Andrew Asher
CENTENEAbout Andrew Asher
Andrew L. Asher, 56, is Centene’s Chief Financial Officer since May 2021, after serving as EVP, Specialty from January 2020 to May 2021 and previously as CFO of WellCare from 2014–2020 . In 2024 his annual cash incentive was positively adjusted due to expanded scope (assumed oversight of Medicaid and Markets) and paid at 200% funding, yielding $2,562,500, while 2022–2024 PSUs vested at 44.6% (23,123 shares), evidencing rigorous pay-for-performance calibration amid mixed TSR outcomes in that cycle . He held 292,419 shares beneficially as of March 14, 2025 (<1% of outstanding), with meaningful unvested RSUs/PSUs and a performance option contingent on share price, aligning long-term incentives with margin, growth, and relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centene | Chief Financial Officer | May 2021–Present | Expanded scope in 2024 to include Medicaid and Markets, contributing to a positively adjusted annual incentive payout |
| Centene | EVP, Specialty | Jan 2020–May 2021 | Senior leadership in specialty businesses ahead of CFO appointment |
| WellCare Health Plans | Chief Financial Officer | Nov 2014–Jan 2020 | Led finance through combination with Centene (CNC completed acquisition of WellCare in Jan 2020) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed for Mr. Asher in the proxy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) |
|---|---|---|
| 2024 | 1,025,000 | 125% |
| 2023 | 1,025,000 | 125% |
| 2022 | 1,007,115 | 125% (per employment agreement) |
Performance Compensation
Annual Cash Incentive – Structure and 2024 Outcome
| Metric (2024 framework) | Notes | 2024 Target Opportunity ($) | 2024 Funding Rate | 2024 Payout ($) |
|---|---|---|---|---|
| Adjusted Diluted EPS; Quality & Enterprise Goals; individual adjustment | Committee applied positive individual adjustment for expanded scope; plan is formula-based | 1,281,250 | 200% | 2,562,500 |
2025 Annual Cash Incentive metrics: Adjusted Diluted EPS 60%, Organic Premium and Service Revenue 20%, Quality and Strategic Goals 20% .
Long-Term Incentives – 2024 Grants and Performance Design
| LTI Component | Performance Metrics | Weight | Grant Detail (Target Units/$) | Vesting |
|---|---|---|---|---|
| PSUs (Growth) | Adjusted Pre-Tax Earnings Growth CAGR | 34% | 9,793 target PSUs (Mar 15, 2024 grant) | Vest after 3-year period (2024–2026) |
| PSUs (Margin) | Average Adjusted Pre-Tax Earnings Margin | 33% | 9,793 target PSUs (Mar 15, 2024 grant) | Vest after 3-year period (2024–2026) |
| PSUs (TSR) | 3-year relative TSR (25th/55th/80th percentile threshold/target/max; payout capped at 100% if absolute TSR negative) | 33% | 10,089 target PSUs (Mar 15, 2024 grant) | Vest after 3-year period (2024–2026) |
| RSUs (Service-based) | Time-based | — | 31,957 RSUs (Mar 15, 2024) | One-third vests annually |
2024 LTI target value awarded: $7,179,353 (PSUs $4,749,023; RSUs $2,430,330) .
Prior Cycle Results (2012 Stock Plan, 2022–2024)
| Award | Metric/Program | Target | Actual/Payout | Value/Units |
|---|---|---|---|---|
| PSUs (2022–2024) | 2024 Adjusted Diluted EPS (70% weight); 2024 Adjusted Net Earnings Margin (30% weight) | Target 100% | Total earned 44.6% of target; Asher vested 23,123 shares | Target 51,846; Vested 23,123 shares |
| Cash LTIP (2022–2024) | EPS (35%), Net Earnings Margin (15%), relative TSR (50%) | Target 100% | Earned 22.3% of target | Target $975,000; Payout $217,425 |
Options – Performance Stock Option (PSO)
| Options Outstanding (Unearned) | Exercise Price ($) | Expiration | Vesting Condition |
|---|---|---|---|
| 13,449 | 81.85 | 12/15/2031 | Becomes exercisable if average closing price ≥ $100 for 20 consecutive trading days (after 3rd anniversary) |
Equity Ownership & Alignment
Beneficial Ownership (as of March 14, 2025)
| Shares Outstanding | Asher – Outstanding Shares | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| 496,060,052 | 242,013 | 50,406 | 292,419 | <1% |
Unvested Equity at FY-End (Dec 31, 2024; $60.58/share)
| Instrument | Units | Market/Payout Value ($) |
|---|---|---|
| RSUs (unvested) | 91,270 | 5,529,137 |
| PSUs (target, unearned) | 127,333 | 7,713,833 |
Vesting Schedule Detail
| Vesting Date | RSUs | PSUs (2021 grant) | PSUs (2022 grant) | PSUs (2023 grant) | PSUs (2024 grant) |
|---|---|---|---|---|---|
| 2/4/2025 | — | 7,356 | — | — | — |
| 3/15/2025 | 22,855 | — | — | — | — |
| 4/26/2025 | 11,784 | — | 15,767 | — | — |
| 3/15/2026 | 22,855 | — | — | 67,985 | — |
| 3/15/2027 | 10,653 | — | — | — | 59,348 |
Ownership Policies and Restrictions
- Stock ownership guidelines: Executive Vice Presidents must hold stock equal to 3x base salary; all NEOs were in compliance as of year-end 2024 .
- Retention: Executives must hold shares received from RSU/PSU vesting for one year (net of tax) .
- Hedging/pledging: Prohibited for directors and executives; clawback policy in place; no tax gross-ups under equity plan .
Non-Qualified Deferred Compensation
| Item | Amount ($) |
|---|---|
| Executive contributions (2024) | 177,316 |
| Registrant contributions (2024) | 71,522 |
| Aggregate earnings (2024) | 415,079 |
| Aggregate balance at 12/31/2024 | 2,317,160 |
Employment Terms
Employment Agreement and Severance Framework
| Item | Terms |
|---|---|
| Employment Agreement | Dated April 28, 2022; amended Feb 20, 2023 (removed multi-year guaranteed LTI; annual LTI at committee discretion) |
| Bonus Target | 125% of base salary |
| Non-Compete / Non-Solicit | 12 months post-termination; covenants do not apply following a change-in-control termination |
| Clawback / Gross-ups | Dodd-Frank 954 clawback adopted; no excise tax gross-ups; 280G cutback or best-net approach |
Potential Payments (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Pro Rata Bonus ($) | Unvested RSUs/PSUs ($) | Cash LTIP ($) | Welfare/Other ($) |
|---|---|---|---|---|---|
| Involuntary Not for Cause / Good Reason | 1,025,000 | 2,562,500 | 8,960,872 | 217,425 | 24,587 welfare; 25,000 outplacement |
| Death | 1,025,000 | 2,562,500 | 8,960,872 | 975,000 | 454,587 welfare |
| Disability | 1,025,000 | 2,562,500 | 8,960,872 | 975,000 | 24,587 welfare |
| Termination Following Change in Control (Double Trigger) | 6,057,840 | 1,281,250 | 14,983,009 | 975,000 | 474,832 welfare |
Multi-Year Compensation
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 1,007,115 | 1,025,000 | 1,025,000 |
| Bonus | — | — | — |
| Stock Awards (grant-date fair value) | 5,999,942 | 6,539,668 | 7,179,353 |
| Option Awards | — | — | — |
| Non-Equity Incentive Plan Compensation | 2,687,777 | 2,320,263 | 2,779,925 |
| All Other Compensation | 44,376 | 27,133 | 198,134 |
| Total | 9,739,210 | 9,912,064 | 11,182,412 |
Compensation Structure Analysis
- Increased at-risk mix: Majority of pay in PSUs/RSUs with three-year performance on earnings growth, margin, and relative TSR; no performance stock options granted after 2022 refresh; reduced cash LTIP program thereafter .
- Individual adjusters: 2024 annual incentive allowed individual performance adjustments; Asher’s payout was positively adjusted for expanded responsibilities without base pay increase .
- Governance features: Minimum one-year vesting; no repricing; no evergreen; share ownership and one-year post-vest retention; clawback; no tax gross-ups; double-trigger only in CIC .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; mitigates misalignment risk .
- Double-trigger CIC and 280G cutback/best-net; limits parachute optics .
- 2022–2024 LTI payouts below target (PSUs 44.6%; Cash LTIP 22.3%) signal rigorous targets and moderate realized pay amid recent stock performance headwinds (relative TSR below threshold) .
Equity Ownership & Guidelines Compliance
- EVP guideline: 3x base salary; all NEOs in compliance at year-end 2024; one-year retention post-vest further aligns behavior with shareholders .
Employment Terms Summary
- Agreement amended in 2023 to remove guaranteed multi-year LTI; future awards discretionary and performance-based .
- Non-compete/non-solicit 12 months, waived upon CIC termination; double-trigger vesting and severance .
Investment Implications
- Near-term vesting cadence: Multiple 2025 vesting dates (Feb 4, Mar 15, Apr 26) with substantial RSU/PSU delivery could create limited trading windows; one-year post-vest retention requirement reduces immediate selling pressure, though net-of-tax shares may be sold to cover taxes .
- Pay-for-performance: Sub-target PSU/Cash LTIP outcomes (44.6%/22.3%) demonstrate tight linkage to EPS, margin, and TSR; 2025 annual incentive shifts to 60% EPS and 20% organic revenue, reinforcing focus on profitable growth—beneficial for investors seeking margin and EPS discipline .
- Alignment and retention: Material unvested equity, compliance with ownership guidelines, and discretionary LTI design support retention and shareholder alignment; CIC terms are double-trigger with 2x salary+average bonus and full equity vesting, standard for EVP roles without gross-ups .
- Options sensitivity: PSO requires sustained ≥$100 average price; currently unearned—if shares approach threshold, incremental optionality emerges; otherwise incentive emphasis remains on PSUs tied to profitability and relative TSR .