Sector: Health Care
CENTENE CORP · Meeting: May 12, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Ms. Blume has served since 2018 and bears full accountability for the 3-year period during which CNC's stock fell roughly 45% while the compensation peer group median rose about 26% — a gap of 70 percentage points, far exceeding the 20-point trigger; the 5-year picture is equally poor (-73pp), so the long-term mitigant does not apply.
Mr. Burdick joined in January 2022, giving him tenure that fully overlaps the 3-year measurement window; CNC's stock declined roughly 45% versus a peer median gain of about 26%, a 70-point gap well above the 20-point trigger, and the 5-year record does not rescue the vote.
Mr. Coughlin joined in January 2022 and chairs the Compensation and Talent Committee, making him directly accountable for pay and strategy oversight during a period in which the stock lost roughly 45% while peer companies gained roughly 26% on average — a 70-point gap far above the policy trigger; the 5-year record does not provide relief.
Mr. Dallas has served since January 2020 and his tenure encompasses the entire 3-year and 5-year measurement windows; CNC's stock return trails the peer group median by roughly 70 percentage points over 3 years and 73 percentage points over 5 years, both well beyond the applicable thresholds.
Mr. Eppinger has served since 2006 and currently serves as Chairman, placing him at the center of board accountability; CNC's 3-year and 5-year returns trail the peer group median by approximately 70 and 73 percentage points respectively, both vastly exceeding the policy trigger, and the 5-year mitigant does not apply.
Mr. Ford joined in November 2022, giving him a tenure that fully overlaps the 3-year underperformance window; CNC's stock return trails the peer median by roughly 70 percentage points over 3 years, well above the 20-point trigger; additionally, he sits on three other public company boards (JetBlue, Iron Mountain, and Akamai), which approaches the policy's overboarding threshold and raises time-commitment concerns.
Ms. London has served as a director since September 2021 and as CEO since March 2022, giving her tenure that fully overlaps the 3-year measurement window; as the chief executive she bears primary accountability for the operational decisions that contributed to CNC's stock losing roughly 45% while peer companies gained about 26% on average; the policy applies the same TSR trigger to executive directors regardless of any separate Say on Pay determination.
Mr. Samuels joined in January 2022 and his tenure fully covers the 3-year measurement window; CNC's stock trailed the peer group median by roughly 70 percentage points over both 3 and 5 years, far exceeding the 20-point trigger, and the 5-year mitigant does not apply.
For Analysis
Mr. Tanji joined the board in February 2025, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger and no other policy concern applies.
Eight of nine nominees are voted AGAINST due to severe and sustained underperformance: CNC's 3-year total return of roughly -45% trails the disclosed compensation peer group median of roughly +26% by approximately 70 percentage points — well beyond the 20-point trigger that applies when absolute returns are negative. The same gap persists over 5 years (-73pp), so the long-term mitigant that would otherwise soften a vote does not apply. Only Kenneth Tanji, who joined in February 2025, is exempt under the 24-month new-director rule.
CEO
Sarah M. London
Total Comp
$19,506,298
Prior Support
N/A
The CEO's total reported compensation of approximately $19.5 million is within an acceptable range for a Fortune 23 managed-care company of CNC's revenue scale (~$195 billion), and the pay structure is genuinely performance-linked: the 2023-2025 long-term performance stock awards paid out at 0% due to missed financial and relative TSR targets, and the 2025 annual cash bonus paid only 71.6% of target because earnings fell sharply short of goals. More than 90% of the CEO's target pay is variable (only 7% is base salary), satisfying the policy's requirement that fixed pay not dominate. The company also has a robust clawback policy, no tax gross-ups, and has demonstrated responsiveness to shareholder feedback over multiple years — these structural features support a FOR vote even in a difficult performance year, because the incentive plan itself worked as designed by significantly reducing executive pay when the business underperformed.
Auditor
KPMG LLP
Tenure
21 yrs
Audit Fees
$13,363,000
Non-Audit Fees
$1,510,000
KPMG's combined non-audit and audit-related fees of approximately $1.51 million represent about 11% of audit fees, well below the 50% threshold that would raise independence concerns; tenure of approximately 21 years is notable and approaching the 25-year threshold at which the policy would require a compelling rationale, but it does not yet trigger a vote against.
1 proposal submitted by shareholders
Proposal 4
The full text of Proposal 4 was not included in the filing excerpt provided, making it impossible to identify the filer, evaluate the specific ask, or assess prior-year support history. In the absence of sufficient information to affirmatively support the proposal on its merits, and given that the board recommends against it, the appropriate determination under the policy is to vote AGAINST until the proposal text can be reviewed. Shareholders should read the complete proxy statement beginning at page 115 before casting their vote on this proposal.
The 2026 Centene ballot is dominated by a serious board accountability concern: CNC's stock has lost roughly 45% over three years while the company's own disclosed peer group gained about 26% on average, a 70-percentage-point gap that triggers Against votes for eight of nine director nominees under the policy's TSR framework. The Say on Pay vote is supported because the pay program functioned correctly — incentive awards were sharply reduced when performance missed targets — while the auditor ratification passes cleanly on fees, with only a watchful note on KPMG's 21-year tenure approaching the policy's 25-year review threshold.
13 companies disclosed in 2026 proxy filing
