Independent
Tenure on this board
8.3 yrs
9 nominees · 4 ballot items.
Four items: (1) Election of nine directors; (2) Advisory (non-binding) vote to approve executive compensation (say-on-pay); (3) Ratification of KPMG LLP as independent registered public accounting firm for 2026; and (4) a stockholder proposal to adopt a policy requiring an independent Board chairman — the Board recommends FOR proposals 1–3 and AGAINST proposal 4.
Elect nine directors (Jessica L. Blume, Kenneth A. Burdick, Christopher J. Coughlin, H. James Dallas, Frederick H. Eppinger, Monte E. Ford, Sarah M. London, Theodore R. Samuels and Kenneth Y. Tanji) to hold office until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management seeks this annual advisory approval to confirm stockholder support for the executive pay program, which the Compensation and Talent Committee has designed to align pay with multi-year financial metrics (e.g., adjusted diluted EPS, revenue growth, quality and strategic goals) and long-term equity performance (PSUs and RSUs). The Company emphasizes a pay-for-performance philosophy, significant performance-based incentive mix, stock ownership guidelines, clawback policy, and recent plan design changes made in response to investor feedback. Contextually, 2025 saw material business and earnings volatility that reduced incentive payouts, demonstrating downside alignment, while the Board stresses continued evolution of compensation metrics for 2026 to prioritize margin expansion and absolute TSR alignment. Management contends that an affirmative advisory vote helps validate the Compensation and Talent Committee’s approach and informs future design decisions but notes the vote is non-binding. Key governance context includes active stockholder engagement, use of an independent compensation consultant, and disclosure of benchmarking and risk-mitigation practices. A vote FOR signals shareholder endorsement of the disclosed pay program; a vote AGAINST would be a strong signal for the Compensation and Talent Committee to further modify plan features or disclosures. Given recent operational challenges and investor scrutiny, the Company frames this vote as an important feedback mechanism rather than a contractual approval of future pay decisions.
Ratify KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
A stockholder proposal requesting the Board adopt a policy (and amend governing documents as necessary) to require that the roles of Chairman and CEO be held by two separate people and that the Chairman be an independent director, with limited transitional flexibility for an interim non-independent chairman.
The shareholder proponent (John Chevedden) requests that Centene adopt a binding policy requiring the separation of the Chairman and CEO roles and that the Chairman be an independent director, arguing such a change would strengthen oversight, mitigate conflicts, and restore shareholder confidence after a period of negative events (guidance withdrawal, significant stock decline, litigation, regulatory settlements). The proponent frames the change as a structural governance reform that would institutionalize impartial board leadership and avoid reliance on a lead director as a substitute. Management opposes the proposal, asserting the Company already operates with separate Chairman and CEO roles since March 2022, and emphasizing the value of flexibility to choose the leadership structure based on Board composition, the CEO’s leadership, and evolving circumstances. The Board highlights existing governance safeguards — an independent non-executive Chair, independent committee chairs and members, robust lead independent director responsibilities if needed, continuous board refreshment, and regular stockholder engagement — as evidence that a mandated policy is unnecessary and could reduce strategic flexibility. The contest reflects broader market and investor debates about independent chairs versus combined roles, with no clear market consensus cited by the Board. Company-specific context includes the 2025 governance and operational challenges referenced by the proponent and the Board’s recent refreshment actions and governance improvements. For sophisticated evaluation, the proposal’s merits hinge on whether a formal independent-chair requirement would measurably improve monitoring and decision-making at Centene given its current leadership, committee structure, and recent board refreshment; potential trade-offs include reduced agility in leadership selection and potential transitional costs. Given the Board’s current independence features and its argument for tailored governance choices, stockholders should weigh the incremental oversight benefits of a mandated independent chair against the loss of flexibility and the Board’s demonstrated willingness to act on governance and refreshment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR CAPITAL MANAGEMENT LLC | 6.64% | 32,786,298 | $1.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.33% | 31,234,065 | $1.0B |
| 3 | STATE STREET CORP | 4.38% | 21,646,128 | $709M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.38% | 21,629,537 | $708M |
| 5 | BlackRock, Inc. | 3.10% | 15,298,200 | $501M |
| 6 | HARRIS ASSOCIATES L P | 2.85% | 14,094,531 | $461M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 11,475,947 | $375M |
| 8 | BlackRock, Inc. | 2.08% | 10,282,020 | $337M |
| 9 | AMERIPRISE FINANCIAL INC | 1.99% | 9,840,457 | $322M |
| 10 | Invesco Ltd. | 1.90% | 9,392,094 | $307M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.