4/A: Centene COO Amends Ownership, Details Stock Awards

Centene's Chief Operating Officer, Susan Raye Smith, filed an amended Form 4 detailing changes in her beneficial ownership, including new stock awards and unvested performance units.

Summary

• Susan Raye Smith, Centene Corp's Chief Operating Officer, filed an amended Form 4 to update her beneficial ownership.
• The amendment clarifies an original filing from January 28, 2026.
• Smith acquired 112,823 shares of Common Stock on January 26, 2026, as part of an award.
• This award comprises 45,129 restricted stock units (RSUs) and 67,694 performance stock units (PSUs) reported at target level.
• The RSUs will vest in three annual installments beginning March 15, 2027.
• The PSUs are set to vest on March 15, 2029, with the actual number ranging from 0% to 200% of target based on Centene's stock price performance between the final 20 trading days of 2025 and the final 60 trading days of 2028.
• The amendment specifically removed 9,651 shares representing unvested performance stock units for the period ending December 31, 2025, which did not meet their vesting criteria as determined by the Compensation and Talent Committee on January 26, 2026.
• Following these transactions, Smith's total beneficial ownership stands at 215,638 shares, including 80,466 shares of previously-granted RSUs and PSUs subject to vesting requirements.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as slightly negative due to the non-vesting of a portion of performance stock units, indicating that certain company performance targets were not met. While new awards were granted, the amendment highlights a specific underperformance relative to compensation criteria.

Positives

• Susan Raye Smith received an award of 112,823 shares of Common Stock, aligning her interests with shareholders.
• A significant portion of the new award (67,694 performance stock units) is tied to the company's stock price performance, incentivizing long-term value creation.

Negatives

• 9,651 performance stock units for the period ending December 31, 2025, did not meet their vesting criteria and were removed from the COO's total holdings, indicating certain performance targets were not achieved.

Risks

• The vesting of 67,694 performance stock units is contingent on Centene's future stock price performance, introducing variability in the executive's ultimate compensation.
• Failure to meet performance targets for future stock unit awards could result in lower executive compensation than anticipated.

Future Outlook

The future compensation for the Chief Operating Officer includes performance stock units whose vesting on March 15, 2029, is directly tied to Centene's stock price performance between the final 20 trading days of 2025 and the final 60 trading days of 2028. Additionally, restricted stock units will vest in annual installments starting March 15, 2027.

Management Comments

• The Compensation and Talent Committee determined on January 26, 2026, that 9,651 performance stock units for the performance period ending December 31, 2025, did not meet their vesting criteria.

Industry Context

StockSavvy.ai notes that this Form 4/A filing is a routine disclosure of executive compensation and ownership changes, common across publicly traded companies. It reflects the ongoing use of equity-based incentives, such as restricted and performance stock units, to align executive interests with long-term shareholder value, a standard practice in the healthcare industry and beyond.

Comparison to Industry Standards

• The use of performance stock units tied to stock price performance is a common executive compensation mechanism, similar to plans at peers like UnitedHealth Group (UNH) or Anthem (now Elevance Health, ELV), which often link a portion of executive equity awards to market-based metrics or relative total shareholder return.
• The structure of multi-year vesting for restricted stock units is also standard, promoting executive retention and long-term commitment, consistent with practices observed in large-cap healthcare providers.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency on executive compensation and the application of performance-based vesting criteria, which can influence perceptions of management accountability.
• Chief Operating Officer: Directly impacts the executive's total compensation and beneficial ownership in the company, with a portion of potential earnings tied to future company performance.

Next Steps

• Vesting of 45,129 restricted stock units in three annual installments beginning March 15, 2027.
• Vesting of 67,694 performance stock units on March 15, 2029, contingent on stock price performance.

Key Dates

Recommendation

This filing is a routine disclosure of executive compensation and ownership changes, specifically an amendment clarifying a previous filing and detailing new equity awards alongside the non-vesting of some performance units. It does not contain information that would fundamentally alter the investment thesis for Centene Corp. The non-vesting of a relatively small number of PSUs is a minor detail in the broader context of a large public company's operations and does not warrant a change in investment recommendation based solely on this filing.

Keywords

Centene, CNC, Form 4/A, Insider Trading, Beneficial Ownership, Stock Award, Restricted Stock Units, Performance Stock Units, Executive Compensation, Corporate Governance