 | 71,522 | 15,000 | 98,358 | — | 2,904 | 198,134 | | Kenneth J. Fasola | 7,615 | 25,385 | 15,000 | — | 45,048 | 2,730 | 95,778 | | Christopher A. Koster | 5,192 | 17,308 | 15,000 | — | — | 2,904 | 40,404 | | Susan R. Smith | 10,350 | 10,535 | 15,000 | 33,244 | — | 2,939 | 72,068 | | aBeginning in December 2024, we pay for costs related to personal security services for certain NEOs. Amounts reported herein represent the incremental cost to the Company for these services. Additional descriptions of security services for certain NEOs are included under "Compensation Discussion & Analysis - Other Benefits." | | | | | | | | | b For 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. | | | | | | | | | c "Liability Insurance and Other" includes $2,730 of liability insurance. | | | | | | | |

  148. Summary Compensation Table

    | Executive Compensation | 101 |

  149. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information on 2024 grants of PSUs and RSUs under the 2012 Stock Incentive Plan as well as 2024 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.

  150. 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 | 2/16/2024 | 2/16/2024 | $122,500 | $2,450,000 | $4,900,000 | — | — | | — | — | $— | | | 3/15/2024 | 3/7/2024 | — | — | — | 20,560 | 41,120 | 5 | 82,240 | — | 3,127,176 | | | 3/15/2024 | 3/7/2024 | — | — | — | 19,955 | 39,910 | 6 | 79,820 | — | 3,035,156 | | | 3/15/2024 | 3/7/2024 | — | — | — | 19,955 | 39,910 | 7 | 79,820 | — | 3,515,272 | | | 3/15/2024 | 3/7/2024 | — | — | — | — | — | | — | 65,122 | 4,952,528 | | Andrew L. Asher | 1/26/2024 | 1/26/2024 | 64,063 | 1,281,250 | 2,562,500 | — | — | | — | — | — | | | 3/15/2024 | 3/7/2024 | — | — | — | 10,089 | 20,178 | 5 | 40,356 | — | 1,534,537 | | | 3/15/2024 | 3/7/2024 | — | — | — | 9,793 | 19,585 | 6 | 39,170 | — | 1,489,439 | | | 3/15/2024 | 3/7/2024 | — | — | — | 9,793 | 19,585 | 7 | 39,170 | — | 1,725,047 | | | 3/15/2024 | 3/7/2024 | — | — | — | — | — | | — | 31,957 | 2,430,330 | | Kenneth J. Fasola | 1/26/2024 | 1/26/2024 | 68,750 | 1,375,000 | 2,750,000 | — | — | | — | — | — | | | 3/15/2024 | 3/7/2024 | — | — | — | 8,754 | 17,508 | 5 | 35,016 | — | 1,331,483 | | | 3/15/2024 | 3/7/2024 | — | — | — | 8,497 | 16,994 | 6 | 33,988 | — | 1,292,394 | | | 3/15/2024 | 3/7/2024 | — | — | — | 8,497 | 16,994 | 7 | 33,988 | — | 1,496,832 | | | 3/15/2024 | 3/7/2024 | — | — | — | — | — | | — | 27,728 | 2,108,714 | | Christopher A. Koster | 1/26/2024 | 1/26/2024 | 37,500 | 750,000 | 1,500,000 | — | — | | — | — | — | | | 3/15/2024 | 3/7/2024 | — | — | — | 4,105 | 8,210 | 5 | 16,420 | — | 624,371 | | | 3/15/2024 | 3/7/2024 | — | — | — | 3,984 | 7,968 | 6 | 15,936 | — | 605,966 | | | 3/15/2024 | 3/7/2024 | — | — | — | 3,984 | 7,968 | 7 | 15,936 | — | 701,821 | | | 3/15/2024 | 3/7/2024 | — | — | — | — | — | | — | 13,001 | 988,726 | | Susan R. Smith | 1/26/2024 | 1/26/2024 | 34,808 | 696,154 | 1,392,308 | — | — | | — | — | — | | | 3/15/2024 | 3/7/2024 | — | — | — | 2,325 | 4,649 | 5 | 9,298 | — | 353,556 | | | 3/15/2024 | 3/7/2024 | — | — | — | 2,257 | 4,513 | 6 | 9,026 | — | 343,214 | | | 3/15/2024 | 3/7/2024 | — | — | — | 2,257 | 4,513 | 7 | 9,026 | — | 397,505 | | | 3/15/2024 | 3/7/2024 | — | — | — | — | — | | — | 7,364 | 560,032 |

  151. 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 2024-2026 performance period applicable to our PSUs assuming achievement of the relevant performance objectives. 3The amounts shown in the All Other Stock Awards column represent the RSUs described in the section titled "2024 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 2024-2026 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.

  152. Grants of Plan-Based Awards Table

    | 102 | Executive Compensation |

  153. Grants of Plan-Based Awards Table

    6Equity incentive grants contain a performance condition based upon our 2024-2026 Average Adjusted Pre-Tax Earnings Margin. 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 2024-2026 relative TSR. For performance between the threshold and the target or the target and the maximum, the number of PSUs earned will be interpolated. If the Company's absolute TSR for the performance period is negative, the payout will not exceed 100% of target.

  154. 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, 2024.

  155. 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 ($) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)1,2 | Market Value of Shares or Units of Stock That Have Not Vested ($)3 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)1,4 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)3 | | Sarah M. London | — | — | 13,449 | $81.85 | 12/15/2031 | 5 | 163,027 | $9,876,176 | 262,043 | $15,874,565 | | Andrew L. Asher | — | — | 13,449 | 81.85 | 12/15/2031 | 5 | 91,270 | 5,529,137 | 127,333 | 7,713,833 | | Kenneth J. Fasola | — | — | — | — | — | | 81,960 | 4,965,137 | 113,326 | 6,865,289 | | Christopher A. Koster | — | — | 15,690 | 81.85 | 12/15/2031 | 5 | 31,253 | 1,893,307 | 51,085 | 3,094,729 | | Susan R. Smith | — | — | — | — | — | | 26,297 | 1,593,072 | 23,326 | 1,413,089 |

  156. 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. 2 The amounts in this column represent the number of shares of unvested RSUs granted in 2022, 2023 and 2024 and the number of PSUs vesting in 2025 for the 2022-2024 PSU performance period at their actual payout amount. As of December 31, 2024, the relevant performance conditions had been satisfied, but the awards did not vest until February 4, 2025, or will not vest until April 26, 2025, as applicable. 3Determined with reference to $60.58, the closing stock price of a share of Centene common stock on December 31, 2024. 4The amounts in this column represent the target number of PSUs granted to our NEOs in 2023 and 2024. The PSUs will vest or be forfeited based on whether the applicable three-year performance metrics are attained. 5Performance 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.

  157. Outstanding Equity Awards at Fiscal Year-End Table

    | 104 | Executive Compensation |

  158. Outstanding Equity Awards at Fiscal Year-End Table

    These unvested equity grants are detailed by vesting date in the table below.

  159. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Vesting Date | Restricted Stock Units | Performance Stock Units Granted in 2021a | Performance Stock Units Granted in 2022a | Performance Stock Units Granted in 2023 | Performance Stock Units Granted in 2024 | | Sarah M. London | 2/4/2025 | — | 7,356 | 39,896 | — | — | | | 3/15/2025 | 47,033 | — | — | — | — | | | 3/15/2026 | 47,034 | — | — | 141,103 | — | | | 3/15/2027 | 21,708 | — | — | — | 120,940 | | Andrew L. Asher | 2/4/2025 | — | 7,356 | — | — | — | | | 3/15/2025 | 22,855 | — | — | — | — | | | 4/26/2025 | 11,784 | — | 15,767 | — | — | | | 3/15/2026 | 22,855 | — | — | 67,985 | — | | | 3/15/2027 | 10,653 | — | — | — | 59,348 | | Kenneth J. Fasola | 1/19/2025 | 17,792 | — | — | — | — | | | 2/4/2025 | — | — | 9,507 | — | — | | | 3/15/2025 | 25,077 | — | — | — | — | | | 3/15/2026 | 20,341 | — | — | 61,830 | — | | | 3/15/2027 | 9,243 | — | — | — | 51,496 | | Christopher A. Koster | 2/4/2025 | — | 8,582 | — | — | — | | | 3/15/2025 | 9,168 | — | — | — | — | | | 3/15/2026 | 9,169 | — | — | 26,939 | — | | | 3/15/2027 | 4,334 | — | — | — | 24,146 | | Susan R. Smith | 3/15/2025 | 2,454 | — | — | — | — | | | 6/15/2025 | 17,200 | — | — | — | — | | | 3/15/2026 | 2,455 | — | — | 9,651 | — | | | 6/15/2026 | 1,733 | — | — | — | — | | | 3/15/2027 | 2,455 | — | — | — | 13,675 | | aThese columns include the unvested PSUs granted for the 2022-2024 performance period. The number of PSUs reported in these columns reflects the number of shares earned for the 2022-2024 performance period, but the awards did not vest until February 4, 2025, or will not vest until April 26, 2025, as applicable. | | | | | | |

  160. 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 2024 upon vesting of RSUs or PSUs. No option awards were exercised by our NEOs in 2024.

  161. 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 | — | $— | 188,327 | $13,580,002 | | Andrew L. Asher | — | — | 83,460 | 6,171,254 | | Kenneth J. Fasola | — | — | 106,266 | 7,796,023 | | Christopher A. Koster | — | — | 45,373 | 3,259,187 | | Susan R. Smith | — | — | 17,200 | 1,185,596 |

  162. Option Exercises and Stock Vested Table

    | Executive Compensation | 105 |

  163. 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, 2024:

  164. 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 | $84,000 | $31,650 | $40,974 | $— | $858,665 | | Andrew L. Asher | 177,316 | 71,522 | 415,079 | — | 2,317,160 | | Kenneth J. Fasola | 66,000 | 25,385 | (32,309) | — | 370,355 | | Christopher A. Koster | 75,000 | 17,308 | 217,456 | — | 1,537,340 | | Susan R. Smith | 41,769 | 10,535 | 3,787 | — | 56,091 |

  165. 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 2024. 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 2024 ranged from -18.4% to 35.8%, with a median return of 11.4% for the year ended December 31, 2024. 4The amounts shown in the Aggregate Balance at Last Fiscal Year-End column include amounts 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, 2024, 2023 and 2022 are summarized below.

  166. Non-qualified Deferred Compensation Table

    | Name | 2024 Summary Compensation Table ($) | 2023 Summary Compensation Table (S) | 2022 Summary Compensation Table (S) | | | | Sarah M. London | $115,650 | $100,604 | | $388,618 | | | Andrew L. Asher | 133,022 | 115,816 | | 18,339 | | | Kenneth J. Fasola | 91,385 | 42,470 | | 237,258 | | | Christopher A. Koster | 92,308 | 129,656 | | 139,020 | | | Susan R. Smith | 52,304 | — | 1 | — | 1 | | 1Ms. Smith was not a Named Executive Officer in the Company's 2023 proxy statement and was not an employee during 2022. | | | | | |

  167. Non-qualified Deferred Compensation Table

    | 106 | Executive Compensation |

  168. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As previously discussed, Ms. London and Messrs. Asher and Fasola are party to employment agreements, pursuant to which they will receive severance payments and benefits upon certain terminations of employment. Mr. Koster and Ms. Smith are not party to individual employment agreements providing for severance, and instead, are party to the Executive Severance Plan.

  169. 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 ($) | Termination Following a Change in Control ($) | | Cash Severance | $— | $9,276,466 | $— | $— | $— | $13,914,699 | | Pro rata Bonus Payment | — | 3,238,233 | — | 3,238,233 | 3,238,233 | 3,238,233 | | Unvested RSUs and PSUs | — | 24,378,664 | — | 24,378,664 | 24,378,664 | 29,306,484 | | Cash LTIP | — | 1,875,000 | — | 1,875,000 | 1,875,000 | 1,875,000 | | Welfare Benefits Values | — | 49,174 | — | 1,139,174 | 49,174 | 73,761 |

  170. Termination and Change-in-Control Tables

    | Andrew L. 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 ($) | Termination Following a Change in Control ($) | | Cash Severance | $— | $1,025,000 | $— | $1,025,000 | $1,025,000 | $6,057,840 | | Pro rata Bonus Payment | 2,562,500 | 2,562,500 | — | 2,562,500 | 2,562,500 | 1,281,250 | | Unvested RSUs and PSUs | 8,960,872 | 8,960,872 | — | 8,960,872 | 8,960,872 | 14,983,009 | | Cash LTIP | 217,425 | 217,425 | — | 975,000 | 975,000 | 975,000 | | Welfare Benefits Values | — | 24,587 | — | 454,587 | 24,587 | 474,832 | | Outplacement | — | 25,000 | — | — | — | — |

  171. 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 ($) | Termination Following a Change in Control ($) | | Cash Severance | $— | $1,100,000 | $— | $1,100,000 | $1,100,000 | $5,768,014 | | Pro rata Bonus Payment | — | 1,375,000 | — | 1,375,000 | 1,375,000 | 1,375,000 | | Unvested RSUs and PSUs | 6,038,069 | 7,978,810 | — | 8,694,260 | 8,694,260 | 12,545,876 | | Cash LTIP | — | 223,000 | — | 1,000,000 | 1,000,000 | 1,000,000 | | Welfare Benefits Values | — | 8,380 | — | 158,380 | 8,380 | 169,656 | | Outplacement | — | 25,000 | — | — | — | — |

  172. 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 ($) | Termination Following a Change in Control ($) | | Cash Severance | $— | $1,500,000 | $— | $— | $— | $4,554,952 | | Unvested RSUs and PSUs | — | 1,075,318 | — | 2,899,990 | 2,899,990 | 5,633,879 | | Cash LTIP | — | 167,250 | — | 750,000 | 750,000 | 750,000 | | Welfare Benefits Values | — | 23,462 | — | 340,000 | — | 35,192 | | Outplacement | — | 25,000 | — | — | — | 25,000 |

  173. Termination and Change-in-Control Tables

    | Susan R. Smith | | | | | | | | Executive Benefits and Payments Upon Terminations | Voluntary Termination/ Retirement ($) | Involuntary Not for Cause Termination ($) | For Cause Termination ($) | Death ($) | Disability ($) | Termination Following a Change in Control ($) | | Cash Severance | $— | $1,400,000 | $— | $— | $— | $3,500,000 | | Unvested RSUs and PSUs | — | 1,190,639 | — | 1,158,593 | 1,158,593 | 3,006,161 | | Welfare Benefits Values | — | 24,225 | — | 250,000 | — | 36,338 | | Outplacement | — | 25,000 | — | — | — | 25,000 |

  174. 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, 2024, 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, 2024, 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.

  175. 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 ($) | | 2024 | $20,602,148 | $— | $5,380,644 | $– | $7,197,901 | $2,470,464 | $96.36 | $146.87 | $3,305 | $7.17 | | 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 |

  176. Pay Versus Performance

    1Represents compensation for Ms. London, the Company's current CEO. 2Represents compensation for Mr. Neidorff, the Company's former CEO. 3PEO 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 2024 for purposes of computing the "compensation actually paid" amounts appearing in this column of the Pay Versus Performance table:

  177. Pay Versus Performance

    | | 2024 | | PEO Summary Compensation Table Total | $20,602,148 | | SCT "Stock Awards Total" column value | (14,630,132) | | Year-end fair value of outstanding equity awards granted in applicable year | 9,182,403 | | Change in fair value of outstanding equity awards granted in prior years | (9,378,030) | | Change in fair value of prior-year equity awards vested in applicable year | (395,745) | | PEO Compensation Actually Paid | $5,380,644 |

  178. Pay Versus Performance

    4Non-PEO NEOs for the applicable years were as follows: 2024 - Andrew Asher, Kenneth Fasola, Christopher Koster and Susan Smith; 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. 5Average 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 2024 for purposes of computing the "compensation actually paid" amounts appearing in this column of the Pay Versus Performance table:

  179. Pay Versus Performance

    | | 2024 | | Average Non-PEO NEO Summary Compensation Table Total | $7,197,901 | | SCT "Stock Awards Total" column value | (4,495,992) | | Year-end fair value of outstanding equity awards granted in applicable year | 2,821,839 | | Change in fair value of outstanding equity awards granted in prior years | (2,971,254) | | Change in fair value of prior-year equity awards vested in applicable year | (82,030) | | Average Non-PEO NEO Compensation Actually Paid | $2,470,464 |

  180. Pay Versus Performance

    6Represents the TSR for the S&P Health Care Index.

  181. Pay Versus Performance

    | Executive Compensation | 111 |

  182. Pay Versus Performance

    7The 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 2024 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.

  183. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  184. 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 |

  185. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  186. 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) |

  187. Compensation Actually Paid vs. Net Income

    | 112 | Executive Compensation |

  188. Compensation Actually Paid vs. Adjusted Diluted EPS1

    Compensation Actually Paid vs. Adjusted Diluted EPS1

  189. 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. |

  190. 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 2024 to link compensation actually paid to our NEOs to our performance:

  191. 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 | |

  192. Compensation Actually Paid vs. Adjusted Diluted EPS1

    | Executive Compensation | 113 |

  193. 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, 2024 was $20,612,148, 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, 2024 was $91,902, inclusive of $10,000 of the Company-paid portion of the employee's medical plan premiums. Ms. London's annual total compensation was 224 times that of our median employee's pay. We determined the median employee by examining the total cash compensation for individuals, excluding our CEO, who were employed by the Company as of October 11, 2024. 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 100 employees who had anomalous pay characteristics. This resulted in 59,378 employees being included in our median employee calculation. 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.

  194. CEO to Median Employee Pay Ratio Information

    | 114 | Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm |

  195. CEO to Median Employee Pay Ratio Information

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

  196. CEO to Median Employee Pay Ratio Information

    KPMG LLP audited our financial statements for the fiscal year ended December 31, 2024. 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.

  197. 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, 2025. |

  198. CEO to Median Employee Pay Ratio Information

    | Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 115 |