CENTENE CORP (CNC)
Sector: Health Care
2026 Annual Meeting Analysis
CENTENE CORP · Meeting: May 12, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Blume has served on the board since 2018, meaning her entire tenure overlaps with the severe stock decline; CNC's 3-year return of -48.9% trails the healthcare sector ETF (XLV) by 67 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year record (-51.2% vs XLV) does not provide the mitigating improvement needed to downgrade the vote to FOR.
Mr. Burdick joined the board in January 2022, so his entire tenure coincides with the period of severe underperformance; CNC's 3-year return of -48.9% trails XLV by 67 percentage points, well above the 30-point trigger, and because he joined in 2022 there is no meaningful prior 5-year track record to serve as a mitigant.
Mr. Coughlin has been a director since January 2022, fully overlapping the 3-year underperformance window; CNC's stock fell nearly 49% while the healthcare sector ETF (XLV) gained 18%, a 67-point gap that triggers a vote against, and no 5-year mitigant is available given his tenure began in 2022.
Mr. Dallas has served since January 2020, giving him a tenure that fully encompasses both the 3-year and 5-year measurement windows; CNC's 3-year loss of 48.9% trails XLV by 67 points (trigger threshold is 30 points), and the 5-year comparison similarly shows deep underperformance, so the 5-year mitigant does not apply.
Mr. Eppinger has been on the board since 2006 and is the longest-tenured director; CNC's 3-year decline of 48.9% trails XLV by 67 points, well above the 30-point trigger for negative absolute returns, and the 5-year record provides no mitigation; as a sitting CEO at Stewart Information Services, he holds one outside public board seat which is within the policy limit, so no overboarding flag applies, but the TSR trigger alone warrants a vote against.
Mr. Ford joined in November 2022, so his entire tenure falls within the 3-year underperformance window; CNC's 3-year loss of 48.9% lags XLV by 67 points, triggering a vote against, and no 5-year mitigant exists; while his three outside board seats do not technically breach the four-seat overboarding limit, the combination of TSR underperformance during his full tenure supports a vote against.
Ms. London became a director in September 2021 and has been CEO since March 2022, meaning her tenure fully overlaps the period of severe underperformance; the policy explicitly subjects executive directors to the same TSR trigger as all other directors, and CNC's 67-point gap versus XLV far exceeds the 30-point threshold; this vote against her as a director is separate from and independent of the Say on Pay analysis.
Mr. Samuels joined in January 2022, so his board tenure entirely overlaps the 3-year underperformance period; CNC's 3-year return of -48.9% trails XLV by 67 points, which is more than double the 30-point trigger threshold for companies with negative absolute returns, and no 5-year track record mitigant is available.
For Analysis
Mr. Tanji was appointed to the board in February 2025, which is less than 24 months before the meeting date, so the policy's new-director exemption applies and he cannot be held accountable for performance that predates his appointment; no other flags (overboarding, attendance, independence, qualifications) are present.
Eight of nine directors are voted against primarily due to the severe TSR underperformance trigger: CNC's 3-year stock return of -48.9% trails the healthcare sector ETF (XLV) by 67 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year record (-51.2%) provides no mitigation. The only exception is Kenneth Tanji, who joined in February 2025 and is exempt as a new director under the 24-month exemption rule.
Say on Pay
✓ FORCEO
Sarah M. London
Total Comp
$19,506,298
Prior Support
N/A
The CEO's reported total compensation of approximately $19.5 million is substantial but must be assessed in the context of pay structure quality and actual payouts: the annual cash incentive paid out at only 71.6% of target (with the largest component, adjusted diluted EPS at 60% weight, paying zero due to the earnings miss), and the 2023-2025 performance stock award cycle paid out at 0% because all three metrics — earnings growth, net earnings margin, and relative TSR — missed threshold; this is a meaningful demonstration that the pay program actually reduced executive pay when performance fell short. The compensation structure is heavily weighted toward variable pay (approximately 93% of CEO target compensation is at-risk), uses multi-year performance metrics with real teeth, and includes a clawback policy, all of which align with good pay-for-performance principles; while the absolute dollar amount of CEO pay is high relative to the company's current market cap, the pay benchmarking targets the 50th percentile of a peer group that includes very large managed care and healthcare distribution companies, and the actual realized pay was sharply reduced in line with poor results.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
20 yrs
Audit Fees
$13,363,000
Non-Audit Fees
$1,510,000
KPMG's non-audit fees (audit-related fees of $1,510,000) represent about 11% of the core audit fees ($13,363,000), which is well below the 50% threshold that would raise independence concerns; KPMG has been the auditor since 2005 (approximately 20 years), which is below the 25-year tenure trigger; KPMG is a Big 4 firm appropriate for a company of Centene's size and complexity; no material restatements attributable to audit failure are noted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal
The full text of Proposal 4 was not available in the provided filing extract — the section was cut off before the proposal content, proponent name, and supporting statement were disclosed; without being able to classify the filer type, evaluate the ask, or assess prior-year vote history, a definitive FOR or AGAINST determination cannot be responsibly made under the policy framework, so an ABSTAIN determination is appropriate pending review of the complete proxy text.
Overall Assessment
The 2026 Centene annual meeting ballot is dominated by the company's severe stock underperformance — CNC lost nearly 49% over three years while the healthcare sector ETF (XLV) gained 18%, a 67-point gap that triggers a vote against eight of nine director nominees under the TSR policy (only the newly appointed Kenneth Tanji is exempt); the Say on Pay vote is FOR because the incentive plan actually worked as designed, with both the annual bonus paying below target and the 3-year performance stock award paying zero, demonstrating genuine pay-for-performance alignment despite high target pay levels, and the auditor ratification is also FOR given KPMG's clean fee structure and appropriate tenure.