8-KLeadership Changes

CENTENE CORP 8-K Report, Executive Changes (Sep 27, 2021)

Filed September 27, 2021For Securities:CNC

Summary

Centene Corporation (CNC) announced the departure of Jeffrey A. Schwaneke, former Executive Vice President of HealthCare Enterprises, effective September 22, 2021. This departure was mutually agreed upon and is detailed in a Separation Agreement dated September 26, 2021. Investors should note that while Mr. Schwaneke will receive standard severance benefits, including one year of base salary and subsidized COBRA, he will not receive a prorated bonus for 2021 or continued vesting of his outstanding equity awards. To compensate for the forfeiture of these benefits, Centene has agreed to a lump-sum cash payment of $3,000,000 to Mr. Schwaneke. This payment is contingent upon the execution and non-revocation of a release of claims. The company has indicated that the full separation agreement will be filed in its next quarterly report on Form 10-Q. This filing primarily concerns a change in executive personnel and the associated compensation arrangements.

Key Highlights

  • 1Departure of Jeffrey A. Schwaneke, EVP of HealthCare Enterprises, effective September 22, 2021.
  • 2Separation was mutually agreed upon by Centene and Mr. Schwaneke.
  • 3Mr. Schwaneke will receive one year of base salary and subsidized COBRA benefits as per his executive severance agreement.
  • 4No prorated 2021 annual bonus will be paid to Mr. Schwaneke.
  • 5Outstanding and unvested equity awards for Mr. Schwaneke will not continue to vest.
  • 6A lump-sum cash payment of $3,000,000 is to be made to Mr. Schwaneke in exchange for relinquishing accelerated vesting.
  • 7The Separation Agreement is subject to the execution and non-revocation of a release of claims.

Frequently Asked Questions

Jeffrey A. Schwaneke and Centene Corporation mutually agreed that he would resign from his employment. The filing does not provide a specific reason for the mutual agreement.

Mr. Schwaneke will receive one year of his current base salary and subsidized COBRA benefits, in accordance with Centene's previously disclosed Executive Severance and Change in Control Agreement.

No, Mr. Schwaneke will not receive a prorated annual bonus for 2021. Furthermore, his outstanding and unvested Centene equity awards will not continue to vest following his resignation.

In exchange for relinquishing any accelerated vesting of his equity awards, Mr. Schwaneke will receive a lump-sum cash payment of $3,000,000. This payment is contingent upon him executing and not revoking a release of claims.