Centene Annual Report 2022

FY2022 Annual Report · Centene

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Notice of 2023 Annual
Meeting of Stockholders
and Proxy Statement

Our Purpose

Transforming the health of the
community, one person at a time.

Since its founding as a single local healthcare plan in 1984, Centene’s heart and
soul has been linked to the health of the communities we serve. From that day
until now, Centene has worked tirelessly to fulfill needs in healthcare and help
more individuals.

As we go about our work today, this long-held commitment to the lives of
children, families, seniors, people with disabilities and many more is
encapsulated in our purpose: Transforming the health of the community, one
person at a time.

Our Values

Focus on the
Individual

Whole
Health

Empowering people to create and
maintain lifelong healthy habits

Delivering a full spectrum of
care from physical health to
emotional wellness

Active Local
Involvement

Helping our neighbors create
stronger, healthier communities

Letter from our CEO and our Chairman

March 24, 2023

Dear Stockholders:

Centene has always believed our work has the potential to transform lives and build healthier communities. Centene was
founded on the principle that everyone should have access to high-quality, affordable health care, regardless of age or
economic condition. From this principled beginning, Centene has grown to be the leading provider of coverage through
government-sponsored programs.

We now serve 27 million members across America–primarily those who have been underserved, those with medically
complex needs, and frankly, those whose voices too often go unheard. We deliver health care locally through mission-driven
employees who reside and are deeply engaged in the communities they serve.

Because of this incredible growth, we're now able to combine our on-the-ground insight with the vast experience, data and
capabilities of a leading private-sector health care company. That means even more potential to drive meaningful change
and improve access for those who remain unable to get the care they deserve.

And so that’s been the central inspiration for the organization this past year: evolving the company to seize this new
potential, while continuing to deliver for our members and shareholders.

A Year of Progress and Change

During 2022, Centene took important steps toward operational and cultural transformation and delivered a strong financial
performance.

Centene committed to a long-term strategy centered on growing from strength and focusing on our three core business-
lines: Medicaid, Marketplace and Medicare. Government spending is expected to be the key driver of overall health care
spending for the foreseeable future, and our unparalleled expertise serving lower income and complex populations uniquely
positions Centene to harness this opportunity. We are positioned to drive significant earnings growth in 2023,
demonstrating the power of our core businesses as we draw from positive enterprise momentum generated in 2022.

To increase that momentum further, we have emphasized, and will continue to emphasize, operational efficiency and
simplicity. We executed on our Value Creation plan, successfully advancing several key initiatives that are fortifying our
company’s foundational strengths and reducing complexity across the enterprise. This pivotal work will position us for 2023
and beyond, as we enable the enterprise to better leverage Centene’s capabilities and scale.

Thus, Centene enters 2023 with a clearly defined operational focus, a long-term growth algorithm, providing an important
standard against which our businesses can be measured over time, and a stronger position from which to navigate the
opportunities and challenges 2023 will bring.

These include the long-awaited return of Medicaid redeterminations as state partners revisit beneficiary rolls to verify
member eligibility. Centene will also manage through the fortification of our Medicare platform as we chart a course toward
Medicare Stars scores improvement. As we have shared with investors, these transient dynamics will temper Centene’s
earnings power in the near term - most notably in 2024. Simultaneously, we will continue to invest to modernize our
infrastructure through selective automation, clinical model standardization and platform consolidation.

With this strategy and approach, Centene will emerge with an improved growth trajectory and more enterprise earnings
power. Our core businesses will be stronger and more efficient through the deliberate and methodical work outlined in our
strategic plan. Members will directly benefit from better service and sharpened capabilities.

Centene Corporation

Environmental, Social, Health, and Governance Enhancements

Centene also made significant enhancements to the company’s governance structure in 2022, to ensure we have the right
perspectives and processes to drive this long-term strategy.

The company added five new board members since January 2022, and each of our new directors brings impactful insights
and experience. We also reduced the number of board committees from seven to four and refreshed the chairmanships of
each of the four committees over the past 18 months.

Additionally, we listened to our stockholders and conducted a second stockholder meeting in September to declassify the
board and implement several other new measures, such as the right to call a stockholder meeting and the right to act by
written consent.

As a result of these and other actions taken during the past year, Centene has meaningfully modernized its governance
structure and continues to move toward best-in-class status as a responsive, stockholder conscious enterprise.

Environmental factors contribute to our members’ ability to achieve their best possible health outcomes, so we worked to
strengthen our transparency and impact in this area. We implemented enhanced processes and controls to increase our
greenhouse gas emissions disclosures to include those within our value chain. We continued to invest in reducing our own
carbon footprint, including through a waste reduction program that diverted a million pounds of waste from landfills.

We further invested in our communities’ future by continuing to build the workforce we’ll need to best serve our members. At
the center of Centene’s strategic plan is a continued focus on diversity of talent, community impact, supplier diversity and
stakeholder collaboration. We aim to attract talent that reflects the diversity of our nation, grow leaders and leadership skills,
and reward performance.

Today, 77% of Centene’s workforce identify as women, 48% identify as people of color, and 11% identify as individuals with
disabilities. Further, women make up 66% of employees at the supervisor or above level, and 18% of our employees
participate in at least one of the company’s five Employee Inclusion Groups. We are proud of these statistics, and we believe
the diversity of experience and viewpoints is an important driver of Centene’s success.

For these values and more, Centene was named a 2023 Fortune Most Admired Company and was named to the 2023
Bloomberg Gender-Quality Index, among other prestigious honors.

While we are proud of our diverse workforce and actions to advance health equity and positive community impact, we must
continue to evolve and advance these efforts across the company and in our local communities.

Anchored in Mission

Through all the evolution, there is one cornerstone of Centene that will never change: our mission-driven culture. In 2022 our
more than 70,000 employees showed up for the communities we serve in extraordinary ways.

When natural disasters occurred, local teams supported our state partners in the immediate aftermath and beyond. Centene
employees stepped up to bolster recovery efforts during Hurricane Ian in Florida and amid the November wildfires and flash
flooding in California. They made sure our members could access essential services and prescription drugs, utilizing
Centene’s uniquely local presence on behalf of those in need.

Centene also made community investments to strengthen initiatives focused on health care access, education, and social
services for our members. The Centene Charitable Foundation and its Texas health plan, Superior HealthPlan, committed to
invest $7.9 million in a multipurpose community center in Uvalde, Texas following the devastating events that took 21 lives
in that community, including the lives of 19 children. In partnership with Community Health Development, Inc., a federally
qualified health center, the soon-to-be-built community center will serve as a whole health resource for the entire Uvalde
community and its surrounding region.

Letter from our CEO and our Chairman

And on May 14th, when shots rang out in the aisle of a neighborhood grocery store in downtown Buffalo, our extraordinary
colleagues at Fidelis Care in New York State sprang into action. Within 24 hours, Fidelis employees mobilized to distribute
food and needed supplies into a community whose only grocery store was surrounded in police tape. With the neighborhood
pharmacy inside the Topp’s Grocery Store suddenly closed, our locally based team identified and called–within 72 hours of
the shooting—every one of the 373 members who had filled prescriptions at that pharmacy in the preceding months to
make sure they had needed medication.

That’s the power of Centene’s mission. Centene employees are not only empowered to engage in simple, but profound, acts
of human caring, but people who are drawn to these acts of service are similarly attracted to work for a company whose
purpose aligns with their own.

In Memoriam

Finally, the Centene family experienced profound loss in 2022 with the passing of Michael Neidorff, our long-tenured former
CEO. Michael’s loss will long be felt by the many whose lives he touched. His contribution to Centene and to health care in
our country is the foundation upon which Centene’s leadership team is committed to building new and innovative platforms
to provide high-quality, affordable health care to lower income and medically-complex populations for decades to come.

Centene is grateful to him for this strong foundation, his leadership, and his commitment to the underserved in America.

We are also grateful for the support of our many shareholders and look forward to the year ahead as we work to seize the
powerful opportunities ahead that can differentiate Centene in the future. It’s a transformative time in our history and we’re
energized by the opportunity to show up for our members, state partners and other stakeholders, all while enhancing our
ability to generate shareholder return.

In 2023, we’ll continue to focus on evolving the company to meet the moment we’re in, so that we can realize our full
potential to transform health care.

Thank you for your continued support of Centene and its essential mission.

Sincerely,

Sarah London

Chief Executive Officer

H. James Dallas

Chairman of the Board

Centene Corporation

Notice of 2023 Annual Meeting
of Stockholders
Time and Date
10:00 AM, Central Time, on
Wednesday, May 10, 2023

Place
Centene Plaza
7700 Forsyth Boulevard
St. Louis, Missouri 63105
Centene Auditorium

Record Date
Stockholders as of
March 13, 2023 are
entitled to vote

Voting Items Proposal

Board Vote
Recommendation

For Further
Details

(1) To elect ten directors to hold office until the 2024 Annual Meeting of
Stockholders or until their successors are duly elected and qualified;

FOR each
director nominee

(2) To cast a non-binding advisory vote on the compensation of the Company’s
Named Executive Officers;

FOR

Page 21

Page 69

(3) To cast a non-binding advisory vote on how frequently we should provide our
stockholders with a Say-on-Pay vote;

(4) To ratify the appointment of KPMG LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2023;

(5) To consider the stockholder proposal for shareholder ratification of
termination pay, if properly presented at the Annual Meeting; and

(6) To consider the stockholder proposal for maternal morbidity reduction
metrics in executive compensation, if properly presented at the Annual Meeting.

ANNUAL

Page 119

FOR

Page 120

AGAINST

Page 123

AGAINST

Page 126

Stockholders will also transact such other business as may properly come before the Annual Meeting or at any convening or
reconvening of the Annual Meeting following a postponement or adjournment of the Annual Meeting.

On or about March 24, 2023, we mailed to our stockholders either (1) a copy of our proxy statement, a proxy card and 2022
Annual Report or (2) a Notice of Internet Availability of Proxy Materials (Availability Notice), which indicates how to access
the proxy materials on the Internet. We believe furnishing proxy materials to our stockholders on the Internet provides our
stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of
the distribution process.

By order of the Board of Directors,

Christopher A. Koster
Executive Vice President,
Secretary and General Counsel

How to Vote

St. Louis, Missouri
March 24, 2023

Internet: www.proxyvote.com

Mail

QR Code

Telephone: 1-800-690-6903

Mark, sign, date and promptly mail the enclosed
proxy card in the postage-paid envelope

Scan this QR code to vote
with your mobile device

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be held on
May 10, 2023: The accompanying proxy statement and the 2022 Annual Report are available at www.proxyvote.com.

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126

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129

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131

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136

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139

Proposal 3 - Advisory Vote on How Frequently We
Should Provide our Stockholders with a Say-on-
Pay Vote

Proposal 4 - Ratification of Appointment of
Independent Registered Public Accounting Firm

Audit and Non-Audit Services Pre-Approval Policy

Audit and Compliance Committee Report

Proposal 5 - Stockholder Proposal for Shareholder
Ratification of Termination Pay

Proposal 6 - Stockholder Proposal for Maternal
Morbidity Reduction Metrics in Executive
Compensation

Security Ownership of Certain Beneficial
Owners and Management

Five Percent Beneficial Owners of Common Stock

Delinquent Section 16(a) Reports

Equity Compensation Plan Information

Commonly Asked Questions and Answers About the
Annual Meeting

Other Matters

Committee Reports

Proxy Solicitation Costs

Stockholder Proposals

Multiple Stockholders Having the Same Address

Requests for Additional Information

Forward-Looking Statements

Appendix A - Reconciliation of Non-GAAP Measures

Notice of 2023 Annual Meeting of Stockholders

Table of Contents

Letter from our CEO and our Chairman

Notice of 2023 Annual Meeting of Stockholders

Who We Are

Company Overview

2022 Financial and Business Highlights

Execution of Strategy

The Company’s Approach to Integrating
Technology and Healthcare

Commitment to Environmental, Social, Health, and
Governance (ESHG)

Proxy Summary

Proposal 1 - Election of Directors

Board Overview

2023 Director Nominees

Independence of Directors

Director Nomination Process

Stockholder Nominations of Director Candidates

Corporate Governance

Corporate Governance Principles

Proxy Access

Board and Committee Structure

Director Engagement

Board Oversight of Risk Management

Environmental, Social, Health, and Governance and
Corporate Sustainability

Stockholder Engagement

Other Governance Policies and Practices

Related Party Transactions

Compensation of Directors

Executive Officers

Proposal 2 - Advisory Resolution to Approve

Executive Compensation

Letter from Chairman of Compensation and Talent
Committee

Compensation Discussion and Analysis

Compensation and Talent Committee Report

Executive Compensation Tables

Pay Versus Performance

CEO to Median Employee Pay Ratio Information

100

114

118

Centene Corporation

Who We Are

Company Overview

Our mission as a leading healthcare enterprise is to help people live healthier lives, with an established expertise in
lower-income and medically complex populations. We provide access to high-quality healthcare, innovative programs, and a
wide range of health solutions that help families and individuals get well, stay well, and be well. We believe that our local
approach enables us to provide accessible, quality, culturally sensitive healthcare coverage to our communities.

We have a competitive advantage being on the ground, enabling us to establish strong relationships with our partners and
providing us with first-hand knowledge, which enables us to facilitate the best possible care to our members. We have a
commitment to the communities and people we serve to transform their health at the local level.

2022 Financial and Business Highlights

Our 2022 financial and business results reflect our execution on our Value Creation Plan and strong performance across our
three major product lines.

2022 Financial Results

$144.5 billion

Total Revenues,
a 15% increase vs. 2021

$2.07

Diluted Earnings
Per Share (EPS)

$5.78

Adjusted Diluted
EPS

TSR 3-Year
CAGR

10%

TSR 5-Year
CAGR

Medicaid

Marketplace

Medicare Advantage

We are the largest Medicaid Managed
Care Organization

We are the #1 Marketplace Carrier

We showed strong growth year-over-year
in our Medicare Advantage product

16.0 million members across 29 states

2.1 million members across 27 states

1.5 million members across 36 states

Refer to Appendix A for reconciliations of non-GAAP measures included throughout this proxy statement.

Execution of Strategy

Our growth over the past decade has positioned us to be a leader in the healthcare industry during this remarkable time,
enabling the Company to stay focused on its mission while also delivering strong financial performance for its stockholders.
Centene has a unique and powerful platform, and we are working to fortify its foundation to fuel our next phase of
innovation and growth. We are focused on strong, long-term growth grounded in our core product lines, investing in
becoming easy to work with by building modern systems and processes, and curating an enhanced network of best-in-class
partnerships designed to drive value across our portfolio.

The Value Creation Plan we initiated in 2021, which includes cost savings, gross margin expansion, and portfolio
optimization and strategic capital allocation, supports the execution of this strategy — all aimed at delivering value to our
stockholders. We achieved key milestones in our Value Creation Plan in 2022.

Who We Are

Value Creation: Measuring Progress in 2022

The Company’s Approach to Integrating
Technology and Healthcare

We have the opportunity to lead the digital transformation of healthcare and to create a seamless experience for our
members and providers, closing the gap between health and care. Accordingly, we are investing in scalable innovation and
transformation to harness our data. Our rich, local data amassed over decades allows us to track utilization trends, identify
health disparities, monitor quality of care, and evaluate the effectiveness of our programs. Through these analyses, we
identify and implement interventions that improve health outcomes, advance health equity and population health, and guide
high-impact investments into the community. In this way, our data will enable us to transform the health of our communities
long-term and deliver value to both members and stockholders.

Additionally, we are investing to become easier to work with, in part by designing seamless experiences for our members,
providers and government partners. Our goal is a lack of administrative friction, with operational and payment activities
largely automated in the background. We believe that deeper innovation at Centene is a catalyst in the creation of a
healthcare learning and discovery platform.

It is through these innovative solutions that we plan to bring about a unique, personalized digital healthcare experience for
each member to deliver better health outcomes.

Centene Corporation

Commitment to Environmental, Social, Health, and
Governance (ESHG)

Since its founding as a single local healthcare plan in 1984, Centene has been focused on the health of the communities we serve.
In alignment with our purpose of transforming the health of the community, one person at a time, we continue to center around the
principles upon which our company was founded: focus on the individual, commitment to whole health, and active local involvement.
These principles shape our focus on the environment, the health and social well-being of our communities, and our culture of ethics
and governance.

At Centene, we include “Health” as a key component of our Environmental, Social, and Governance (ESG) strategy. Our ESHG
strategic framework expresses Centene’s commitments to Advancing Environmental Resilience, Serving Our Communities,
Living Our Values, and Powering Better Health, all while identifying 16 key business areas essential to our success.

Advancing Environmental
Resilience
• Environmental Impacts on Health

•

Environmental Sustainability

Living Our Values

•

Ethics and Compliance

Governance and Accountability

Data Privacy and Security

Serving Our Communities

Powering Better Health

• Community Outreach

•

Employee Partnership and Development

Diversity, Equity and Inclusion

Community Investment

Community Engagement

Employee Health and Well-Being

•

Healthcare Quality

Healthcare Affordability

Healthcare Access

Research and Development

Public Policy

As the leader in government-sponsored healthcare, we hold a unique position to address the environmental, social, and
health barriers that impact our most vulnerable populations. Continued focus on ESHG matters remains foundational to
supporting our strategy, long-term sustainability, and value creation. As part of this focus, throughout the last year we have
made several enhancements to our disclosures and reporting, including issuing reporting aligned with the Sustainability
Accounting Standards Board (SASB) and the Task Force on Climate-related Financial Disclosures (TCFD). In addition,
diversity, equity, and inclusion has remained a top priority for Centene. Our Diversity, Equity & Inclusion 2022 C-Index Annual
Report includes our EEO-1 data and highlights our commitment to sustain and advance our vision of conscious inclusion of
talent, community impact, supplier diversity, and stakeholder collaboration. See page 53 below for additional information
regarding our commitment to ESHG.

Proxy Summary

This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should
consider. You should read the entire Proxy Statement carefully before voting. Please see the Questions and Answers section
beginning on page 131 for important information about proxy materials, voting, the annual meeting, Company documents,
and communications.

PROPOSAL

Election of Directors

The Board recommends a vote FOR each director nominee.

See page
21

Board Information

Director Nominees

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

Name and Primary (or Former) Occupation

Age

Since Other Public Boards

ACC CTC GC VCC

Director

Committee
Memberships

Jessica L. Blume, CPA
Retired Vice Chairman of Deloitte LLP

Kenneth A. Burdick
Chairman and Chief Executive Officer of LifeStance
Health Group, Inc.

Christopher J. Coughlin
Retired Executive Vice President and Chief Financial
Officer, Tyco International Ltd.

H. James Dallas
Former Senior Vice President, Quality and
Operations, Medtronic Public Limited Company

Wayne S. DeVeydt
Managing Director, Bain Capital; Executive Chairman,
Surgery Partners, Inc.

Frederick H. Eppinger
Director, President and Chief Executive Officer of
Stewart Information Services Company

Monte E. Ford
Principal Partner, Chief Information Officer Strategy
Exchange
Sarah M. London
Chief Executive Officer of Centene Corporation

2018

Publix Super Markets, Inc.1

2022

LifeStance Health Group, Inc.

2022

Karuna Therapeutics, Inc.
Prestige Consumer Healthcare
Inc.

2020

KeyCorp

2022

Surgery Partners, Inc.

2006

Stewart Information Services
Company

Akamai Technologies, Inc.
Iron Mountain Inc.
Jet Blue Airways Corporation

2022

2021

Lori J. Robinson
Retired United States Air Force General

2019

Korn Ferry
NACCO Industries, Inc.

Theodore R. Samuels
Former President, Capital Guardian Trust Company

2022

Bristol Myers Squibb Company
Perrigo Company plc

Securities registered pursuant to Section 12(g) of the Securities Act.

ACC = Audit and Compliance Committee
CTC = Compensation and Talent Committee

GC = Governance Committee
VCC = Value Creation Committee

Chair
Member

Centene Corporation

Director Nominee Snapshot

Age

Independence

Diversity

40's

50's

60's

70's

Independent

Non-Independent

Diverse

Non-Diverse

30%

Gender Diversity
3 out of 10
directors are
female

20%

Race/Ethnic
Diversity
2 out of 10
directors are
racially/ethnically
diverse

Director Tenure and Commitment to Refreshment
Five of our director nominees joined our Board during 2022. As a result, eight of our ten director nominees have joined our
board in the past three and a half years, representing 80% Board refreshment. In addition, our Board adopted a mandatory
retirement age for non-management directors of 75 years and also established a targeted period of seven years as a
maximum tenure of a committee chairman. The Board continues to engage in director recruitment activities, and has
committed to the "Rooney Rule", in which it will include women and minority candidates in the interviewing process.

Less than 2 years

2-5 years

6+ years

Qualifications and Experience
Below we identify and describe the key experience, qualifications and skills our directors bring to the Board that are
important considering the Company’s business and structure.

Leadership (10/10)

Healthcare and Insurance (9/10)

Technology (4/10)

Finance and Accounting
(7/10)

ESG and Community Involvement
(10/10)

Public Company Board and Governance
(10/10)

117162 YearsAverage Age8280%Independent5550%Gender and Racially/Ethnically Diverse6313.6 YearsAverage Tenure8280% of Director Nomineeshave joined the Boardwithin the last3.5 yearsProxy Summary

2022 Stockholder Engagement and Response
We believe that engaging with stockholders is fundamental to the Company’s success and our commitment to good
governance. Since our 2022 Annual Meeting of Stockholders, a combination of management and independent directors met
with Centene stockholders as well as the leading proxy advisory firms. Feedback received from these discussions, as well as
a review of feedback from previous years, has helped guide changes to our governance practices and executive
compensation program and further improve our environmental, social, health, and governance-related disclosures and
practices. Engaging with our stockholders remains a high priority, and our expanded disclosures in this year’s proxy
statement directly reflect stockholder feedback. See page 60 below for additional information regarding our stockholder
engagement efforts.

The following directors
engaged with stockholders:

Proactively reached out to
stockholders representing:

Met with stockholders
representing:

Matters discussed during
these meetings included:

• Jessica Blume

•

Christopher Coughlin

Wayne DeVeydt

Theodore Samuels

• Board Refreshment

•

Stockholder Rights

Executive
Compensation

of our outstanding shares,
including 16 institutional
investors

of our outstanding shares,
including 11 institutional
investors

Category

What We Heard

What We Changed

Board
Refreshment

Long-tenured Lead Independent
Director

Appointed James Dallas as new Lead Independent
Director in January 2022

Separate CEO and Chairman roles

Separated CEO and Chairman roles in April 2022

Refresh Board

Appointed Kenneth Burdick, Christopher Coughlin,
Wayne DeVeydt and Theodore Samuels in January 2022

Appointed Monte Ford in November 2022

Average age of Board members reduced to 62

Average tenure of Board members reduced to 3.6 years

Adopt retirement policy

Adopted mandatory retirement policy at age 75

Enhance
Stockholder
Rights

Declassify Board of Directors

Stockholder special meeting rights

Stockholder written consent rights

Improve stockholder proxy access
rights

Declassified Board of Directors; all directors to stand for
election annually beginning in 2023
Amended Certificate of Incorporation and By-laws to
provide stockholders with 10% ownership the right to
call a special meeting

Amended Certificate of Incorporation and By-laws to
provide stockholders the right to act by written consent
Amended By-laws to shorten the proxy access
ownership rights to 3 years
Amended By-laws to shorten the advance notice
window to 90 – 120 days

56%41%14

Centene Corporation

Category

What We Heard

What We Changed

Modernize
Board
Committees

Rotate membership of committees

Refresh chairs of committees

Reduce the number of committees

Clarify roles of committees

Executive
Compensation

Align CEO compensation with peers

Align NEO compensation with peers

Annual Incentive Plan should have
clearer performance targets

Long-Term Incentive Compensation
Program should have fewer
components

Long-Term Incentive Compensation
Program should have targets different
from Annual Incentive Plan

Long-Term Incentive Plan should use
relative Total Shareholder Return
(TSR) as a performance metric

Performance against targets should
be disclosed more clearly

Limit severance payments

Review relationship with
compensation consultant

Committee membership refreshed in January 2022 and
in August 2022

All committees have refreshed their chairs since
November 2021

Number of committees reduced from 7 to 4 in August
2022

Committee charters revised with responsibilities
realigned in August 2022

New CEO compensation set slightly below the median
in April 2022

Offers for new hires made with the goal of being at the
50th percentile

Increased Adjusted Diluted EPS to 50% of the
performance criteria in 2022 and a further increase to
65% in 2023

Weighting of business unit and individual goals have
been decreased to 40% in 2022 and 25% in 2023;
business unit goals are measurable against key
financial and operational priorities

Quality metrics represent 10% of the performance
criteria
2023-2025 Plan no longer includes performance-based
stock options
2023-2025 Plan no longer includes Cash LTIP

2023-2025 Plan metrics are all different from the Annual
Incentive Plan targets

2023-2025 Plan includes 33% of PSUs tied to relative
TSR performance metric

Performance against targets is described in the 2022
Executive Compensation Program section under
Compensation Discussion and Analysis

Limited Michael Neidorff’s death benefits to those
required by his pre-existing employment agreement
Adopted cash severance policy to limit cash severance
to 2.99 times annual salary and bonus
Appointed Frederic W. Cook & Co., Inc. (FW Cook) as
new compensation consultant in 2022

Proxy Summary

Governance Highlights

As a result of our 2022 enhancements in response to our stockholder feedback, highlights of our governance now include
the following:

Stockholder Rights

Board Practices

Annual Election of Directors

Commitment to Board Refreshment

Majority Voting Uncontested Director Elections

80% of Board Independent

Directors Can Be Removed With or Without Cause

Board Chairman and CEO Separate

“Proxy Access” Right for Stockholders

Non-Executive, Independent Chairman

10% of Shares Can Call a Special Meeting

Active Stockholder Engagement

Stockholders Can Act by Written Consent

Mandatory Retirement Age of 75

No Supermajority Vote Provisions

Limits on Public Company Directorships

No Stockholder Rights Plan or “Poison Pill”

Continuing Education for Directors

Annual Board Self-Evaluation Process

Adopted “Rooney Rule” for Board Recruitment

Centene Corporation

PROPOSAL

Advisory Resolution to Approve
Executive Compensation
The Board recommends a vote FOR this proposal.

See page
69

Executive Compensation Overview
The following provides an overview of the evolution of our compensation programs and governance practices, which were
informed by our stockholder outreach and “best practice” market trends:

Category

2021

2022

2023

Annual
Incentive
Plan
Metrics &
Weighting

Granted in Dec. 2020

Granted in Dec. 2021

Granted in Mar. 2023

Adjusted Diluted EPS

35%

Adjusted Diluted EPS

50%

Adjusted Diluted EPS

65%

Business Unit &
Individual Goals

SG&A Expense
Management

50%

15%

Business Unit &
Individual Goals

Quality

40%

10%

Business Unit &
Individual Goals

Quality

25%

10%

•

Reduced Individual
weighting

• Reduced Individual

weighting

Increased Adjusted Diluted
EPS Weighting

•

Increased Adjusted Diluted
EPS Weighting

Added Quality Metric

PSUs

Adjusted Pre-Tax
Margin

60%

Adjusted Diluted EPS

70%

Revenue Growth CAGR 40%

Adjusted Net Earnings
Margin

30%

Stock
Options

Granted to CEO without
a stock appreciation
condition

Cash LTIP Adjusted Pre-Tax
Margin

Granted with a stock
appreciation condition

No Stock Options Granted in
2022

30%

Adjusted Diluted EPS

35%

Adjusted Pre-Tax
Earnings Growth CAGR

Adjusted Net Earnings
Margin

Relative TSR

34%

33%

Added rTSR with target >
median

Eliminated duplicative
Adjusted Diluted EPS
measure

•

Eliminated Stock Options

Revenue Growth CAGR 20%

Adjusted Net Earnings
Margin

Relative TSR

50%

Relative TSR

15%

50%

Eliminated Cash LTIP

Other

•

New CEO
compensation set
slightly below the
median

New policy limits
cash severance to
2.99x base + bonus

Proxy Summary

The following is an overview of our 2022 executive compensation program which was approved by the Compensation
Committee in place prior to 2022. The 2022 plan design and awards resulted in 9% of base salary, 13% of target annual cash
incentive plan, and 78% of target LTI for our current CEO and the following pay elements, metrics, and average target pay
mix for all of our NEOs:

2022 Pay Elements

Base Salary

Award
Type

Mix Purpose

Cash

14%

To recognize individual contribution, time in role, scope
of responsibility, leadership skills and experience.

Annual Cash Incentive Plan

Cash

17%

Long-Term
Incentive
Awards

Performance-based
Restricted Stock
Units (PSUs)
Service-based
Restricted Stock
Units (RSUs)

Performance-based
Stock Options

Cash Long-term
Incentive

Equity

Cash

To reward executives for performance on key
operational and financial measures, with emphasis on
individual contribution.

To retain and motivate executives to drive long-term
stockholder value and align their actions to drive
successful business outcomes.

69%

The performance-based stock options and cash long-
term incentives were awarded in 2021 for many of our
NEOs (prior to the Board and committee refreshment in
2022). Beginning in 2023, we will grant annual awards
in March and eliminate performance based-stock
options or cash long-term incentives.

Centene Corporation

2022 Annual Incentive Plan Funding Results

Threshold

% of Target

50%

2022
Adjusted
Diluted
EPS

Target

100%

Maximum

200%

The Compensation and Talent Committee (Compensation Committee) exercised negative discretion on the Adjusted Diluted
EPS metric and reduced the reported result of $5.78 by $0.02 for share repurchases not included in the annual operating
plan and funded from free cash flow from operation.

While the 2022 bonus plan provides for Adjusted Diluted EPS to fund the pool at 190%, the Compensation Committee
exercised negative discretion and reduced the funding pool by 5% as a result of the quality metrics.

2020 - 2022 Performance-based Restricted Stock Unit Award Results

Threshold

Target

Maximum Weight

Metric
Payout
of Target

Weighted
Payout

Pre-tax Margin
(As adjusted)

Compound
Annual Revenue
Growth Rate

60%

82.7%

49.6%

40%

132.0%

52.8%

100%

102.4%

2020 - 2022 Cash Long-term Incentive Plan Results

Threshold

Target

Maximum Weight

Metric
Payout
of Target

Weighted
Payout

Pre-tax Margin
(As adjusted)

Compound
Annual Revenue
Growth Rate

HCI Peer Group
Relative TSR
Percentile Rank

30%

82.7%

24.8%

20%

132.0%

26.4%

50%

—%

100%

51.2%

Proxy Summary

Compensation Best Practices

The Compensation Committee establishes and administers the executive compensation philosophy and program and
assists the Board of Directors in the development and oversight of all aspects of executive compensation. Presented in the
table below are highlights of our compensation practices:

What We Do

Pay for Performance
A significant portion of our NEOs’ compensation
is tied to performance with clearly articulated
financial and performance goals.

Competitive Compensation
Each component of the NEOs’ annual total direct
compensation is generally targeted at the 50th
percentile of peer group compensation. The
Compensation Committee may consider
differences from the median in certain cases.

Long-Term Incentive Awards
Reward continuous performance on multiple
metrics and vest at the end of a three-year period.

Formula Based Annual Incentive Plan
Awards under the Annual Cash Incentive plan are
formula based.

Tally Sheets
Tally sheets and wealth accumulation analyses
for each NEO are reviewed annually.

Annual Compensation Risk Assessment
We regularly analyze risks related to our
compensation program and we conduct broad
risk assessments.

What We Don’t Do

Excessive Risk-Taking in Our

Compensation Programs
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 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 Single-Trigger Employment Agreements
Any cash payments in executive employment
agreements are subject to a “double-trigger”
change in control condition.

Stock Ownership Requirements
We maintain rigorous stock ownership
requirements for our directors, executives and
other members of senior management. Our CEO’s
requirement is 5x annual base pay; other NEOs’
requirements are 2.5x annual base pay.

Clawbacks
We can recover performance-based cash and
equity incentive compensation paid to executives
in various circumstances.

Independent Compensation Consultant
The Compensation and Talent Committee retains
an independent compensation consultant to
advise the committee on executive compensation
matters.

Executive Severance Arrangements
The Compensation and Talent Committee
reviews severance policies annually and limits the
usage of one-off arrangements.

No Hedging or Pledging
Directors and executives are prohibited from
hedging, pledging or engaging in any derivatives
trading with respect to Company stock.

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 Single-Trigger Stock Grants
Equity compensation awards are subject to a
“double-trigger” change in control condition.

Centene Corporation

PROPOSAL

Advisory Vote on How Frequently We Should
Provide our Stockholders with a Say-on-Pay Vote

See page
119

The Board recommends a vote for ANNUAL Say-on-Pay votes.

The stockholders also have the opportunity at the Annual Meeting to cast a non-binding advisory vote on how frequently the
Company should provide its stockholders with a Say-on-Pay vote (such as that provided above in Proposal Three). By voting
on this proposal, stockholders may indicate whether they would prefer having a Say-on-Pay vote every one, two or three
years, or they may abstain.

PROPOSAL

Ratification of Appointment of Independent
Registered Public Accounting Firm

The Board recommends a vote FOR this proposal.

See page
120

KPMG LLP audited our financial statements for the fiscal year ended December 31, 2022. 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.

PROPOSAL

Stockholder Proposal for Shareholder Ratification
of Termination Pay

See page
123

The Board recommends a vote AGAINST this proposal.

Stockholder Proposal for Maternal Morbidity
Reduction Metrics in Executive Compensation

The Board recommends a vote AGAINST this proposal.

See page
126

Proposal 1 – Election of Directors

PROPOSAL

Election of Directors

The first proposal on the agenda for the meeting is the election of ten nominees to serve for a one-year term beginning at
the meeting and ending at our 2024 Annual Meeting of Stockholders. Pursuant to our agreement with Politan Capital
Management, and our mandatory retirement age policy, Mr. Ayala, Mr. Gephardt and Mr. Trubeck are our current directors
who are not standing for re-election. In light of these retirements, the Board has reduced the size of the Board to 10
directors, effective upon Messrs. Ayala’s, Gephardt’s and Trubeck’s retirements from the Board.

No director, including any director standing for election, or any associate of a director, is a party adverse to us or any of our
subsidiaries in any material proceeding or has any material interest adverse to us or any of our subsidiaries. No director,
including any director standing for election, is related by blood, marriage, or adoption to any other director or any
executive officer.

The Board has nominated Jessica Blume, Kenneth Burdick, Christopher Coughlin, James Dallas, Wayne DeVeydt, Frederick
Eppinger, Monte Ford, Sarah London, Lori Robinson and Theodore Samuels for re-election to the Board. We expect that all
nominees will be able to serve if elected. If any of them are not able to serve, proxies may be voted for a substitute nominee
or nominees or the Board may choose to reduce the size of the board.

The Board believes the election of these ten nominees is in our best interests and the best interests of our
stockholders and recommends a vote “FOR” the election of the ten nominees.

Centene Corporation

Board Overview

Director Qualifications

We believe that our directors should understand the diverse populations we serve and possess the highest personal and
professional ethics, integrity, and values and be committed to representing the interests of our stockholders. They must also
have an inquisitive and objective perspective, practical wisdom, mature judgment and demonstrated leadership skills. We
also endeavor to have a Board of Directors representing a range of experiences in areas that are relevant to the Company’s
business activities.

Below we identify and describe the key experience, qualifications and skills criteria we believe are important for our Board of
Directors, as a whole, to possess. These are the criteria our Governance Committee considers when evaluating
director nominees.

Leadership Experience
We believe that directors with experience in significant leadership positions over an extended period, especially
chief executive officer positions, chief financial officers and other senior executives, provide the Company with
valuable insights and strategic thinking. These individuals generally possess extraordinary leadership qualities
and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of
organizations, processes, strategy, risk management and the methods to drive change and growth.

Finance and Accounting Experience
We believe that directors with experience in public accounting, investment banking and financial services
companies possess an understanding of finance and the financial reporting process with which to manage our
business. We measure our operating and strategic performance by reference to financial targets. In addition,
accurate financial reporting and robust auditing are critical to our success and developing stockholders’
confidence in our reporting processes under the Sarbanes-Oxley Act of 2002.

Healthcare and Insurance Industry Experience
Our industry is complex and rapidly evolving. Healthcare and insurance industry experience includes expertise
with healthcare operations, healthcare technology, insurance and other experience. Directors with industry
experience help the Company stay abreast of industry best practices and innovations and help us to benchmark
our practices against those of our competitors.

Environmental, Social & Governance Experience and Community Involvement
As a corporate citizen, we believe that sustainable operations are both financially and operationally beneficial to
our business, and critical to the health of our employees and the communities in which we operate. We seek
directors with experience in building strong environmental, labor, health & safety and ethical practices.

Information Technology and Security Experience
Because effective information systems and the integrity and timeliness of data we use to serve our customers
and healthcare professionals are integral to the operation of our business, and because technology plays a
central role in healthcare, including the diagnosis, management and treatment of disease, we seek directors
with experience in relevant technology and who have experience managing cybersecurity and information
security risks.

Public Company Board and Governance Experience
Directors with public company board experience understand the dynamics and operation of a corporate board,
the relationship of a public company board to the Chief Executive Officer and other senior management
personnel, the legal and regulatory landscape in which public companies must operate, the importance of
particular agenda and oversight issues, and how to oversee an ever-changing mix of strategic, operational, and
compliance-related matters.

Proposal 1 – Election of Directors

Background & Experience

Below we identify and describe the key experience, qualifications and skills our directors bring to the Board that are
important considering the Company’s business and structure.

Leadership

Finance and
Accounting

Healthcare
and
Insurance

ESG and
Community
Involvement Technology

Public
Company
Board and
Governance

Jessica L.
Blume, CPA

Kenneth A.
Burdick

Christopher J.
Coughlin

H. James Dallas

Wayne S.
DeVeydt

Frederick H.
Eppinger

Monte E. Ford

Sarah M. London

Lori J. Robinson

Theodore R.
Samuels

Centene Corporation

Board Diversity & Refreshment

In making its recommendations to our Board, the Governance Committee considers the qualifications of individual director
candidates applying the director criteria described above. Our Board also embraces and encourages a culture of inclusion
and diversity. We believe diversity of backgrounds, viewpoints and lived experiences ensures all perspectives are heard and
considered and assists our Board in reaching the best decisions for the members we serve.

While our Board does not establish specific gender and race/ethnicity goals or quotas with respect to diversity, the
Board is committed to actively seeking women and racially/ethnically diverse director candidates as part of the
process for selecting new Board members and adopted the “Rooney Rule” requiring that women and minorities be
included in the initial pool of candidates when selecting new director nominees.

Age

Independence

Diversity

30%

Gender Diversity
3 out of 10
directors are
female

20%

Race/Ethnic
Diversity
2 out of 10
directors are
African American

40's

50's

60's

70's

Independent

Non-Independent

Diverse

Non-Diverse

In response to stockholder feedback, we made a number of changes to our board refreshment and structure practices in
2022 as noted below.

Category

What We Heard

What We Changed

Board
Refreshment

Long-tenured Lead Independent
Director

Appointed James Dallas as new Lead Independent
Director in January 2022

Separate CEO and Chairman roles

Separated CEO and Chairman roles in April 2022

Refresh Board

Appointed Kenneth Burdick, Christopher Coughlin,
Wayne DeVeydt and Theodore Samuels in January 2022

Appointed Monte Ford in November 2022

Average age of Board members reduced to 62

Average tenure of Board members reduced to 3.6 years

Adopt retirement policy

Adopted mandatory retirement policy at age 75

117162 YearsAverage Age8280%Independent5550%Gender and Racially/Ethnically DiverseProposal 1 – Election of Directors

In response to feedback from our stockholders, over the past few years the board has made meaningful board refreshment
changes, with five new members joining in 2022.

Additionally, James Dallas, Chairman of the Board, informed the Board on August 1, 2022 that he planned to step down as
Chairman of the Board by the 2023 Annual Meeting of Stockholders. Mr. Dallas will remain a director of the Company, and is
standing for reelection in 2023.

Centene Corporation

2023 Director Nominees

We have ten 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 2024 Annual Meeting of
Stockholders and until his or her respective successor is elected and qualified or until his or her earlier death, removal or
resignation. These nominees, their ages at the date of this Proxy Statement and the year in which they first became
directors are summarized in the table below. The Board of Directors has affirmatively determined that each of the nominees,
other than Mr. Burdick and Ms. London, is independent from the Company and its management under the NYSE’s
independence standards.

AGE: 68

DIRECTOR SINCE:
February 2018

RACE/ETHNICITY AND
GENDER:
White Female

COMMITTEES:

• Audit and Compliance

•

Governance (Chair)

Jessica L. Blume, CPA
Retired Vice Chairman of Deloitte LLP

EXPERIENCE:

• Vice Chairman of Deloitte LLP from 2012 until her retirement in 2015

•

Served in various leadership positions during her 26 years at Deloitte including serving
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 and established and managed
Deloitte's ESG practice

Prior to Deloitte, she served as a CFO for one of the largest US local governments

Received a Bachelor of Science from the University of Central Florida and is a CPA

REASONS FOR NOMINATION:

Ms. Blume brings extensive experience in the accounting profession, as well as executive
leadership experience as Vice Chairman of Deloitte. Her experience as a Deloitte leader
has provided Ms. Blume with significant exposure to business operations in a variety of
industries, including healthcare, as she led large-scale business transformations and
consolidations. Ms. Blume’s financial acumen, including her expertise in accounting
issues and service on the audit committee of another company with SEC-registered
securities, is an asset to our Board.

CURRENT DIRECTORSHIPS:

• Publix Super Markets, Inc.

QUALIFICATIONS AND EXPERIENCE:

Leadership

Finance and
Accounting

Healthcare and
Insurance

ESG and Community
Involvement

Technology

Public Company
Board and
Governance

Proposal 1 – Election of Directors

AGE: 64

DIRECTOR SINCE:
January 2022

RACE/ETHNICITY AND
GENDER:
White Male

COMMITTEES:

• Value Creation (Chair)

Kenneth A. Burdick
Chairman and Chief Executive Officer of LifeStance Health Group, Inc.

EXPERIENCE:

• CEO and Chairman of Lifestance Health, Inc., a Nasdaq listed public company

specializing in behavioral health, beginning in September 2022

•

Executive Vice President of Markets and Products of Centene Corporation from
January 23, 2020, until his retirement on February 21, 2021

Chief Executive Officer of WellCare Health Plans, Inc. from 2015 until January 2020,
when the company was acquired by Centene

Joined WellCare in 2014, serving initially as President, National Health Plans and then
as President and Chief Operating Officer

President and Chief Executive Officer of Blue Cross and Blue Shield of Minnesota from
February 2012 to July 2012

Chief Executive Officer of the Medicaid and Behavioral Health businesses of Coventry
Health Care, Inc. from August 2010 to February 2012

Held a variety of positions with UnitedHealth Group, Inc., including Chief Executive
Officer of UnitedHealthcare from 2006 to 2008 and Chief Executive Officer of Secured
Horizons (Medicare division of UnitedHealthcare) from 2008 to 2009

Received a Bachelor of Arts from Amherst College and a Juris Doctorate from the
University of Connecticut

REASONS FOR NOMINATION:

Mr. Burdick has over 30 years of healthcare executive and operations experience,
including prior roles as a Fortune 500 public-company chief executive officer and board
member, and has a demonstrated track record of growing healthcare companies.

CURRENT DIRECTORSHIPS:

• LifeStance Health Group, Inc.

PRIOR DIRECTORSHIPS:

• Orion Acquisition Corporation

•

First Horizon National Corporation

QUALIFICATIONS AND EXPERIENCE:

Leadership

Finance and
Accounting

Healthcare and
Insurance

ESG and Community
Involvement

Public Company
Board and
Governance

Centene Corporation

AGE: 70

DIRECTOR SINCE:
January 2022

RACE/ETHNICITY AND
GENDER:
White Male

COMMITTEES:

• Audit and Compliance

•

Compensation and
Talent (Chair)

Christopher J. Coughlin
Retired Executive Vice President and Chief Financial Officer, Tyco International Ltd.

EXPERIENCE:

• Senior Advisor to the CEO and Board of Directors of Tyco International from 2010 to

his retirement in 2012

•

Executive Vice President and CFO of Tyco from 2005 to 2010, during which he was
instrumental in turning the company around after a management and financial scandal
and ultimately separated it into six separate public companies

Chief Operating Officer of the Interpublic Group of Companies from June 2003 to
December 2004 and as Chief Financial Officer from August 2003 to June 2004

Executive Vice President and Chief Financial Officer of Pharmacia Corporation from
1998 until its acquisition by Pfizer in 2003

Named a 2022 Director of the Year by the New Jersey Chapter of the National
Association of Corporate Directors (NACD) for his leadership in public corporate
governance

Named the NACD Corporate Director of the Year in 2015

Received a Bachelor of Science from Boston College

REASONS FOR NOMINATION:

Mr. Coughlin brings extensive experience in complex financial and accounting matters,
including public accounting and reporting. Mr. Coughlin also has broad experience as a
public company director resulting in corporate governance, talent succession and
executive compensation expertise, as well as board leadership experience.

CURRENT DIRECTORSHIPS:

• Karuna Therapeutics, Inc.

•

Prestige Consumer Healthcare, Inc.

PRIOR DIRECTORSHIPS:

• Allergan plc

• Hologic Inc.

•

Alexion Pharmaceuticals, Inc.

Covidien plc

Dipexium Pharmaceuticals, Inc.

Perrigo Company

•

Dun & Bradstreet Corp.

Forest Laboratories, LLC.

Interpublic Group of Companies

Monsanto Company

QUALIFICATIONS AND EXPERIENCE:

Leadership

Finance and
Accounting

Healthcare and
Insurance

ESG and Community
Involvement

Public Company
Board and
Governance

Proposal 1 – Election of Directors

AGE: 64

DIRECTOR SINCE:
January 2020

RACE/ETHNICITY AND
GENDER:
African-American Male

COMMITTEES:

• Value Creation

H. James Dallas
Former Senior Vice President, Quality and Operations, Medtronic Public
Limited Company

EXPERIENCE:

• An independent consultant focusing on change management, information technology

strategy, and risk

•

Retired as Senior Vice President of Quality and Operations at Medtronic Inc., a global
medical technology company, in 2013

Joined Medtronic Inc. in 2006 and had previously served as Senior Vice President and
Chief Information Officer where his responsibilities included executing cross-business
initiatives to maximize the company’s global operating leverage

Also served as a member of Medtronic Inc.’s executive management team

Worked with Georgia-Pacific Corporation, a maker of tissue, pulp, paper, packaging,
building products and related chemicals, from 1984 to 2006

Held various roles of increasing responsibility while at Georgia-Pacific, ending his
career at the company as its Vice President and Chief Information Officer from 2002
to 2006

Received a Bachelor of Science from the University of South Carolina - Aiken and a
Master of Business Administration from Emory University

Served as Chairman of the Board since April 2022 and has informed the Board that he
plans to step down as Chairman prior to the 2023 Annual Meeting of Stockholders

REASONS FOR NOMINATION:

Mr. Dallas brings an in-depth knowledge of enterprise change management, operational
risk management, information technology, information technology security, and data
privacy gained from serving as the chief information officer of public companies. Mr.
Dallas also brings the provider perspective to the Board from his service as a director of
Grady Memorial Hospital.

CURRENT DIRECTORSHIPS:

• KeyCorp

•

Grady Memorial Hospital Corporation

PRIOR DIRECTORSHIPS:

• WellCare Health Plans, Inc.

•

Strategic Education, Inc.

Capella Education Company

QUALIFICATIONS AND EXPERIENCE:

Leadership

Healthcare and
Insurance

ESG and Community
Involvement

Technology

Public Company
Board and
Governance

Centene Corporation

AGE: 53

DIRECTOR SINCE:
January 2022

RACE/ETHNICITY
AND GENDER:
White Male

COMMITTEES:

• Audit and Compliance

•

Governance

Wayne S. DeVeydt
Managing Director, Bain Capital; Executive Chairman, Surgery Partners, Inc.

EXPERIENCE:

• Managing Director at Bain Capital since March 2022

•

Executive Chairman of the Board of Directors of Surgery Partners, Inc. since January of
2020

Chief Executive Officer and Director of Surgery Partners, Inc. from January 2018 until
January 2020

Senior Advisor to the Global Healthcare division of Bain Capital Private Equity, LP from
January 2017 until January 2018

Executive Vice President and Chief Financial Officer of Anthem, Inc. for nearly a decade

During his tenure at Anthem, he also held numerous other leadership roles, including
Chief Strategy Officer, Chief Accounting Officer, and Chief of Staff to the Chairman and
Chief Executive Officer

Previously a partner with PricewaterhouseCoopers, where he served the managed care
and healthcare sector

Receive a Bachelor of Science in Accounting from the University of Missouri

REASONS FOR NOMINATION:

Mr. DeVeydt’s positions as chief executive officer and chief financial officer at public
companies in regulated industries and as a partner at PricewaterhouseCoopers LLP
provide him with strong financial acumen along with a deep understanding of regulated
industry operations and extensive leadership skills, particularly in the areas of accounting
and finance. His 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 make him an asset to the Board.

CURRENT DIRECTORSHIPS:

• Surgery Partners, Inc.

•

Zelis Healthcare

PRIOR DIRECTORSHIPS:

• NiSource, Inc.

•

Grupo Notre Dame Intermedica

Myovant Sciences Ltd.

QUALIFICATIONS AND EXPERIENCE:

Leadership

Finance and
Accounting

Healthcare and
Insurance

ESG and Community
Involvement

Public Company
Board and
Governance

Proposal 1 – Election of Directors

AGE: 64

DIRECTOR SINCE:
April 2006

RACE/ETHNICITY
AND GENDER:
White Male

COMMITTEES:

• Governance

•

Value Creation

Frederick H. Eppinger
Director, President and Chief Executive Officer of Stewart Information Services
Company

EXPERIENCE:

• Chief Executive Officer since 2019 and a Director since 2016 of Stewart Information

Services Company

•

Director, President and Chief Executive Officer of The Hanover Insurance Group, Inc.
(insurance and financial services industries) from 2003 to 2016

Senior Partner at McKinsey & Co. from 1985 to 2000

Served as a director of QBE Insurance Group Limited

Received a Bachelor of Arts from the College of the Holy Cross and a Master of
Business Administration from the Tuck School of Business Administration at
Dartmouth College

REASONS FOR NOMINATION:

Mr. Eppinger has more than 30 years of experience in the insurance industry. As Chief
Executive Officer of Hanover Insurance, Mr. Eppinger led the company’s growth from its
regional status to a global property/casualty carrier. Mr. Eppinger’s range of experience
includes, in particular, experience as a chief executive officer, community involvement, as
well as organizational development and insurance industry expertise.

CURRENT DIRECTORSHIPS:

• Stewart Information Services Company

QUALIFICATIONS AND EXPERIENCE:

Leadership

Finance and
Accounting

Healthcare and
Insurance

ESG and Community
Involvement

Public Company
Board and
Governance

Centene Corporation

Monte E. Ford
Principal Partner, Chief Information Officer Strategy Exchange

EXPERIENCE:

• Principal Partner for Chief Information Officer Strategy Exchange, which is a leading
cross-industry consortium of Chief Information Officers from many of the world’s
largest companies, since 2015

•

Chief Executive Officer of Aptean, Inc., a software solutions provider, from 2012 to
2013

Chief Information Officer of American Airlines, Inc. from 2000 to 2012

Served as the Chief Information Officer for Associates First Capital, a financial services
company

Received a Bachelor of Science from Northeastern University

REASONS FOR NOMINATION:

Mr. Ford’s positions as chief executive officer and chief information officer at public
companies in regulated industries provide him with a deep understanding of regulated
industry operations and extensive leadership skills, particularly in various areas of
technology. His significant experience in leadership, corporate governance, technology,
risk management and strategic planning, consumer and retail industries make him an
asset to the Board.

AGE: 63

DIRECTOR SINCE:
November 2022

RACE/ETHNICITY
AND GENDER:
African-American Male

COMMITTEES:

• Compensation and

Talent

•

Value Creation

CURRENT DIRECTORSHIPS:

• JetBlue Airways Corporation

•

Iron Mountain Inc.

Akamai Technologies, Inc.

PRIOR DIRECTORSHIPS:

• Health Care Service Corporation (HCSC)

•

MoneyGram International, Inc.

QUALIFICATIONS AND EXPERIENCE:

Leadership

Healthcare and
Insurance

ESG and Community
Involvement

Technology

Public Company
Board and
Governance

Proposal 1 – Election of Directors

AGE: 42

DIRECTOR SINCE:
September 2021

RACE/ETHNICITY
AND GENDER:
White Female

COMMITTEES:

• Value Creation

Sarah M. London
Chief Executive Officer of Centene Corporation

EXPERIENCE:

• Joined the Company in September 2020

•

Chief Executive Officer of the Company since March 2022

Prior to being appointed CEO in March 2022, served as the Company's Vice Chairman
since September 2021

Served as the Company’s President, Health Care Enterprises and Executive Vice
President, Advanced Technology from March 2021 to September 2021

Served as the Company’s Senior Vice President, Technology and Modernization from
September 2020 to March 2021

Served as both Senior Principal and Partner for Optum Ventures from May 2018 to
March 2020 and Chief Product Officer of Optum from March 2016 to May 2018

Vice President, Client Management and Operations for Humedica from March 2014 to
March 2016

Received a Bachelor of Arts from Harvard College and a Master of Business
Administration from the University of Chicago Booth School of Business

REASONS FOR NOMINATION:

As Centene’s Chief Executive Officer, Ms. London is focused on delivering long-term value
creation for our stockholders by executing on a disciplined strategy of cost savings, gross
margin expansion and member experience improvement. The Board benefits from her
management perspective in evaluating strategic decisions facing the Company.

QUALIFICATIONS AND EXPERIENCE:

Leadership

Finance and
Accounting

Healthcare and
Insurance

ESG and Community
Involvement

Technology

Public Company
Board and
Governance

Centene Corporation

AGE: 64

DIRECTOR SINCE:
October 2019

RACE/ETHNICITY
AND GENDER:
White Female

COMMITTEES:

• Compensation and Talent

•

Governance

Lori J. Robinson
Retired United States Air Force General

EXPERIENCE:

• Served in the Air Force until her retirement in July 2018 following a 36-year military

career, including Commander of North American Aerospace Defense Command and
U.S. Northern Command from 2016 to 2018

•

Commander, Pacific Air Forces and Air Component Commander for U.S. Pacific
Command, from 2014 to 2016, and as Vice Commander, Air Combat Command, from
2013 to 2014

Her international experience includes supporting the U.S. Indo-Pacific Command’s
objectives and defending and promoting U.S. interests in the Pacific and Asia

A Four Star General and was the first female Combatant Commander for the
United States

Named to Time magazine’s list of 100 most influential people in 2016

Received a Bachelor of Arts from the University of New Hampshire, Master of Arts in
Education Leadership and Management from Troy State University and a Master in
National Security and Strategic Studies from Naval War College

REASONS FOR NOMINATION:

General Robinson brings significant leadership, strategy oversight and execution, crisis
management and international experience and expertise, having served as the former
Commander, U.S. Northern Command and North American Aerospace Defense
Command, Department of the Air Force (Ret.).

CURRENT DIRECTORSHIPS:

• Korn Ferry

•

NACCO Industries, Inc.

QUALIFICATIONS AND EXPERIENCE:

Leadership

ESG and Community
Involvement

Public Company
Board and
Governance

Proposal 1 – Election of Directors

Theodore R. Samuels
Former President, Capital Guardian Trust Company

EXPERIENCE:

• Has over 35 years of experience in the financial industry and brings to our Board

extensive business and operational expertise, particularly with respect to economics,
capital markets and investment decision making

•

Former President of Capital Guardian Trust Company and a former global equity
portfolio manager at Capital Group, one of the most prominent investment
management organizations in the world

While at Capital Group he served on numerous management and investment
committees, with an eye towards long-term shareholder value creation

Received a Bachelor of Arts from Harvard College and a Master of Business
Administration from Harvard Business School

REASONS FOR NOMINATION:

AGE: 68

DIRECTOR SINCE:
January 2022

RACE/ETHNICITY
AND GENDER:
White Male

COMMITTEES:

• Compensation and Talent

•

Value Creation

Mr. Samuels’ range of experience includes, in particular, public company governance,
community involvement, investment management, value creation, and capital markets.
His institutional investment experience and understanding of stockholder value creation
make him an asset to the Board.

CURRENT DIRECTORSHIPS:

• Bristol Myers Squibb

• Perrigo Company, plc.

PRIOR DIRECTORSHIPS:

• Stamps.com

QUALIFICATIONS AND EXPERIENCE:

Leadership

Finance and
Accounting

Healthcare and
Insurance

ESG and Community
Involvement

Public Company
Board and
Governance

Centene Corporation

Independence of Directors

In accordance with the NYSE’s listing requirements, the Board has evaluated, for each of the director nominees, his or her
independence from the Company and its management. In its evaluation, the Board reviewed whether any transactions or
relationships exist currently, or existed during the past three years, between each nominee and the Company or its
subsidiaries, affiliates or independent auditors. The Board also examined whether there were any transactions or
relationships between each nominee and members of the senior management of the Company or their affiliates.

Based on this review and the NYSE’s definition of “independence,” the Board has affirmatively determined that all director
nominees are independent as defined under the rules of the NYSE, except for Ms. London and Mr. Burdick due to their
current or recent employment by the Company, as applicable. In addition, as disclosed under "Related Party Transactions",
Mr. Burdick is the Chairman and CEO of LifeStance Health Group, Inc., to which the Company has made payments. The
independent directors currently are Mr. Ayala, Ms. Blume, Mr. Coughlin, Mr. Dallas, Mr. DeVeydt, Mr. Eppinger, Mr. Ford, Mr.
Gephardt, General Robinson, Mr. Samuels and Mr. Trubeck. The Board has also determined that each of the members of our
Compensation and Talent Committee meet the enhanced independence requirements under the rules of the NYSE. The
Board has also determined that each of the members of our Audit and Compliance Committee is “independent” for
purposes of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the NYSE’s listing requirements, and
that each member is an “audit committee financial expert” as that term is defined by SEC regulations. The Board previously
determined that Robert K. Ditmore, Leslie Norwalk, John R. Roberts, and Tommy G. Thompson, each of whom served on our
Board during 2022, satisfied the independence requirements of the NYSE listing standards.

In the course of the Board’s determination regarding the independence of each director nominee, it considered that
Mr. DeVeydt is the executive chairman of Surgery Partners, Inc., with which the Company conducts business. The Board
determined that the Company’s relationship with Surgery Partners, Inc. did not impact Mr. DeVeydt’s independence,
including because the amounts paid by the Company to Surgery Partners, Inc. were below the thresholds of the NYSE listing
standards. Accordingly, no director or director nominee, excluding Ms. London and Mr. Burdick, has a direct or indirect
material relationship with us except for their role as a director or stockholder.

Director Nomination Process

In making its annual director nominations determination, the Board’s objective is to recommend a group of directors that
can best ensure the continuing success of our business and represent stockholder interests through the exercise of sound
judgment using its diversity of experience and perspectives.

The Governance Committee recommends to the Board director candidates for nomination and election during the annual
stockholders meeting or for appointment to fill vacancies. The Governance Committee works with our Board to determine
the characteristics, skills, and experience for the Board as a whole and its individual members with the objective of having a
board with diverse backgrounds, skills, and experience. The Board has adopted the "Rooney Rule," in which it will include
diverse candidates in the interviewing process for a director role.

The Board does not believe that directors should expect to be re-nominated annually. In determining whether to recommend
a director for re-election, the Governance Committee considers the director’s tenure, participation in and contributions to the
activities of the Board, the results of the most recent Board evaluation, meeting attendance and how the director’s
experience, qualifications and skills complement the experience, qualifications and skills of the Board as a whole.

When the Governance Committee recruits new director candidates, that process typically involves either a search firm or a
member of the Governance Committee or Board contacting a prospect to assess interest and availability. A candidate will
then meet with members of the Board and our Chief Executive Officer. At the same time, the Governance Committee and
the search firm will contact references for the candidate. A background check is completed before a final candidate
recommendation is made to the Board. Mr. Ford was initially identified by the search firm and his candidacy was
recommended by the Governance Committee.

Proposal 1 – Election of Directors

Stockholder Nominations of Director Candidates

Stockholders may recommend individuals to the Governance Committee for consideration as potential director candidates
by submitting their names, together with appropriate biographical information and background materials to Governance
Committee, c/o Corporate Secretary, Centene Corporation, 7700 Forsyth Boulevard, St. Louis, Missouri 63105. Assuming
that appropriate biographical and background material has been provided on a timely basis in accordance with the
procedures set forth in our By-laws, the Governance Committee will evaluate stockholder-recommended candidates by
following substantially the same process and applying substantially the same criteria as it follows for candidates submitted
by others.

Centene Corporation

Corporate Governance

Corporate Governance Principles

The Governance Committee developed and recommended to the Board a set of corporate governance guidelines, which the
Board adopted. Our Corporate Governance Guidelines may be found on our website at www.centene.com. These guidelines
include: a limitation on the number of boards on which a director may serve, qualifications for directors (including a
requirement that directors be prepared to resign from the Board in the event of any significant change in their personal
circumstances that could affect the discharge of their responsibilities), director orientation and continuing education, and a
requirement that the Board and each of its Committees perform an annual self-evaluation.

Our Governance Practices

We strive to implement best practices in stockholder rights and strong corporate governance policies that promote the
long-term interests of stockholders, strengthen Board and management accountability, and build on our environmental,
social and governance leadership. We have enhanced our corporate governance framework over time based on input from
our Board, stockholders and other governance experts. Our governance practices include:

Stockholder Rights

Annual Election of Directors. We have an unclassified Board. All directors are elected annually for one-year terms

Majority Voting Uncontested Director Elections. Any director nominee must resign if they do not receive an
affirmative vote of a majority of votes cast in an uncontested election. The Board will then determine whether to
accept the resignation and disclose any decision not to accept the resignation

Removal Rights. Stockholders can remove directors with or without cause

Proxy Access. Up to 20 stockholders owning at least 3% of shares continuously for three years may nominate up to
the greater of two individuals or 20% of our Board

Special Meeting Rights. Stockholders owning at least 10% of our outstanding shares have the right to call a special
meeting of the stockholders

Action by Written Consent Rights. Stockholders have the right to act by written consent

No Stockholder Rights Plan. We do not have a stockholder rights plan, commonly referred to as a “poison pill“

No Supermajority Vote Provisions. We do not have any supermajority vote provisions in our Articles of Incorporation
or By-laws

No Cumulative Voting. We have a single class of shares with equal voting rights

Corporate Governance

In response to stockholder feedback, we made a number of changes to our Corporate Governance practices during 2022 as
set forth below.

Category

What We Heard

What We Changed

Board
Refreshment

Long-tenured Lead Independent
Director

Appointed James Dallas as new Lead Independent
Director in January 2022

Separate CEO and Chairman roles

Separated CEO and Chairman roles in April 2022

Refresh Board

Appointed Kenneth Burdick, Christopher Coughlin,
Wayne DeVeydt and Theodore Samuels in January 2022

Appointed Monte Ford in November 2022

Average age of Board members reduced to 62

Average tenure of Board members reduced to 3.6 years

Adopt retirement policy

Adopted mandatory retirement policy at age 75

Enhance
Stockholder
Rights

Declassify Board of Directors

Stockholder special meeting rights

Modernize
Board
Committees

Stockholder written consent rights

Improve stockholder proxy access
rights

Rotate membership of committees

Refresh chairs of committees

Reduce the number of committees

Clarify roles of committees

Committee membership refreshed in January 2022 and
in August 2022

All committees have refreshed their chairs since
November 2021

Number of committees reduced from 7 to 4 in August
2022

Committee charters revised with responsibilities
realigned in August 2022

Centene Corporation

Board Practices

Commitment to Board Refreshment. 80% of our directors have joined the Board in the last 3.5 years and have
expanded the Board’s scope of experience

Independent Board: 80% of the Director Nominees are independent

Separate Chair of the Board and Chief Executive Officer. The Board has chosen to separate the roles of Chief
Executive Officer and Chairman of the Board

Independent Board Leadership. Our Chairman of the Board is a non-executive, independent director.

Independent Board Committees. Each of the Audit and Compliance Committee, Compensation and Talent
Committee, and Governance Committee is comprised entirely of independent directors

“Rooney Rule” for Board Recruitment. The Board requires that women and minorities be included in the initial pool of
candidates when selecting new director nominees

Committee Charters. Each standing committee operates under a written charter that has been approved by the
Board and is reviewed annually

Executive Sessions. Independent directors meet regularly without management and non-management directors

Mandatory Retirement Age. Mandatory retirement age of 75 provides regular opportunities for Board refreshment

Limits on Public Company Directorships. To ensure directors are able to devote sufficient time and attention to their
responsibilities as board members, directors may not serve on more than three boards of other public companies

Continuing Education for Directors. The Board is regularly updated on the Company’s businesses, strategies,
customers, operations and employee matters, as well as external trends and issues that affect the Company.
Directors also are encouraged to attend continuing education courses relevant to their service on our Board

Board and Committee Self-Evaluation Process. Our Board and committees conduct annual performance
self-evaluations led by the chair of the Governance Committee, including one-on-one interviews

Political Contributions Disclosures. We publicly disclose our political contributions and public advocacy efforts and
the contributions of our federal and state political action committees

Strong Codes of Ethics. Centene is committed to operating its business with the highest level of integrity and has
adopted codes of ethics that apply to all directors and senior financial personnel, and a code of conduct that applies
to all employees

The Board continuously reviews our governance practices, assesses the regulatory and legislative environment, and adopts
the governance practices that best serve the interests of our stockholders.

Changes to Certificate of Incorporation and By-laws

During the past few years, we have taken steps to enhance strong governance practices. At our Special Stockholder Meeting
on September 27, 2022, our stockholders approved amendments to our Certificate of Incorporation to (i) immediately
declassify the Board so that the terms of the Company’s directors end at the 2023 Annual Meeting of Stockholders and all
director nominees will stand for election annually, (ii) remove the prohibition on stockholders calling special meetings and
(iii) permit stockholders to act by written consent, subject to certain terms and conditions.

We also amended our By-laws to permit stockholders holding 10% of our outstanding shares to call a special meeting. In
addition, we also amended our By-laws to shorten the “proxy access” ownership requirement to three years and shorten the
advance notice window to 90 – 120 days, each to align with market standards.

Corporate Governance

We believe these changes will enhance our corporate governance practices that promote long-term interests of our
stockholders and strengthen Board and management accountability.

Proxy Access

Proxy access allows stockholders who meet minimum stock ownership and holding period requirements, and who comply
with specified procedural and disclosure requirements, the opportunity to include their director nominees in the Company’s
proxy materials. We believe proxy access gives our long-term stockholders a valuable right and enables them to have an
important voice in director elections. The following is a summary outlining key details of requirements related to our proxy
access By-law:

Ownership Threshold

at least 3% of the Company’s outstanding common stock

Group Ownership

Ownership Period

Number of Nominees

a group of 20 or less holders

at least 3 years of continuous ownership

the greater of two individuals or 20% of the Board (not to exceed one-half of the number of
directors up for election at the annual meeting)

Board and Committee Structure

Board Leadership Structure

The Board determines the most suitable leadership structure from time to time. At present, the Board has chosen to
separate the roles of Chief Executive Officer and Chairman of the Board. Sarah London is our Chief Executive Officer and H.
James Dallas is our independent, non-executive Chairman of the Board. We believe this structure is optimal for Centene at
this time because it allows Ms. London to focus on leading the organization while our Chairman focuses on leading the
Board.

Structure of Board of Directors

Our Amended and Restated By-laws provide that our Board of Directors shall consist of five to fourteen directors, with the
exact number of directors on the Board being fixed from time to time by resolution adopted by the affirmative vote of a
majority of the total number of directors then in office. Currently, the Board is fixed at thirteen directors, with the Board size
reduced to ten effective as of the 2023 Annual Meeting, with eight of the ten directors considered independent. H. James
Dallas serves as non-executive independent Chairman of the Board. All ten members of the Board are standing for re-
election to hold office until the 2024 Annual Meeting of Stockholders.

Centene Corporation

Board Committees and Functions

In response to stockholder feedback, we modernized our Board Committee structure and refreshed our Committee
membership as described below.

Category

What We Heard

What We Changed

Modernize
Board
Committees

Rotate membership of committees

Refresh chairs of committees

Reduce the number of committees

Clarify roles of committees

Committee membership refreshed in January 2022 and
in August 2022

All committees have refreshed their chairs since
November 2021

Number of committees reduced from 7 to 4 in August
2022

Committee charters revised with responsibilities
realigned in August 2022

In August 2022, the Board evaluated its committee structure, including the number of committees, the functions of the
committees and the composition of the committee membership, and determined to update its committee structure to
better align with our business and operations and the mix of experience, qualifications and skills our directors bring to the
Board. As a result of the review, the Board eliminated its Compliance Committee, Environmental and Social Responsibility
(ESR) Committee, Government and Regulatory Affairs Committee and Technology Committee. The Board created a new
Value Creation Committee, and reallocated oversight responsibilities of the eliminated committees to the remaining
standing committees. Following the committee restructuring, the Board now has the following four standing committees:

• Audit and Compliance Committee, with jurisdiction over financial statements and disclosures; controls and procedures
(including information technology and cybersecurity controls and procedures); the independent auditor; oversight of risk
management; reviews capital structure; compliance (specifically, the jurisdiction of the prior Compliance Committee); and
those aspects of ESG that relate to financial reporting;

•

Compensation and Talent Committee, with jurisdiction over executive compensation;

Governance Committee, with jurisdiction over director evaluation process; the Board and committee composition;
succession planning; general environmental, social and governance matters (specifically, the jurisdiction of the prior ESR
Committee, except for ESG issues related to financial reporting which are overseen by the Audit and Compliance
Committee); government relations (specifically the jurisdiction of the prior Government and Regulatory Affairs
Committee); and bi-annual review of the political activity report; and

Value Creation Committee, with jurisdiction over value creation, technology (including cybersecurity strategy),
digitalization, and quality and member experience (including Star ratings strategy).

Our prior committees, the Compliance Committee, the Environmental and Social Responsibility Committee, the Government
and Regulatory Affairs Committee and the Technology Committee each met twice prior to their dissolution on August 24,
2022.

Corporate Governance

The table below shows membership as of March 24, 2023 in our standing committees and the number of meetings of each
committee held in 2022.

Audit and Compliance
Committee

Compensation and
Talent Committee

Governance
Committee

Value Creation
Committee

Current Directors

Orlando Ayala

Jessica L. Blume

Kenneth A. Burdick

Christopher J. Coughlin

H. James Dallas

Wayne S. DeVeydt

Frederick H. Eppinger

Monte E. Ford

Richard A. Gephardt

Sarah M. London

Lori J. Robinson

Theodore R. Samuels

William L. Trubeck

Number of Meetings
Held in 2022

Chair

Member

Centene Corporation

Audit and
Compliance Committee

MEMBERS:

• William Trubeck, Chair

•

Orlando Ayala

Jessica Blume

Christopher Coughlin

Wayne DeVeydt

MEETINGS IN 2022: 11

MEMBER QUALIFICATIONS:

• Each member of the Audit and

Compliance Committee is independent, in
accordance with the NYSE standards, SEC
rules and the Company’s Corporate
Governance Principles

Each member of the Audit and Compliance
Committee meets the financial literacy
requirements of the NYSE Listed
Company rules

In addition, our Board has determined that
each of Messrs. Coughlin, DeVeydt, Trubeck
and Ms. Blume qualifies as an “audit
committee financial expert” within the
meaning of SEC regulations

•

REPORT:

The Audit and Compliance Committee Report
is on page 121

RESPONSIBILITIES:

•

Appoints, evaluates, oversees the work and compensation of,
and removal of, the Independent Auditors; reviews and
approves in advance the terms of the engagement of the
Independent Auditors and all audit and permissible non-audit
services to be provided by the Independent Auditors.

Oversees the Internal Audit function and reviews with Internal
Audit the risk assessment process, results and resulting annual
audit plan for the upcoming year and the results of internal
audit activities.

Oversees policies with respect to risk assessment and risk
management, oversees the Company’s financial risks and
discusses with management the Company’s enterprise risk
management program.

Reviews with the Independent Auditors and management both
management’s assessment and the Independent Auditors’
annual report on the effectiveness of the Company’s internal
controls and reviews with management the adequacy and
effectiveness of the Company’s internal controls, financial
controls, and disclosure controls and procedures, including with
regard to ESG.

Reviews with management and, if appropriate, the Independent
Auditors, the Company’s annual and quarterly financial
statements, earnings press releases and significant accounting
policies regarding financial information and earnings guidance
provided to analysts and rating agencies.

Reviews litigation and other legal or regulatory matters that may
have a material impact on the Company’s financial statements.

Reviews the Company’s information technology security
program and reviews and discusses the controls around
cybersecurity, including the Company’s business continuity and
disaster recovery plans.

Establishes, oversees and reviews procedures related to (i) the
receipt, retention, and treatment of complaints regarding
accounting, internal accounting controls, auditing matters, or
federal securities laws reporting and disclosure matters; and (ii)
the confidential, anonymous submission of concerns regarding
questionable accounting or auditing matters by employees.

Reviews capital structure, insurance programs, tax policies, and
mergers and acquisitions.

Oversees the Ethics and Compliance Program, and matters
related to the Company's compliance with laws and regulations.

Corporate Governance

Compensation and
Talent Committee

MEMBERS:

• Christopher Coughlin, Chair

•

Monte Ford

Richard Gephardt

Lori Robinson

Theodore Samuels

William Trubeck

MEETINGS IN 2022: 11

MEMBER QUALIFICATIONS:

Each member of the Compensation and Talent
Committee is independent, in accordance with
the NYSE standards and the Company’s
Corporate Governance Principles

REPORT:

The Compensation and Talent Committee
Report is on page 99

RESPONSIBILITIES:

•

Annually reviews and approves corporate goals and objectives
relevant to our CEO’s compensation.

Reviews and makes recommendations to the Board with
respect to our CEO’s compensation.

Reviews and approves the compensation of our other executive
officers.

Oversees an evaluation of our senior executives.

Oversees and administers our equity incentive plans.

Reviews and discusses with management the compensation,
discussion and analysis section of the proxy statement.

Assists in the oversight of risks associated with our
compensation plans and policies.

Reviews and makes recommendations to the Board with
respect to director compensation.

Reviews the results of any advisory stockholder vote on
executive compensation and considers whether to make or
recommend adjustments to the Company’s executive
compensation as a result of such vote.

Retains and terminates any compensation consultant to be
used to assist the Compensation and Talent Committee in the
evaluation of executive compensation.

Reviews human capital management strategies, including
initiatives for talent diversity, equity and inclusion, equal
employment, pay equity and corporate culture.

Centene Corporation

Governance Committee

RESPONSIBILITIES:

MEMBERS:

• Jessica Blume, Chair

•

Wayne DeVeydt

Frederick Eppinger

Lori Robinson

MEETINGS IN 2022: 23

MEMBER QUALIFICATIONS:

• Each member of the Governance

Committee is independent, in accordance
with the NYSE standards and the
Company’s Corporate
Governance Principles

•

Oversees the Board and each committee’s composition
(including member qualifications), structure, size and
succession planning.

Monitors corporate governance developments and
recommends changes to our Certificate of Incorporation, By-
laws and Corporate Governance Guidelines to the Board.

Reviews the Company's Environmental, Social, Health, and
Governance Report.

Oversee key public policy issues relating to environmental and
social responsibility, social determinants of health and
healthcare reform.

Oversees the evaluation of the Board, its committees and
each director.

Reviews any related party transactions.

Oversees policies by which interested parties, including
stockholders, may make significant concerns known to
the Board.

Oversees policies and practices regarding political and
charitable activities, including any contributions therewith.

Oversees Board and management succession planning.

Oversees risks related to corporate governance and
environmental and social issues and political and regulatory
changes.

Corporate Governance

Value Creation
Committee

MEMBERS:

• Kenneth Burdick, Chair

•

James Dallas

Frederick Eppinger

Monte Ford

Sarah London

Theodore Samuels

MEETINGS IN 2022: 2

RESPONSIBILITIES:

•

Oversees the Company's long-term value creation, growth and
strategic initiatives and plans.

Periodically reviews the status of the existing enterprise-level IT
programs and associated budget and expenditures for the
Company and its business segments, makes recommendations
to the Board with respect to enterprise-level IT and
cybersecurity related projects and investments that require
Board approval, and oversees the Company's management of
risks associated with the Company’s systems and technology,
including risks related to cybersecurity and privacy, and the
Company’s third-party/vendor data security strategy.

Oversees and provides guidance to management and the Board
with respect to the Company’s information technology,
digitization, artificial intelligence and cybersecurity programs,
strategy and initiatives.

Oversees quality and member experience initiatives and plans
including Star ratings strategy.

Centene Corporation

Director Engagement

Board Meetings and Attendance

Board

Audit and Compliance Committee

Compensation and Talent Committee

Governance Committee

Value Creation Committee

2022 Meetings

11
23

79
Board and
Committee
Meetings held
in 20221

Total Board and Committee meetings held in 2022 include meetings for committees that were dissolved on August 24, 2022. The
Compliance Committee, the Environmental and Social Responsibility Committee, the Government and Regulatory Affairs Committee
and the Technology committee each met twice in 2022.

During 2022, each of our directors attended at least 80% of the aggregate number of meetings of the Board and all
committees held during the period in which the director served. Average meeting attendance by all current directors serving
during 2022 was 93%. As stated in our Corporate Governance Guidelines, we believe it is important for the members of our
Board to attend the annual meeting of stockholders. All directors who were members of the Board at the time of the 2022
annual meeting of stockholders attended the meeting. During each regularly scheduled Board and Committee meeting, and
as appropriate during special meetings, the directors meet privately in executive session. During each regularly scheduled
Board meeting, the non-management directors meet privately in executive session as well.

Director Education and Orientation Program

The Company provides an orientation and continuing education process for Board members to enable them to stay current
on developments related to their Board and committee service. Educational opportunities may include seminars,
presentations, relevant materials, meetings with key management, and/ or visits to Company facilities. The Governance
Committee is responsible for reviewing the Company’s programs relating to director orientation and continuing education
from time to time.

New Director
Orientation

Continuing
Education

Shortly after joining the Board, the Company provides an in-person, high-touch, customizable
orientation and onboarding experience. At the end of their orientation, new directors should: know
key information about Centene’s business, vision, strategy, leaders, and organization; feel excited
about joining the Board, welcomed and supported as a new director, and well-informed about their
responsibilities and duties as directors and on any committees in which they serve; and have
access to resources, information, and contacts that will enable them to be effective in their role.

We joined the National Association of Corporate Directors and encourage our Board members to
take advantage of its numerous educational resources and programs. The Company provides
quarterly updates on continuing education opportunities and, pursuant to our director education
policy, will reimburse Board members for the cost of any programs Board members attend as well
as costs related to membership in relevant associations.

Beyond the
Boardroom

Throughout their service, our directors have discussions with each other and senior leadership of
the Company outside of regularly scheduled Board and committee meetings in order to share ideas
and perspectives, build relationships, and gain a deeper understanding of the Company’s business.

Corporate Governance

Annual Board and Committee Self-Evaluations

Our Corporate Governance Guidelines and each of our committee charters require the Board and each committee to
conduct an annual self-evaluation to determine whether the Board and its committees are functioning effectively.

The following are some of the enhancements made to the self-evaluation process in 2022:

• Evaluation Survey: The Governance Committee reviews and approves evaluation survey forms for each committee and

the Board. These surveys are completed by each Board and committee member.

• The evaluations ask for feedback on the leadership of the Board and committee, the content of the meetings, the
role and structure of the committees, interaction with management, and each individual's performance. The
evaluations also survey the Board members on the topics they deemed most important to discuss.

• One-on-one Director Discussions: The Chair of the Governance Committee conducts individual meetings with each

director to obtain candid feedback.

•

Executive Session: Each committee and the Board discusses the results of the evaluations during executive session
following the end of the fiscal year. The Chair of the Governance Committee shares the feedback with the Board to focus
on areas in which the Board believes that it could improve.

Implementation: Areas for improvement are communicated to the Board, management and the committees and action
plans are developed and implemented.

Board Oversight of Risk Management

Strategic Oversight

Our Board oversees and provides advice and guidance to senior management on the formulation and implementation of the
Company's strategic plans, including the development of growth strategies by our senior management team.

• This occurs year-round through presentations and discussions covering the competitive landscape, strategy, business

planning and growth initiatives, both during and outside Board and committee meetings.

The Board annually holds a Board retreat focused on the Company's long-term strategy.

Our Board’s focus on overseeing risk management enhances our directors’ ability to provide insight and feedback to
senior management on its development and implementation of the Company's long-term strategic plan.

Our Chairman helps facilitate our Board’s oversight of strategy, including through discussions with independent directors
during executive sessions, as needed.

•

Throughout 2022, our Board engaged on an ongoing basis with our CEO and CFO, as well as other key members of senior
management to develop a growth-focused long-term strategy. The Company announced our long-term financial targets at
our Investor Day in December 2022.

• This took various forms, ranging from high-level discussions regarding strategic direction, reviews of existing and new

business initiatives and progress on the execution of our value creation strategy as well as organic and inorganic growth
opportunities.

•

The Board provided oversight on the execution of several key milestones in our Value Creation Plan including (1) a
reduction of our real estate footprint following a strategic review of our real estate portfolio, representing an approximate
70% decrease in domestic leased space, which is expected to result in annual expense savings of more than $200 million,
(2) signing a multi-year contract with Express Scripts, Inc. to provide our pharmacy benefit services commencing in 2024,
and expected to drive significant value in 2024 and beyond, (3) completing the divestitures of PANTHERx Rare
(PANTHERx), our Spanish and Central European businesses, and Magellan Rx, (4) completing $3.0 billion of common
stock repurchases, $318 million of senior note repurchases, repaying our $180 million construction loan, and repaying
over $100 million in revolver and term loan borrowings.

•

Discussions are focused on the quality and diversity of our people as well as alignment with our goal of long-term value
creation for our stockholders and underscored by considerations such as risk management, culture and reputation.

Centene Corporation

Our Board will continue to receive regular updates from, and provide advice to, management as they execute on the
Company's strategy.

Risk Oversight

The Board has overall responsibility for the oversight of enterprise-wide risk management at Centene, while management is
responsible for day-to-day risk management. The Board implements its risk oversight function both as a whole and through
its committees. Each Board committee oversees risks associated with its respective principal areas of focus and then
reports to the Board. These areas of focus include competitive, economic, operational, financial (including accounting,
credit, liquidity and tax), legal, regulatory, compliance, political, strategic and reputational risks.

The oversight responsibility of the Board and its committees is assisted by management reporting processes designed to
provide visibility to the Board of the identification, assessment, prioritization and management of critical risks and
management’s risk mitigation strategies. The Company’s process for the evaluation of risk is based on a blend of principles
associated with the Committee of Sponsoring Organizations of the Treadway Commission (COSO) enterprise risk
management framework, Enterprise Risk Management – Integrating with Strategy and Performance and ISO 31000: 2018
Risk Management. The primary goals of the enterprise risk management program are to enhance management’s ability to
identify and assess the Company’s current risk status, gain insights on emerging risks, improve management’s strategic and
operational decision-making ability and provide clear and timely communication of cross-functional risks to management
and the Board. The enterprise risk management process is facilitated by the Company’s Internal Audit department. An
enterprise risk management committee comprised of senior leaders within the Company meets at least four times per year
to discuss the most significant known and emerging risks to the Company identified by the Company’s enterprise risk
management process and the steps management has taken to identify, monitor, assess, and control or avoid such
exposures. The enterprise risk management committee also reviews performance measures against the company's risk
appetite and tolerance and provides recommendation(s) of corrective action, where appropriate. The enterprise risk
management process is an active process and is continually enhanced and updated.

The Company’s Risk department provides an enterprise risk management report to the full Board at least four times per
year. Each Board committee reports to the Board any significant issues relating to their relevant risk areas.

The principal areas of focus for enterprise risk management of the Board and each of its committees are summarized
below. Each committee may meet in executive session with key management personnel and representatives of outside
advisors as the committee members deem appropriate.

Corporate Governance

Primary Areas of Risk Oversight

• Strategic, financial and execution risks and exposures associated with the annual

operating plan and long-term strategic plan

•

Major litigation and regulatory exposures, information security and other current
matters that may present material risk to the Company’s operations, plans, prospects
or reputation; and material acquisitions and divestitures

Full Board

Audit and
Compliance Committee

Compensation and
Talent Committee

Governance
Committee

Value Creation
Committee

•

Risks and exposures
associated with financial
matters and regulatory
requirements, including
financial reporting,
accounting, disclosure and
compliance, internal control
over financial reporting,
financial policies, capital
structure investment
guidelines, liquidity matters
and the Company’s
regulatory compliance
programs

Legal and compliance risks

Risks associated with
information technology,
including cybersecurity,
privacy, disaster recovery
and critical infrastructure
assets

Cybersecurity

•

Risks and exposures
associated with leadership
assessment and executive
and non-executive
compensation programs
and arrangements,
including incentive plans

•

Risks and exposures
associated with quality and
member experience
initiatives

Quality and effectiveness of
the execution of the
Company’s information
technology initiatives and
programs

Risks associated with the
execution of the Company’s
long-term value creation
(including margin
expansion), growth and
strategic initiatives and
plans

•

Risks and exposures relating
to the Company’s programs
and policies relating to
compliance with SEC
governance requirements,
NYSE listing requirements
and similar legal
requirements

Corporate governance and
director independence

Director and chief executive
officer succession planning

Risks associated with
environmental and social
responsibility, social
determinants of health and
healthcare reform related
risks and opportunities

Risks associated with
political and regulatory
changes

The Value Creation Committee is responsible for the quality and effectiveness of the Company's information technology,
including cybersecurity programs, and the Audit and Compliance Committee manages the risks related to cybersecurity.
The Audit and Compliance Committee receives updates on the Company's cybersecurity incident response plan and
disaster recovery.

Succession Planning

As reflected in our Corporate Governance Guidelines, the Board's primary responsibilities include planning for CEO
succession and monitoring and advising on succession planning for other executive officers. The Board's goal is to have a
long-term and continuous program for effective senior leadership development and succession. The Board also has
contingency plans in place for emergencies such as departure, death, or disability of the Chairman of the Board, the CEO or
other executive officers.

Centene Corporation

This involves extensive planning and oversight, including:

• The entire Board works with the Governance Committee to evaluate potential successors to the CEO.

•

The CEO regularly evaluates and recommends potential successors for her role as well as other senior management
roles, and recommends development plans for such individuals to the Governance Committee.

The CEO discusses with the Compensation Committee individuals with high potential for succession as compensation
decisions are being made.

High-potential executives are regularly challenged with additional responsibilities to expose them to our diverse
operations, as we strive to develop well-rounded and experienced senior leaders.

Potential successors attend Board and Committee meetings and interact frequently with the Board in informal settings,
so directors can get to know and evaluate them.

The Governance Committee formally reports to the full Board at least annually on succession planning, and the Board
discusses succession planning regularly at scheduled meetings, including in executive sessions, as appropriate.

Sarah London's appointment as CEO of the Company in March 2022 and James Dallas as Chairman of the Board in April
2022, was the culmination of a nine-month long succession planning process. In July 2021, our longstanding CEO, Michael
Neidorff informally communicated to the Board that he may decide for personal reasons to step down before the end of his
contract, after which the Board and Mr. Neidorff established a succession planning initiative to ensure a full continuity plan.
Sarah London was appointed Vice Chairman of the Board in September 2021. James Dallas was appointed as the Lead
Independent Director in January 2022. In February 2022, the Board of Directors approved a request from Michael Neidorff
for a paid medical leave of absence from his roles as Chief Executive Officer, Chairman, and a director of the Company. The
Board also (i) appointed James Dallas as the Acting Chairman of the Board and (ii) appointed an expanded Office of the
Chairman, consisting of Sarah London, Vice Chairman of the Board; Brent Layton, the Company’s President and Chief
Operating Officer; Drew Asher, the Company’s Chief Financial Officer; and Shannon Bagley, the Company’s Chief
Administrative Officer, to oversee the day-to-day management of the Company and discharge the duties of the Chief
Executive Officer on an interim basis. During this time, the Board conducted an internal and external search process to
determine a permanent CEO, which concluded as Sarah London was appointed as CEO in March 2022.

In addition, Ken Fasola was appointed as President in December 2022, and James Murray as Executive Vice President, Chief
Operating Officer, as Brent Layton, the Company's then-President and Chief Operating Officer announced his intention to
retire in late 2023.

Management also focuses on succession planning at all people leader positions throughout the organization. During the
Company's annual performance review process, each leader identifies high performing talent who are potential successors
for their roles, as well as any areas where we might have gaps.

Government Relations and Related Activities

We believe that engagement with governmental officials and agencies plays a key role in influencing sound public
healthcare policy as well as shaping regulations and legislation that govern our business now and into the future. In keeping
with our purpose to transform the health of the community, one person at a time, and in an effort to be transparent about
the principles that govern our participation in the political process, in 2020, we began posting disclosures concerning our
political and lobbying activities on our corporate website. Our Political Activity Reports are available at www.centene.com.
Our Governance committee oversees policies and practices regarding political and charitable activities, including any
contributions therewith.

Corporate Governance

Environmental, Social, Health, and Governance and
Corporate Sustainability

With nearly four decades of experience operating government-sponsored programs, we understand the importance of how
environmental and social factors impact the long-term health and well-being of people. We refer to four pillars within our
sustainability strategy and framework: environmental, social, health, and governance (ESHG). We separately highlight Health
(H) as a pillar because improving the health of our members is our purpose. Our trusted relationships with stakeholders are
built on transparency and aligned incentives to do what is best for our members and their health and deliver better health
outcomes at lower costs. We harness the power of data to help us identify social determinants of health (SDoH) and enable
us to reach out and provide support to our members. We are leading this effort with a health equity lens applied to managed
care; creating a more robust healthcare experience for our members, addressing disparities, and improving trust. Ultimately,
helping our members achieve improved health lowers our costs and theirs, and delivers value to our government partners
and other stakeholders.

Our focus on issues that fall within the Social (S) pillar of ESHG, like employee health and well-being, employee development,
and Diversity, Equity, and Inclusion (DEI), helps us differentiate ourselves in the marketplace and produce a more resilient
and innovative workforce. We cement our social and community impact through partnerships, local investment, and
volunteerism that mutually support our goals and strategy. For example, by focusing giving efforts on social services and
education, and directing care management towards SDoH needs identification, we aim to improve the socioeconomics of
our nation’s most vulnerable children. Our community investments are directed towards enhancing the well-being of our
members and their communities, which is foundational to healthier lives. By leveraging our scale and expertise, while at the
same time using a hyper-local approach to health insurance, we deliver on quality healthcare for our members, and financial
predictability and reduced administrative burden for our government partners.

We address Environmental (E) topics by reducing our operational resource usage and identifying how we can help members
and our communities with climate resiliency. Our success is dependent on a culture of accountability and a commitment to
strong ethics, compliance, and data privacy and security, which are essential to strong corporate governance and the (G)
pillar. The following paragraphs provide a brief overview of the context of ESHG at Centene and highlight examples of how
we deliver value through our mission-driven strategy.

Health

The health pillar is core to our strategic vision and execution. As we get the basics right and honor our
commitments to healthcare quality, we will improve quality care delivery. As we look to lead the conversation
on health equity and drivers of health, we will strengthen the healthcare system and in turn, outcomes for our
members. And as we design solutions for the most complex members, we will deliver measurable value to the
most vulnerable populations. Our efforts are focused on meeting local needs in tailored ways.

Key principles of this work include:

• Highly local system engagement – we partner across community, member, and provider stakeholders to drive system-

level support.

•

Data driven – we use evidence-based approaches and both qualitative and quantitative insights to identify, address, and
improve outcomes.

Population health – we create tailored, whole-health interventions to meet needs unique to each population.

Health equity – we view interventions and outcomes through an equity lens, acknowledging disparities and working
toward equity across factors such as race, geography, and socioeconomic status.

Centene Corporation

Healthcare Affordability

Amid an evolving healthcare landscape, we are committed to supporting policies that promote healthcare access and
reduce the cost of receiving care. Leveraging our many years of experience in government-sponsored healthcare, we can
deliver cost effective services for the benefit of both our members and government partners. We seek to establish and
strengthen durable, trusted partnerships, enabling us to offer a variety of healthcare coverage options to meet the different
needs of our members and those seeking affordable care.

• Optimizing Site of Service: Through managed care of government-sponsored programs, we drive greater affordability for
the health system by helping our members access high-quality care in lower-cost settings. We provide a comprehensive
set of education and outreach programs to inform, assist and incentivize members to access high-quality, appropriate
healthcare services in an efficient manner. For example, our Emergency Department Diversion program is designed to
collaboratively work with hospitals to reduce avoidable emergency department visits through patient education and
alternative urgent care settings. We also make available, as an alternative to high-cost settings, the use of telehealth visits
either through our network of qualified providers or contracted national vendors to provide expanded capacity.

•

Value-Based Care: Value-based models of care are a foundation of the interactions we have with our network providers.
Centene is working with providers across our product offerings to implement value-based programs, enabling providers
to share in a percentage of savings through improving the overall quality of care. Beyond traditional provider incentives,
Centene embeds SDoH and health equity as core components of our value-based approach. We focus on incentivizing
primary care providers to further enhance care for our members by providing information and wrap around support, such
as claims, member experience, and discharge information via detailed reporting packages. The programs empower
physicians to provide the best care to our members. As of December 31, 2022, 45% of our Medicare Advantage members,
41% of our Medicaid members, and 9% of our Marketplace members were served by providers in value-based contracts.

Healthcare Access

From its inception, Centene has understood the importance of SDoH on access to care. Centene sees our members often
disproportionately impacted by SDoH barriers that lead to negative health outcomes. As the largest healthcare insurer of
underserved and underinsured populations in the United States, we leverage our data to better understand our members
and lead through innovation to address health equity and drivers of health. By cultivating multi-year partnerships, locally and
nationally with community, provider, and civic and government organizations, we work to solve cross-sector problems our
members face, sustainably and at scale.

• Virtual Care: Centene recognizes that virtual care can not only improve continuity of care but can enhance and optimize
our members’ physical and behavioral healthcare experience. Through national telehealth partnerships, we aim to deliver
high-quality, patient-centered care in a way that works best for our members–easily accessible and when they need it. In
2022, Centene partnered with various telehealth vendors to provide over 14 million virtual visits to Centene’s members.
We are planning to further expand our virtual care network with a focus on holistic delivery of care, which includes adding
specialty providers such as pediatric therapy, reproductive health, and substance abuse treatment.

•

Centene’s care management teams also utilize virtual tools to enhance the member experience. Digital Care
Management is an interactive platform that offers simple and real-time chat interaction to increase member engagement,
promotes active involvement in the management of a member's own health, and provides an alternative care
management approach for members who prefer digital outreach.

Healthcare Quality and Member Well-Being

The delivery of high-quality health services to at-risk populations serves as a living expression of our purpose – transforming
the health of communities, one person at a time.

While Centene leads in Medicaid and Marketplace, Medicare Advantage (MA), in particular, represents a critical area of the
company’s future growth. Quality is a cornerstone to the success of Centene and a large focus across the organization,
especially relating to our Medicare Stars ratings. Members deserve nothing less than high-quality healthcare.

Corporate Governance

The Medicare Advantage Five-Star Quality Rating System, developed by the Centers for Medicare & Medicaid Services
(CMS), aims to elevate accountability of health plans and serves as a roadmap to shape Centene’s MA program in a way
that makes it easier for clinicians to work with us and assists them in helping our members lead their healthiest lives. In
recent years, CMS has made several significant revisions to the Stars rating process, placing a greater emphasis on
member experience and day-to-day health plan operations. As we enter the next Stars rating cycle, Centene is focused on
improving its Stars ratings, including the measures relating to member experience and day-to-day health plan functions.

Ensuring we continue advancing our mission of achieving better health outcomes for our members has led to recent
investments in key initiatives involving people, processes, technology, and partner management. We have increased staffing
in critical customer-facing areas, improved processes within operational business units to drive more efficiency and
effectiveness, and developed advanced analytics to orchestrate pivotal member engagement, and increase clinical
outcomes and satisfaction in the care being delivered to our members. We are using these tools to better support and
strengthen partnerships with providers to improve access to care and the quality of care members receive.

• 62 Centene legal entities hold one or more National Committee for Quality Assurance accreditations

•

3 Centene specialty companies hold one or more URAC accreditation

Social

Creating positive social impact is the central theme of the topics we focus on within the social pillar. Diversity
is a strategic imperative and is one way in which we embody "One CenTeam". Having both a diverse workforce
and developing diverse, trusted partnerships enable us to better understand the unique needs of the
communities we serve. Other focus areas within the social pillar highlight how we make lasting impacts
through partnerships, investments, and employee volunteerism.

Diversity, Equity & Inclusion

Diversity is a strategic imperative. The framework of Centene’s Diversity, Equity & Inclusion (DEI) strategy guides our efforts
and holds us accountable for measurable progress. Data and analytics are key, and we continuously adapt how we measure
and review our data to find opportunities for improvement. In partnership with our five Employee Inclusion Groups, our
Executive DEI Council, leaders, and employees across Centene, we are committed to advancing the implementation of DEI
principles into all aspects of our business, empowering and aligning our people as one team. The Company is committed to
a workforce that represents diversity, equity, and inclusion as shown below:

OUR COMMITMENT TO DIVERSITY, EQUITY, AND INCLUSION

77%

48%

11%

66%

36%

18%

Women

People of
Color

Veterans

Identify as
Having a
Disability

Supervisor+
Positions
Held by
Women

Supervisor+
Positions
Held by
People
of Color

Employee
Inclusion
Group
Participation

Information as of December 31, 2022. Workforce data includes all full-time and part-time U.S. employees (including non-integrated
companies). Self-ID data on veterans and individuals with disabilities includes U.S. integrated companies only. Our total full-time equivalent
(FTE) count (including international and U.S. non-integrated companies) was approximately 74,300.

Our enterprise DEI Office organizes hybrid and virtual engagement opportunities throughout the year. Employees can
participate in programs including panels of external and internal speakers presenting viewpoints or providing education to
enhance the cultural competency of our workforce. In 2022, the DEI Office and Employee Inclusion Groups hosted a total of
over 250 programs with over 25,000 employees attending across all programs. Additionally, Centene has established a
network of business unit DEI Councils and local Employee Inclusion Group chapters across the country, allowing the
organization to further deliver nuanced and impactful initiatives to employees.

Centene Corporation

• Centene’s Human Resources Compliance team, in partnership with the DEI Office and Centene University, delivers

Inclusive and Responsible Workplace learning to ensure employees are exposed to best practices and policies to sustain
an equitable workplace.

•

Employee Inclusion Groups encompass multicultural, veterans and military, LGBTQ+, and networks for women and
people with disabilities.

As a demonstration of our hyper-local approach, our local boards are comprised of members of our communities. As of
December 31, 2022, the 198 directors on the external boards of our regulated health plans reflected diversity as follows:

65%

39%

23%

Caucasian

Female

African
American

Veteran

Hispanic

Asian/
Indian

Disability

Native
American

Employee Focus

EMPLOYEE HEALTH AND WELL-BEING

Our mission to transform the health of our communities includes enabling our employees to pursue their personal and
career development, engage in healthy lifestyles, and actively contribute to their families and communities. As a reflection of
this, our Social pillar includes employee-focused topics such as Employee Health and Well-being, Employee Partnership and
Development, and Community Engagement. It is through these topics that we frame strategic discussions and efforts
around employee wellness. These include lifestyle improvements through on-campus facility designs or reduced need for in-
office work, and benefits that support healthy living, caregiver support, financial health, work-life balance, professional
growth, and connecting with our communities. For more information regarding our employee health and other benefits,
please visit our prospective employee website: https://jobs.centene.com/us/en/benefits.

EMPLOYEE PARTNERSHIP AND DEVELOPMENT

At Centene, we strive to empower each employee to lead from where they are. For this reason, we regularly offer a variety of
development opportunities through enterprise-wide training, specially curated learnings, and targeted leadership programs.
These offerings inspire a culture of learning, curiosity and collaboration. Through our employee intranet site CNET, our
employees stay informed, access resources, and engage in opportunities to serve communities. Through Centene
University, we support employees in achieving their career and learning goals by offering over 10,000 courses on topics
such as leadership, operations, technology, mentoring, career development, as well as our DEI and ESHG frameworks. Our
employees are provided with opportunities to engage with others throughout the company by becoming mentors, joining
virtual communities, and taking leadership positions within employee project groups and committees. Our corporate leaders
directly engage employees through our Coffee with Leadership Series, DEI Employee Inclusion Groups, town halls, and
company wide newsletters. We also host innovative crowdsourcing competitions, which result in employee ideas helping
our organization better serve our members and communities.

EMPLOYEE ENGAGEMENT

• Employee Engagement Index: Centene’s 2022 overall engagement score exceeded the Fortune 100 75th top quartile

benchmark, at 88% favorability.

•

People Leader Index: Centene's 2022 measure of individual people leader effectiveness (encouraging teamwork/
collaboration, providing regular feedback and supporting career development) was 86%, 2 points higher than the Fortune
100 75th top quartile benchmark.

Diversity, Equity & Inclusion Index: Centene's 2022 index, which reflects an open and inclusive culture and workplace,
was at 86% favorability, just 1 point below the Fortune 100 75th top quartile benchmark.

Community Outreach, Investment and Engagement

Centene is uniquely focused on underserved populations, investing in local institutions and organizations that address the
needs of their communities through initiatives that demonstrate inclusion, consider the whole person, and enable

Corporate Governance

community development. The Centene Charitable Foundation is an essential part of how we pursue that purpose, as we
prioritize partnership and giving initiatives that take a holistic approach to disrupting barriers to health and provide
measurable impact to the communities where we live, work, and serve.

Through strategic partnerships with local organizations and a commitment to our company’s overarching purpose, The
Centene Charitable Foundation aims to remove barriers to health for the underserved and provide long-term results that
truly transform our communities in the following areas:

• Healthcare Access (including Social Determinants of Health)

•

Education

Social Services

Centene’s community outreach, investment, and employee engagement efforts reflect a diverse geographic footprint that
benefits economically challenged communities and engages employees at all levels within the organization.

Environmental

Our approach to environmental topics at Centene is one way in which we lead through innovation. We are
mindful about environmental stewardship and that where and how we work impacts the environment. Our
health plans maintain a local presence in our communities enabling us to be proactive where possible and
quickly help our members navigate and manage weather-driven events. Analysis of our data helps us identify
health issues that may be the result of environmental impacts.

Environment and Health

Scientific research continues to show a causal relationship between environmental factors and negative impacts on health.
Rising temperatures are linked to increases in mental health issues as well as cardiovascular failure. More extreme weather
events are linked to increases in the prevalence of asthma and vector-borne diseases. While climate change impacts
everyone, its results are often disproportionately felt by the vulnerable populations we serve. As an insurer of millions of
members’ health, we strive to understand the impacts of environmental factors, analyze our data, and promote and advance
innovation to improve health drivers for our members and our communities.

Our corporate, local health plan, and business unit leadership is engaged in closely monitoring environmental and
climate-related risks and their potential impact on our members. To further advance our work around climate-related risks,
the Climate Change Task Force was formed and meets as needed to identify climate-related issues, outline climate change
scenarios, assess transition and physical factors, and determine mitigation actions.

Environmental Disclosures

As part of our commitment to being good stewards of the environment, we work to understand, quantify, and reduce our
impact on the natural world. As part of our Value Creation Plan, we have significantly reduced our need for physical office
space and daily employee commuting, and will continue to cultivate an ecosystem of strategic partners that enables
innovation to reduce our physical impact on the environment. Through an initial assessment performed in 2021, we
recognize climate change can pose both risk and opportunity for our business. We complete the following to raise
understanding about climate change, better manage risk, address opportunities, and improve disclosures around
environmental topics:

•

Issue annual reporting aligned with the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD)

Evaluate potential enterprise risks associated with climate change

Disclose our baseline and recent years’ scope 1, scope 2, and scope 3 greenhouse gas emissions through CDP, a global
non-profit that runs the world's environmental disclosure system

Centene Corporation

Evaluation of Enterprise Risks Associated with Climate Change

Centene’s Enterprise Risk Management (ERM) function coordinates and applies an integrated approach whereby risks are
identified and assessed across Centene and its business units. The ERM team reports risk information on a quarterly basis
to the Enterprise Risk Committee, a cross-functional group of senior leaders chaired by the Chief Ethics & Compliance
Officer. The ERM and ESHG functions are led by the same individuals and work in close collaboration, sharing people and
other resources. The ESHG function coordinates and facilitates all internal and external ESHG reporting and works closely
with ERM to incorporate climate-related risks within the corporate risk register for monitoring. For more information
regarding our assessment of climate risks and opportunities, please see our TCFD reporting.

Governance

Sound corporate governance, a strong culture of compliance and unwavering ethics are foundational to our
ESHG strategy, enabling us to honor our commitments and make it easier to work with us.

Governance and accountability for corporate sustainability begin at the top of the organization. Through its Governance
Committee, the Centene Board of Directors provides strategic oversight into how the company addresses matters of ESHG
importance. The Audit and Compliance Committee oversees the procedures and controls related to ESG financial reporting
disclosures. Over the past several years, we have significantly improved our ESHG governance and reporting to be
consistent with leading businesses, as highlighted in the 2022 Stockholder Engagement and Response section of this proxy
statement. We leverage external reporting frameworks to guide disclosure of relevant data and align with best practices for
reporting. Additionally, we engage our employees in enterprise-wide sustainability and social activities and communicate key
information via our intranet website. To improve access to and awareness of our ESHG initiatives and key reports and
disclosures, we make this information available within the Corporate Sustainability section of our external corporate website
and via an ESG page on our investor-focused website. We support worldwide efforts as expressed through commitments
with the UN Global Compact, Women’s Empowerment Principles, and the Ethical Principles in Health Care. Each provides us
opportunities to contribute towards a more just and equitable healthcare landscape.

Corporate Governance

ESHG information and related disclosures are available on our external website, including the following:

Our ESHG Report to the Community details the key
partnerships, initiatives, and programs that exemplify our
commitment to advancing environmental resilience,
serving our communities, powering better health, and
living our values.

The C-index Diversity, Equity & Inclusion report
describes how we sustain and advance conscious
inclusion of talent, community impact, supplier diversity,
and stakeholder collaboration. Our Employer Information
Report (EEO-1) is included as an appendix to the report.

Visit www.centene.com/who-we-are/corporate-facts-
reports.html.

Our Political Activity report sets forth details about
political contributions, lobbying efforts, and membership
in industry trade associations.

Visit investors.centene.com.

The Task Force on Climate-related Financial Disclosures
(TCFD) index includes discussions about our governance
structure, strategy, risks and opportunities, metrics, and
target-setting related to managing climate change.

Visit www.centene.com/who-we-are/corporate-facts-
reports.html

Additional ESHG information and related disclosures:

• We issue a SASB Index to provide stakeholders with disclosures aligned with the Sustainability Accounting Standards
Board (SASB) Managed Care standard. Sustainability Accounting Standards were also included for workforce turnover
and engagement. The index is available at https://www.centene.com/who-we-are/corporate-facts-reports.html.

•

We report our environmental efforts to CDP. We also disclose our Communication on Progress towards the United
Nations Global Compact principles and publish our Environmental Guiding Principles. See https://www.centene.com/
why-were-different/corporate-sustainability/protecting-planet/environmental-sustainability.html

Centene Corporation

Data Privacy and Security

As a healthcare organization serving nearly 1 in 15 individuals in the U.S., we are committed to earning the trust of our
members, employees, and business partners by responsibly managing and protecting their confidential information. Our
information security and privacy programs are built to support that goal and help us to design and deliver seamless member
and provider experiences using modernized systems and processes. Our Enterprise Data Privacy Program describes the
measures we take to protect information and how individuals may exercise their data privacy rights under applicable
regulations.

Federal, state, and international regulations, in addition to contract obligations, create a highly regulated environment in
which our business operates. To effectively manage, we maintain comprehensive information security and privacy
programs that allow for full compliance with these regulations. These programs are assessed annually in compliance with
the HIPAA Privacy and Security Rules, HITECH Act, and the GDPR. Our information security program conforms with ISO
27001and is certified by an accredited organization.

We provide annual information security and privacy training and specialized role-based training to our employees and
communicate security awareness items in multiple formats including awareness of the importance of timely notification of
potential security and privacy issues. We also conduct a “Compliance and Security Awareness” week to build and support
our culture of compliance and reduce risk across the enterprise.

HIPAA privacy breaches, as required by law, are reported by Centene to the U.S. Department of Health and Human Services,
Office for Civil Rights (OCR). Our reports can be obtained through the OCR Portal at: https://ocrportal.hhs.gov/ocr/breach.

In addition to the information security and privacy programs described above, we annually purchase a security and privacy
risk insurance policy that could offset some of the costs associated with an information security breach. Please refer to our
ESHG Report to the Community for further information regarding data privacy and security.

Stockholder Engagement

We believe that engaging with stockholders and other stakeholders is fundamental to the Company’s success and our
commitment to good governance. We seek to proactively listen to, understand and consider the opinions of our
stockholders to stay aligned with stockholder priorities.

Over the past several years, we have significantly expanded our governance-focused engagement program to better
understand the issues that are important to our stockholders and incorporate feedback into the Board’s decision-making
process. Members of our management team, including our CEO, CFO, General Counsel and our Senior Vice President of
Investor Relations and Board regularly meet with stockholders to gather their perspectives on key topics including our
performance and strategy, corporate governance, management succession planning, executive compensation, human
capital management and corporate responsibility.

Beyond our governance-focused engagement, our investor relations team and members of our senior management team
regularly communicate with investors in connection with quarterly earnings calls, investor and industry conferences, analyst
meetings and individual discussions with stockholders.

As described in the diagram below, we report stockholder feedback regularly to our Board, which in turn uses this feedback
to evaluate any changes to the Company’s practices year-round.

Corporate Governance

September-November (Fall)

• Conduct meetings with our

largest stockholders, to discuss
corporate governance, corporate
responsibility and executive
compensation matters, and
solicit feedback

•

Share the feedback with the
Board for discussion and
consideration

May-August (Summer)

•

Review annual meeting results,
ongoing stockholder feedback
and determine any next steps,
including corporate governance
and compensation trends to help
develop stockholder
engagement priorities

December-February (Winter)

•

Incorporate feedback from
stockholder meetings into annual
meeting planning, including
potential changes to corporate
governance practices, the
executive compensation
program and corporate
responsibility

•

Review stockholder proposals
and determine next steps

March-April (Spring)

• Conduct Investor meetings in

advance of the annual meeting to
answer questions and obtain
stockholder feedback on proxy
matters

In response to the 66% of our stockholders voting against our 2022 say-on pay, the Board undertook an extensive outreach
effort to understand our stockholders’ concerns and make responsive changes to our executive compensation program
which are summarized below. Our directors, including Jessica Blume, Christopher Coughlin, Wayne DeVeydt and Theodore
Samuels participated in these engagements.

Who We Engaged With Since our 2022 Annual Meeting

The following directors
engaged with stockholders:

Proactively reached out to
stockholders representing:

Met with stockholders
representing:

• Jessica Blume

•

Christopher Coughlin

Wayne DeVeydt

Theodore Samuels

Matters discussed during
these meetings included:

• Board Refreshment

•

Stockholder Rights

Executive
Compensation

of our outstanding shares,
including 16 institutional
investors

of our outstanding shares,
including 11 institutional
investors

See the 2022 Stockholder Engagement and Response section in our Proxy Summary for the feedback we received and how
the Board responded.

56%41%62

Centene Corporation

Communications with the Board of Directors

The Board has established a process by which you may send communications to the Board as a whole, the non-employee
Directors as a group, or the Chairman of the Board. You may send communications to our Directors, including any concerns
regarding Centene’s accounting, internal controls, auditing, or other matters, to the following address: Board of Directors (or
Chairman of the Board or non-employee Directors as a group, as appropriate) c/o Corporate Secretary, Centene Corporation,
7700 Forsyth Boulevard, St. Louis, Missouri 63105. You may submit your concern anonymously or confidentially. You may
also indicate whether you are a stockholder, customer, supplier, or other interested party. Communications relating to the
Company’s accounting, internal controls, or auditing matters will be relayed to the Audit and Compliance Committee.
Communications relating to governance will be relayed to the Governance Committee. All other communications will be
referred to other areas of the Company for handling as appropriate under the facts and circumstances outlined in the
communications.

Corporate Governance

Other Governance Policies and Practices

Code of Ethics and Business Conduct

The Company has published on its website (www.centene.com) its Business Ethics and Code of Conduct, which applies to
all officers, employees, and directors. Any waiver of, or amendments to, the Business Ethics and Code of Conduct for
directors or executive officers, including the chief executive officer, the chief financial officer, and the principal accounting
officer, must be approved by the Governance Committee, and any such waivers or amendments will be disclosed promptly
by the Company by posting such waivers or amendments to its website. Both the Audit and Compliance Committee and the
Governance Committee review management’s monitoring of compliance with the Company’s Business Ethics and Code of
Conduct.

Compensation Committee Interlocks and Insider Participation

During all or part of 2022, Orlando Ayala, Jessica Blume, Christopher Coughlin, Wayne DeVeydt, Robert Ditmore, Monte Ford,
Richard Gephardt, Lori Robinson, Theodore Samuels and William Trubeck served as members of the Compensation and
Talent Committee. Robert Ditmore served as chairman until January 5, 2022, at which time Christopher Coughlin was
appointed chairman and continues to serve as chairman. None of these directors served as an officer or employee of the
Company or any of its subsidiaries before or at the time he or she served on the Compensation and Talent Committee or
had any relationship during 2022 that would require disclosure under Item 404 of SEC Regulation S-K. During 2022, none of
our executive officers served on the Compensation and Talent Committee (or its equivalent) or board of directors of another
entity, one of whose executive officers served on our Board or Compensation and Talent Committee.

Related Party Transactions

We have a written policy for reviewing transactions between us and our executive officers, directors and certain of their
immediate family members and other related persons, including those required to be reported under Item 404 of Regulation
S-K. Under this policy, the Governance Committee must approve any transaction in which we participate that involves more
than $120,000 and in which a related person has a direct or indirect material interest. Pursuant to our policy, we enter into a
transaction with such related persons only if the transaction is on terms deemed comparable to those that could be
obtained in arm’s length dealings with an unrelated third party and is otherwise fair to us.

Effective January 23, 2021, the Company entered into a consulting agreement with Kenneth Burdick, our former Executive
Vice President, Markets and Products and former Chief Executive Officer of WellCare. Under the terms of the agreement, Mr.
Burdick provided strategy advice and counsel, including, but not limited to WellCare legacy operations, integration matters,
and ongoing guidance to his successor. In exchange for these services, the Company paid Mr. Burdick $350,000 per quarter
in cash. The agreement expired in accordance with its terms on January 22, 2022.

In addition, Mr. Burdick became Chairman and CEO of LifeStance Health Group, Inc. in September 2022. Centene paid
LifeStance for behavioral health services provided by LifeStance to the Company's health plans in accordance with
contracts entered into between the companies prior to Mr. Burdick's employment with LifeStance. These contracts were
obtained on arms' length dealings prior to the time that Mr. Burdick became affiliated with LifeStance.

In 2022, one of our executive officers had a related party employed by the Company who earned total compensation above
$120,000. The employee's compensation and benefits was consistent with total compensation and benefits provided to
other employees of the same level with similar responsibilities.

Centene Corporation

Compensation of Directors

For 2022, non-employee directors received an annual cash retainer of $100,000. If the director elected to receive 100% of the
retainer in Company stock and, for directors who served prior to 2022, defer settlement of the stock until termination of
Board service, the retainer was increased to $125,000. In addition, the Chairman of the Audit Committee received an annual
retainer of $30,000, the Chairman of the Compensation Committee and Nominating and Governance Committee each
received an annual retainer of $20,000, and the Chairman of the Government and Regulatory Affairs Committee, Technology
Committee, and Environmental and Social Responsibility Committee, and Compliance Committee each received an annual
retainer of $15,000. All fees were pro-rated, as applicable throughout 2022 based on time served on the respective
committee.

Directors can elect to receive any of these retainers in deferred stock under the Non-Employee Directors Deferred Stock
Compensation Plan. Expense recognized in conjunction with the deferred stock election is included in the “Stock Awards”
column in the Director Compensation Table below.

In August 2022, the Company restructured the Board Committees resulting in an updated fee structure set forth below.

Annual Stock Award

Non-Employee Director

Annual Retainer
Non-Employee Director

$200,000

$100,000

Additional Annual Stock Award

Independent Chairman/
Lead Independent Director

Additional Annual Retainers
Chairman of the Audit and Compliance
Committee

Chairman of the Compensation and Talent
Committee

Chairman of the Governance Committee

Chairman of the Value Creation Committee

Independent Chairman/
Lead Independent Director

$150,000

$30,000

$20,000

$15,000

$50,000

As part of non-employee director compensation and to recognize each member’s stock holding requirement of 7.5 times the
annual cash retainer, each director receives an annual grant of restricted stock units. For 2022, the grant was valued at
$200,000 based on the first quarter average stock price and resulted in a grant of 2,323 restricted shares of our common
stock in April 2022. The restricted stock units vest on the earlier of April 26, 2023 or the 2023 Annual Meeting of
Stockholders, subject to satisfying Board of Director meeting attendance conditions. In addition, each new non-employee
director was granted an option under our 2012 Stock Incentive Plan to purchase 10,000 shares of our common stock,
vesting in three equal annual installments commencing on the first anniversary of the grant date. Variable compensation for
meetings in excess of six per year was eliminated in 2022.

Directors are reimbursed for all reasonable expenses incurred in connection with their service. Directors who are also our
employees receive no additional compensation for serving on our Board of Directors.

In February 2023, the Compensation Committee made further changes to the director compensation program:

• The Chairman of the Board is also eligible to receive the annual retainer for the Non-Employee Directors, in addition to the

$150,000 stock retainer and $50,000 cash retainer for the Chairman.

•

The initial grant of 10,000 options provided upon first election to the Board has been eliminated.

The premium directors receive if they choose to receive their annual cash retainer in deferred stock instead of cash has
been eliminated.

Annual Cash Retainer33%Annual StockAward67%Annual Base Payfor Non-EmployeeDirectors

Corporate Governance

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 2022:

Fees Earned or
Paid in Cash 2
($)

Stock
Awards 3
($)

Option
Awards 4
($)

Non-Equity Plan
Incentive
Compensation 5
($)

All Other
Compensation 6
($)

Total
($)

$ 109,742

$ 197,130

120,000

197,130

—

22,532

$ 329,404

27,532

344,662

416,015

273,701

716,800

378,005

1,784,521

Name 1

Orlando Ayala

Jessica L. Blume

Kenneth A. Burdick

Christopher J. Coughlin

H. James Dallas

Wayne S. DeVeydt

Robert K. Ditmore

Frederick H. Eppinger

Monte E. Ford

—

430,757

273,701

59,742

347,130

—

410,757

273,701

2,014

—

331,872

—

119,481

332,998

Richard A. Gephardt

109,742

197,130

—

Leslie V. Norwalk

John R. Roberts

Lori J. Robinson

Theodore R. Samuels

Tommy G. Thompson

William L. Trubeck

—

123,654

273,701

2,153

—

100,000

197,130

—

410,757

273,701

1,736

—

352,130

—

26,727

731,185

31,017

437,889

29,679

714,137

—

2,014

27,532

359,404

15,000

467,479

27,532

334,404

—

397,355

2,153

297,130

26,727

711,185

27,532

29,268

26,887

379,017

1 Messrs. Ditmore, Roberts and Thompson retired from the Board on January 5, 2022; Messrs. Burdick, Coughlin, DeVeydt and Samuels
were appointed to the Board on January 5, 2022; Ms. Norwalk was appointed to the Board on January 11, 2022 and resigned from the
Board on April 11, 2022. Mr. Ford was appointed to the Board on November 12, 2022.

The amounts included in this column represent the retainers paid in cash to each director in 2022. Directors converted some or all of
cash compensation payable to such director into the restricted stock units. See Footnote 3 below for amounts of cash compensation
converted into restricted stock unit awards.

Centene Corporation

The following table shows the components of “Stock Awards” for fiscal year 2022. The amounts included in the table represent the full
grant date fair value of restricted stock units granted to non-employee directors in 2022 under the 2012 Stock Incentive Plan and Non-
Employee Directors Deferred Stock Compensation Plan calculated in accordance with FASB ASC Topic 718. These amounts reflect the
accounting expense that we will recognize over the vesting term of these awards and do not correspond to the actual value that may be
realized by the directors. No awards were granted for Messrs Ditmore, Roberts, or Thompson in 2022 due to their retirement from the
Board in January 2022. Additionally, Ms. Norwalk’s annual stock award was forfeited upon her resignation from the Board on April 11,
2022.

Grant Date Fair Value of Awards

Annual
Restricted
Stock Unit
Award b
($)

Chairman
Restricted
Stock Unit
Award
($)

Cash
Compensation
Converted into
Restricted
Stock Unit
Awards c
($)

Total Stock
Awards
($)

$ 197,130

197,130

—

$ 197,130

197,130

Initial
Restricted
Stock Unit
Award a
($)

—

88,627

197,130

5,258

125,000

416,015

Name

Orlando Ayala

Jessica L. Blume

Kenneth A. Burdick

Christopher J. Coughlin

88,627

197,130

20,000

125,000

430,757

H. James Dallas

Wayne S. DeVeydt

Frederick H. Eppinger

Monte E. Ford

Richard A. Gephardt

Leslie V. Norwalk

Lori J. Robinson

Theodore R. Samuels

William L. Trubeck

—

197,130

88,627

197,130

—

150,000

347,130

125,000

410,757

—

197,130

9,742

125,000

331,872

102,837

—

197,130

88,627

—

197,130

88,627

197,130

—

16,644

119,481

—

197,130

35,027

123,654

—

197,130

125,000

410,757

—

197,130

30,000

125,000

352,130

In connection with their appointments to the Board, Messrs. Burdick, Coughlin, DeVeydt, Samuels and Ms. Norwalk were each
granted an initial restricted stock unit award of 1,100 restricted stock units under the 2012 Stock Incentive Plan. Messrs. Burdick,
Coughlin, DeVeydt and Samuels' awards vested in full on April 26, 2022, which was the date of our 2022 Annual Meeting of
Stockholders. Ms. Norwalk's award was forfeited upon her resignation from the Board on April 11, 2022. Mr. Ford was granted a pro
rata annual stock award of 1,189 restricted stock units, which will vest on the date of our 2023 Annual Meeting of Stockholders.

b On April 26, 2022, the date of our 2022 annual meeting of stockholders, each non-employee director who was elected was granted
an annual equity award of 2,323 restricted stock units with a value of approximately $197,130. This annual equity award was
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 2023 Annual Meeting of Stockholders or April 26, 2023.

Represents the value of cash compensation the director elected to convert into shares of stock or restricted stock units granted
under the Non-Employee Directors Deferred Stock Compensation Plan calculated in accordance with FASB ASC Topic 718.

In connection with their appointments to the Board, Messrs. Burdick, Coughlin, DeVeydt, Ford and Samuels and Ms. Norwalk were each
granted a stock option award to purchase 10,000 shares of the Company’s common stock. Messrs. Burdick, Coughlin, DeVeydt, Ford
and Samuels stock option awards will vest in three approximately equal installments on the first through third anniversaries of the date
of grant and will be exercisable for a 10-year term. Ms. Norwalk's stock option award was forfeited upon her resignation from the Board
on April 11, 2022. The awards were granted under the Company’s 2012 Stock Incentive Plan and the amounts reflect the grant date fair
value of the awards computed in accordance with FASB ASC Topic 718. There can be no assurance that the grant date fair value of
these awards will ever be realized.

Represents the payout of the Cash LTIP for the 2020 - 2022 performance period pursuant to the terms of his transition services
agreement dated February 21, 2020.

Corporate Governance

The following table shows the components of “All Other Compensation” for fiscal year 2022:

Group Excess
Liability
Insurance
Policy
Premiums
($)

Company
Match of
Charitable
Contributions
($)

Personal Use
of Company
Aircraft
($)

Consulting Fees
($)

2,532 $

20,000 $

2,532

1,727

1,887

1,727

2,532

—

2,532

1,727

2,532

1,887

25,000

15,000

25,000

— $

—

1,278

—

4,130

2,952

—

— $

—

350,000

—

Name

Orlando Ayala

Jessica L. Blume
Kenneth A. Burdicka

Christopher J. Coughlin

H. James Dallas

Wayne S. DeVeydt

Frederick H. Eppinger

Monte E. Ford

Richard A. Gephardt

Theodore R. Samuels

Tommy G. Thompson

William L. Trubeck

Total
($)

22,532

27,532

378,005

26,727

31,017

29,679

27,532

15,000

27,532

26,727

27,532

26,887

Effective January 23, 2021, the Company entered into a consulting agreement with Kenneth Burdick, our former Executive Vice
President, Markets and Products and former Chief Executive Officer of WellCare. Under the terms of the agreement, Mr. Burdick
provided strategy advice and counsel, including, but not limited to WellCare legacy operations, integration matters, and ongoing
guidance to his successor. In exchange for these services, the Company paid Mr. Burdick $350,000 per quarter in cash. The
agreement expired in accordance with its terms on January 22, 2022.

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 Company also provides a group excess liability insurance
policy at no cost to the directors.

The following table shows the number of shares covered by exercisable and unexercisable options and unvested
restricted stock held by our non-employee directors on December 31, 2022.

Name

Orlando Ayala

Jessica L. Blume

Kenneth A. Burdick

Christopher J. Coughlin

H. James Dallas

Wayne S. DeVeydt

Frederick H. Eppinger

Monte E. Ford

Richard A. Gephardt

Lori J. Robinson

Theodore R. Samuels

William Trubeck

Option Awards

Stock Awards

Number of
Securities
Underlying
Unexercised
Options
(Exercisable)

Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)

Number of Shares
or Units of Stock
That Have Not
Vested

–

20,000

–

6,666

–

10,000

–

6,666

–

10,000

3,334

10,000

–

10,000

–

10,000

3,334

2,323

1,189

2,323

Centene Corporation

Executive Officers

The names of our executive officers and certain information about each of them as of March 24, 2023 are set forth below.

Andrew L. Asher
Executive Vice President, Chief Financial Officer

Mr. Asher has served as our Executive Vice President,
Chief Financial Officer since May 2021. From January
2020 to May 2021, he served as Executive Vice President,
Specialty. Prior to joining Centene, he served as the Chief
Financial Officer of WellCare from November 2014 to
January 2020.

James E. Murray
Executive Vice President, Chief Operating Officer

Mr. Murray has served as our Executive Vice President,
Chief Operating Officer since December 2022. From
January 2022 to December 2022, he served as Executive
Vice President, Chief Transformation Officer. Mr. Murray
joined Centene upon the acquisition of Magellan Health
in January 2022, where he had served as the President
and Chief Operating Officer since January 2020. During
2019, he served as President of PrimeWest Health. From
2017 to 2019, he served as Chief Executive Officer of
LifeCare Health Partners.

Kate N. Casso
Senior Vice President, Corporate Controller & Chief
Accounting Officer

Ms. Casso has served as our Senior Vice President,
Corporate Controller and Chief Accounting Officer since
April 2021. From January 2016 to March 2021, she
served as Vice President, Assistant Controller.

Sarah M. London
Chief Executive Officer

Ms. London has served as our Chief Executive Officer
since March 2022. From September 2021 to March 2022,
she served as Vice Chairman. She served as President,
Centene Health Care Enterprises and Executive Vice
President, Advanced Technology from March 2021 to
September 2021. From September 2020 to February
2021, she served as Senior Vice President, Technology
Innovation and Modernization. Prior to joining Centene,
she served as both Senior Principal and Partner for
Optum Ventures from May 2018 to March 2020 and
Chief Product Officer of Optum from March 2016 to May
2018.

Kenneth J. Fasola
President

Mr. Fasola has served as our President since December
2022. From January 2022 to December 2022, he served
as Executive Vice President, Health Care Enterprises. Mr.
Fasola joined Centene upon the acquisition of Magellan
Health in January 2022, where he served as the Chief
Executive Officer since November 2019. From April 2019
to November 2019, he served as Chief Growth Officer of
Ancillary and Individual Health Services at United
Healthcare. From October 2010 to April 2019, he served
as Chairman, President and Chief Executive Officer of
HealthMarkets, Inc.

Christopher A. Koster

Executive Vice President, Secretary and
General Counsel

Mr. Koster has served as our Executive Vice President,
Secretary and General Counsel since December 2021.
From February 2020 to December 2021, he served as
Senior Vice President, Secretary and General Counsel.
From February 2017 to February 2020, he served as
Senior Vice President, Corporate Services. Prior to joining
Centene, Mr. Koster served as Missouri Attorney General
for eight years.

Proposal 2 – Advisory Resolution to Approve Executive Compensation

PROPOSAL

Advisory Resolution to Approve
Executive Compensation

At our 2022 Annual Meeting of Stockholders, our stockholders voted to approve the Company’s executive compensation.
Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), we are again holding an
advisory vote on the Company’s executive compensation, as described in this Proxy Statement (commonly referred to as
“say-on-pay”). In accordance with the results of the vote we conducted at the 2017 Annual Meeting on the frequency of say-
on-pay votes, we present a say-on-pay vote every year.

The Board of Directors strongly endorses the Company’s executive compensation program and recommends that
stockholders vote in favor of the following resolution:

RESOLVED, that the stockholders approve the compensation of those NEOs listed in the Summary Compensation
Table of this proxy statement, as disclosed pursuant to the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis and the tabular and narrative disclosure included herein under “Executive
Compensation.”

Because the vote is advisory, it will not be binding upon the Board of Directors or the Compensation Committee and neither
the Board of Directors nor the Compensation and Talent Committee will be required to take any action as a result of the
outcome of the vote on this proposal. The Compensation and Talent Committee strongly considers the views of the
Company’s stockholders when making compensation decisions. Additionally, the Compensation and Talent Committee
monitors the results of the annual advisory “say-on-pay” proposal and incorporates such results as one of many factors
considered in connection with the discharge of its responsibilities.

The Board recommends a vote “FOR” the approval of the compensation of the NEOs.

Centene Corporation

Letter from Chairman of Compensation and Talent
Committee

Dear Stockholder:

2022 was a year of extraordinary change for Centene Corporation. I joined the Board of Directors in January 2022, and
became chairman of the Compensation Committee, which was renamed the Compensation and Talent Committee in
August 2022. In connection with that, we replaced our prior executive compensation consulting firm with Frederic W. Cook &
Co., Inc. I, along with other members of the Board of Directors, have met with stockholders representing 41% of the
Company's outstanding shares and the leading proxy advisory firms. As a result of the feedback we received from
stockholders and the proxy advisory firms, we have made some important changes to our compensation program as
summarized in this proxy statement, and outlined below.

2022 Highlights

• Our new CEO's compensation was set slightly below the median in April 2022.

•

We adopted a cash severance policy to limit cash severance to 2.99 times annual salary and bonus.

We limited our former CEO's death benefits to those of his pre-existing employment agreement.

We welcomed General Robinson, Mr. Ford and Mr. Samuels as new members of the committee during 2022, decreasing
the average tenure of our committee members to four years from 11 years compared to December 2021. After the 2023
Annual Meeting, the average tenure of our committee members is expected to further decrease to less than two years.

2023 Highlights

• We have provided additional disclosure of our performance metrics and targets for the Business Unit and Quality

components, which, like the Adjusted Diluted EPS component, are measurable and financially and operationally driven.
We increased the Adjusted Diluted EPS component of our 2023 annual cash incentive plan from 50% to 65%.

•

Beginning with our 2023-2025 long-term incentives, we have moved away from the use of performance-based stock
options and the cash long-term incentive plan (LTIP) to simplify overall program design, better align with leading market
and peer practices, and further enhance the alignment between management incentives and stockholder value creation.

Beginning with our 2023-2025 performance-based RSUs, we have moved away from the use of Adjusted Diluted EPS in
favor of adjusted pre-tax earnings growth to avoid the use of duplicative measures in both the short- and long-term
incentive programs while maintaining a robust focus on long-term profitability and stockholder value creation for
management incentives.

Previously, the performance-based RSUs had no total shareholder return (TSR) metric. Beginning with our 2023-2025
performance-based RSUs, the plan metrics include a 33% weighting on a target relative TSR performance above the
median.

•

We revised certain employment agreements to change provisions that could be perceived as problematic pay practices.

Please see the Compensation Discussion and Analysis below for further details of our compensation changes.

Sincerely,

Christopher J. Coughlin
Chair

Proposal 2 – Advisory Resolution to Approve Executive Compensation

Compensation Discussion and Analysis

This CD&A describes the principles, objectives, and compensation policies and arrangements of our executive
compensation program which is generally applicable to each of our senior officers. This CD&A focuses primarily on
our Chief Executive Officer and the other executive officers whose 2022 compensation is included in the Summary
Compensation Table, whom we collectively refer to in this proxy as our Named Executive Officers (NEOs).

Name

Sarah M. London

Andrew L. Asher

Kenneth J. Fasola

James E. Murray

Position

Chief Executive Officer

Executive Vice President, Chief Financial Officer

President

Executive Vice President, Chief Operating Officer

Christopher A. Koster

Executive Vice President, Secretary and General Counsel

In addition, as required by SEC rules, we also include as NEOs our former Chairman and Chief Executive Officer,
Michael F. Neidorff, as well as Brent D. Layton, Senior Advisor to the Chief Executive Officer, and David P. Thomas, Chief
Executive Officer of Markets and Medicaid. Mr. Layton and Mr. Thomas are included as they otherwise would have been
NEOs except for the fact that they were not serving as an executive officer at the end of 2022. Mr. Layton and Mr. Thomas
remain with the Company in non-executive officer roles.

Executive Summary

As our new Chairman of the Compensation Committee stated in his letter to stockholders, 2022 was a year of extraordinary
change for Centene Corporation. In March 2022, Centene executed on its succession plan by appointing Sarah London,
Vice-Chairman, to the role of Chief Executive Officer. In August 2022, and as part of Centene’s broader plan to enhance
governance and refresh board committees, Christopher Coughlin was named Chair of the Compensation Committee.

2022 also was the year Centene embarked on a multi-year journey to ensure its compensation programs evolved to align
better with market practices, incorporate the strong and clear feedback from our shareholders, drive strong performance,
and create shareholder value. We also made a concerted effort to enhance our disclosures around the process and criteria
used to make these important compensation decisions related to our NEOs.

The following provides an overview of the evolution of our compensation programs and governance practices, which were
informed by our stockholder outreach and “best practice” market trends:

Centene Corporation

Category

2021

2022

2023

Annual
Incentive
Plan
Metrics &
Weighting

Granted in Dec. 2020

Granted in Dec. 2021

Granted in Mar. 2023

Adjusted Diluted EPS

35%

Adjusted Diluted EPS

50%

Adjusted Diluted EPS

65%

Business Unit &
Individual Goals

SG&A Expense
Management

50%

15%

Business Unit &
Individual Goals

Quality

40%

10%

Business Unit &
Individual Goals

Quality

25%

10%

•

Reduced Individual
weighting

• Reduced Individual

weighting

Increased Adjusted Diluted
EPS Weighting

•

Increased Adjusted Diluted
EPS Weighting

Added Quality Metric

PSUs

Adjusted Pre-Tax
Margin

60%

Adjusted Diluted EPS

70%

Revenue Growth CAGR 40%

Adjusted Net Earnings
Margin

30%

Stock
Options

Granted to CEO without
a stock appreciation
condition

Cash LTIP Adjusted Pre-Tax
Margin

Granted in Dec. 2021 with a
stock appreciation condition

No Stock Options Granted in
2022

30%

Adjusted Diluted EPS

35%

Adjusted Pre-Tax
Earnings Growth CAGR

Adjusted Net Earnings
Margin

Relative TSR

34%

33%

Added rTSR with target >
median

Eliminated duplicative
Adjusted Diluted EPS
measure

•

Eliminated Stock Options

Revenue Growth CAGR 20%

Adjusted Net Earnings
Margin

Relative TSR

50%

Relative TSR

15%

50%

Eliminated Cash LTIP

Other

•

New CEO
compensation set
slightly below the
median

New policy limits
cash severance to
2.99x base + bonus

Refer to Appendix A for reconciliations of non-GAAP measures throughout this proxy statement.

In addition to these important changes around leadership, governance and compensation, we continue to move forward
with our Value Creation Plan, which is focused on increased stockholder value through actions including cost reduction
initiatives, gross margin expansion through bid discipline and cost management, portfolio optimization, and strategic capital
allocation. Along with creating stockholder value, this plan encompasses a larger organizational mission to enhance our
member and provider experience, improve outcomes for our members, and initiate new ways of doing business that make
Centene a valued partner in all aspects of our operations. During 2022, we completed key milestones in our Value Creation
Plan:

Proposal 2 – Advisory Resolution to Approve Executive Compensation

>$200M
Cost Savings

By 70% decrease in
domestic footprint

$3B

Common Stock
Repurchases

>$800M

Debt Reduction

Further, in 2022, Centene signed a multi-year contract with Express Scripts, Inc. to provide our pharmacy benefit services,
commencing in 2024, and expected to drive significant value in 2024 and beyond and completed the divestitures of
PANTHERx, our Spanish and Central European businesses, and Magellan Rx.

During 2022, our stock price performance remained relatively flat at -0.5%, outperforming the S&P 500 index return of
-19.4%.

2022 Performance Highlights

The Company delivered solid financial
performance in 2022 as outlined below.

Overall, our three-year Compound Annual
Growth Rates (CAGR) have been:

• Total revenues of $144.5 billion, an increase

• Total revenues of 25%;

of 15% over 2021.

•

GAAP Diluted EPS of $2.07, a decrease of
9% over 2021.

Adjusted Diluted EPS of $5.78, an increase
of 12% over 2021.

Operating cash flows of $6.3 billion.

Stock price relatively flat with depreciation
of 0.5%, compared to the S&P 500 index
depreciation of 19.4%.

•

GAAP Diluted EPS of (13)% and Adjusted
Diluted EPS of 9%;

Adjusted EBITDA of 21%;

Cash flow from operations of 62%; and

Stock price of 9%.

Total Revenues
($ in billions)

GAAP Diluted EPS

Adjusted Diluted EPS

Refer to Appendix A for reconciliations of non-GAAP measures included throughout this proxy statement.

202020212022$100$120$140$160202020212022$1.00$2.00$3.00$4.00202020212022$4.50$5.00$5.50$6.0074

Centene Corporation

Stockholder Responsiveness Summary

In response to the 66% of our stockholders voting against our 2022 say-on-pay, the Board undertook an extensive
outreach effort to understand our stockholders’ concerns and make responsive changes to our executive
compensation program which are summarized below. Our directors, including Jessica Blume, Christopher Coughlin,
Wayne DeVeydt and Theodore Samuels participated in a number of these engagements.

We extended meeting invitations to 16 stockholders, representing approximately 56% of our outstanding shares, and
ultimately met with 11 stockholders, representing approximately 41% of our outstanding shares.

In addition, members of our management team and Board regularly meet with stockholders and proxy advisor firms to
gather their perspectives on key topics including our performance and strategy, corporate governance, management
succession planning, executive compensation, human capital management and corporate responsibility.

Beyond our governance-focused engagement, our investor relations team and members of our senior management
team regularly communicate with investors in connection with quarterly earnings calls, investor and industry
conferences, analyst meetings and individual discussions with stockholders.

In response to the result of our 2022 say-on-pay vote, and our subsequent stockholder outreach, we have made some
important changes to our compensation program starting with the 2023 short-term annual incentive plan and our
2023-2025 long-term incentive plan as summarized below.

Category

What We Heard

What We Changed

Executive
Compensation

Align CEO compensation with peers

Align NEO compensation with peers

Annual Incentive Plan should have
clearer performance targets

Long-Term Incentive Compensation
Program should have fewer
components

Long-Term Incentive Compensation
Program should have targets different
from Annual Incentive Plan

Long-Term Incentive Plan should use
relative Total Shareholder Return (TSR)
as a performance metric

Performance against targets should be
disclosed more clearly

Limit severance payments

Review relationship with compensation
consultant