8-KLeadership Changes

CENTENE CORP 8-K Report, Executive Changes (Jun 1, 2007)

Filed June 1, 2007For Securities:CNC

Summary

Centene Corporation (CNC) announced a significant change in its financial leadership through a Form 8-K filing dated June 1, 2007. The company appointed Eric Slusser as its new Executive Vice President and Chief Financial Officer, effective July 9, 2007. Mr. Slusser brings extensive experience from his previous roles at Cardinal Health, MCI, AES, and Sprint PCS, most recently serving as Executive Vice President of Finance at Cardinal Health. This appointment marks a transition as J. Per Brodin will step down from the CFO role but continue as Senior Vice President and Chief Accounting Officer. The filing also details Mr. Slusser's compensation package, which includes a substantial base salary, performance-based bonuses, and equity awards in the form of stock options and restricted stock units. Additionally, the report outlines severance and change-in-control provisions within Mr. Slusser's employment agreement, providing him with financial protection under specific termination scenarios.

Key Highlights

  • 1Appointment of Eric Slusser as new Executive Vice President and Chief Financial Officer, effective July 9, 2007.
  • 2J. Per Brodin will transition from CFO to Senior Vice President and Chief Accounting Officer.
  • 3Eric Slusser has a strong financial background with prior executive roles at Cardinal Health, MCI, AES, and Sprint PCS.
  • 4Slusser's compensation package includes a $475,000 annual base salary, a 75% target bonus, and long-term incentive plan participation.
  • 5He will receive 75,000 stock options and 25,000 restricted stock units, vesting over five years.
  • 6The filing details severance benefits, including salary continuation and accelerated equity vesting, in the event of termination by the company or resignation for good reason, especially following a change in control.
  • 7The agreement includes non-competition and non-solicitation clauses for one year post-termination.

Frequently Asked Questions

Eric Slusser has been appointed as the new Executive Vice President and Chief Financial Officer. His appointment is effective July 9, 2007.

Mr. Slusser, 47, has a comprehensive financial background. Most recently, he served as Executive Vice President of Finance, Chief Accounting Officer, and Controller at Cardinal Health, Inc. Prior to that, he held senior financial positions at MCI, Inc., AES, and Sprint PCS.

His compensation includes an annual base salary of $475,000, a target bonus of 75% of his salary, participation in the company's long-term incentive compensation plan, 75,000 stock options, and 25,000 restricted stock units. The equity awards vest equally over five years.

In the event of termination by the company without cause or by Mr. Slusser for good reason (within 24 months of a change in control), he is entitled to 24 months of salary, average of the last two annual bonuses, a prorated bonus for the termination year, 18 months of medical coverage, and full vesting of equity awards. Without a change in control, he receives 12 months of salary continuation, a prorated bonus, 12 months of medical coverage, and 12 months of continued equity vesting.