8-KLeadership ChangesCorporate ChangesRegulation FD+2

CENTENE CORP 8-K Report, Executive Changes (Sep 7, 2021)

Filed September 7, 2021For Securities:CNC

Summary

Centene Corporation (CNC) announced significant executive leadership changes on September 7, 2021, with the appointment of Sarah London as Vice Chairman of the Board and Brent Layton as President and Chief Operating Officer. These promotions reflect a strategic move to enhance the company's operational and strategic oversight, with both executives reporting to Chairman and CEO Michael F. Neidorff. Ms. London's expanded role will encompass Health Care Enterprises, technology divisions, digitalization, strategy, and risk management, leveraging her recent experience in technology and venture capital. Mr. Layton will lead markets, products, marketing, medical management, international operations, and business development, building on his over 20 years of experience with Centene. These appointments are accompanied by updated compensation packages for both executives, including substantial base salaries, bonus targets, long-term incentive opportunities, and significant stock grants vesting over three years. Additionally, Sarah London has been appointed to the Board of Directors, increasing its maximum size from twelve to thirteen members. The company also announced a renaming of its executive office structure to the "Office of the Chairman and CEO," comprising Neidorff, London, and Layton, indicating a collaborative leadership approach for future strategic initiatives.

Key Highlights

  • 1Sarah London appointed Vice Chairman of the Board and to the Board of Directors.
  • 2Brent Layton appointed President and Chief Operating Officer.
  • 3Both London and Layton will report to Chairman and CEO Michael F. Neidorff.
  • 4London's responsibilities include Health Care Enterprises, technology, strategy, and risk management.
  • 5Layton's responsibilities include markets, products, marketing, and international operations.
  • 6Board size increased from 12 to 13 members to accommodate new appointments.
  • 7Significant compensation adjustments, including base salary, bonus targets, long-term incentives, and restricted stock unit grants, were made for both executives.

Frequently Asked Questions

Sarah London has been appointed Vice Chairman of the Board of Directors and a member of the Board. Brent Layton has been appointed President and Chief Operating Officer. Both executives will report to Chairman and CEO Michael F. Neidorff.

Ms. London will oversee the Health Care Enterprises division, technology divisions, business digitalization, corporate strategy, quality operations, internal audit, compliance, and enterprise risk management. Mr. Layton will oversee the markets and products divisions, as well as marketing, medical management, international operations, business development, business operations, and population health.

The appointments come with new compensation structures for both individuals. Ms. London will have a base salary of $1,250,000 with a 150% target bonus and a 150% target long-term incentive opportunity, along with a $300,000 bonus and 110,000 restricted stock units. Mr. Layton will have a base salary of $1,100,000 with a 150% target bonus and a 150% target long-term incentive opportunity, along with 110,000 restricted stock units.

The Board of Directors approved an amendment to the company's bylaws to increase the maximum number of board members from twelve to thirteen, allowing for the appointment of Sarah London as a director.