Christopher Coughlin
CENTENEAbout Christopher J. Coughlin
Christopher J. Coughlin (age 72) is an independent director at Centene (CNC) since January 2022. He chairs the Compensation & Talent Committee and serves on the Audit & Compliance Committee, where he is designated an “audit committee financial expert.” He is a former EVP & CFO of Tyco International, EVP & CFO of Pharmacia, and CFO/COO of Interpublic Group, and holds a B.S. from Boston College. He has been recognized by NACD (New Jersey) as 2022 Director of the Year and previously as NACD Corporate Director of the Year (2015).
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Tyco International Ltd. | EVP & CFO (2005–2010); Senior Advisor to CEO and Director (2010–2012) | ~7 years | Instrumental in post‑scandal turnaround and separation into six public companies |
| Interpublic Group of Companies | CFO and COO (2003–2004) | ~1–2 years | Senior finance/operator across corporate transformation |
| Pharmacia Corporation | EVP & CFO (1998–2003) | ~5 years | Global pharma finance leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Current public boards | — | None | No current public company directorships |
| Allergan plc; Alexion Pharmaceuticals; Covidien plc; Dipexium Pharmaceuticals; Perrigo; Prestige Consumer Healthcare; Karuna Therapeutics; Hologic; Dun & Bradstreet; Forest Laboratories; Interpublic Group; Monsanto | Director (various) | Prior | Broad large‑cap board experience across healthcare/industrials/media |
Board Governance
- Independence: Board determined Mr. Coughlin is independent under NYSE rules; he is not management and had no disqualifying relationships disclosed.
- Committee assignments: Chair—Compensation & Talent Committee; Member—Audit & Compliance Committee; designated audit committee financial expert.
- Board/committee meetings in 2024: Board (10); Audit & Compliance (9); Compensation & Talent (7); Governance (7); Quality (4). Each director attended at least 75% of applicable meetings; average attendance 96%.
- Executive sessions: Independent directors meet regularly in executive sessions at board and committee meetings.
- Interlocks: Compensation & Talent Committee interlocks—none; members (incl. Coughlin) were independent and had no Item 404 related-party relationships; no reciprocal executive/comp committee overlap with other issuers.
- Section 16 compliance: One late Form 4 in 2024 was filed on Mr. Coughlin’s behalf (single transaction).
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard non‑employee director retainer |
| Committee chair retainer (CTC Chair) | 20,000 | Chair fee level for Compensation & Talent Committee |
| Equity—Annual RSUs | 224,969 | Annual grant valued at $225,000; RSUs vest at earlier of May 14, 2025 or 2025 annual meeting |
| Cash converted to RSUs (election) | 119,948 | Mr. Coughlin elected to convert $100,000 director retainer + $20,000 chair retainer into RSUs |
| All other compensation | 25,000 | Board charitable matching gift program |
| Total reported 2024 compensation | 369,969 | Fees earned $120,000; Stock awards $224,969; All other $25,000 |
Additional structure/context (Board-wide, 2024):
- Director equity award level increased to $225,000; Chair fees: Audit Chair $30,000; CTC Chair $20,000; Governance Chair $20,000; Quality Chair $20,000; Independent Chair additional $90,000 cash + $150,000 RSUs.
Performance Compensation
| Equity Instrument | Quantity/Terms | Vesting/Performance | 2024 Activity |
|---|---|---|---|
| Annual RSUs (director) | 2,916 RSUs | Service‑based; vests at earlier of May 14, 2025 or 2025 annual meeting | Granted May 2024; fair value ~$224,969 |
| RSUs from cash conversion (director election) | Amount reflects $119,948 cash converted | Service‑based RSUs under Non‑Employee Directors Deferred Stock Compensation Plan | Election disclosed; grant date fair value shown in Stock Awards detail |
| Options (legacy) | 6,666 exercisable; 3,334 unexercisable at 12/31/2024 | Legacy director option holdings; no 2024 option grants | Outstanding as of 12/31/2024 |
Notes:
- Directors receive service‑vesting RSUs; no performance metrics/PSUs are used for director equity.
- Hedging/pledging prohibited for directors and executives (alignment safeguard).
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Allergan, Alexion, Covidien, Dipexium, Perrigo, Prestige Consumer Healthcare, Karuna, Hologic, Dun & Bradstreet, Forest Labs, Interpublic, Monsanto |
| Compensation committee interlocks | None disclosed; no reciprocal executive/committee overlaps in 2024 |
Expertise & Qualifications
- Financial expertise: Former Fortune 500 CFO; designated audit committee financial expert at CNC.
- Transaction/turnaround experience: Led Tyco post‑scandal restructuring into six public companies; extensive M&A oversight as executive and director.
- Healthcare/regulated industry exposure: Senior roles at Pharmacia; board service across healthcare names.
- Governance recognition: NACD Director of the Year (NACD NJ, 2022) and NACD Corporate Director of the Year (2015).
- Education: B.S., Boston College.
Equity Ownership
| Measure | Value | As of | Source |
|---|---|---|---|
| Beneficial ownership—Outstanding shares | 30,098 | 3/14/2025 | |
| Beneficial ownership—Shares acquirable within 60 days | 16,757 | 3/14/2025 | |
| Total beneficial ownership | 46,855 | 3/14/2025 | |
| % of shares outstanding | <1% | 3/14/2025 | |
| Director options outstanding (exercisable / unexercisable) | 6,666 / 3,334 | 12/31/2024 | |
| Unvested director RSUs | 2,916 | 12/31/2024 | |
| Ownership guideline (Board) | 7.5x annual cash retainer; all directors in compliance | 12/31/2024 | |
| Hedging/pledging | Prohibited for directors/officers | Policy current |
Fixed vs Equity Mix (Director)
| Component | Cash | Equity |
|---|---|---|
| Standard annual design (2024) | $100,000 retainer; CTC Chair $20,000 | $225,000 annual RSUs; optional deferral/conversion of cash to RSUs |
| Mr. Coughlin 2024 elections | Converted $120,000 cash to RSUs | Annual RSUs $224,969 + $119,948 from cash deferral |
Potential Conflicts and Related‑Party Exposure
- Related party transactions: None involving Mr. Coughlin disclosed under Item 404; Governance Committee reviews transactions >$120,000 for related persons. (LifeStance arrangements involve another director; not applicable to Coughlin.)
- Inter‑company/competitive interlocks: None disclosed for Mr. Coughlin; committee interlock statement reports none.
- Shares pledged/hedged: Company prohibits hedging and pledging; no exceptions disclosed.
Attendance and Engagement
- Attendance: Every director met at least 75% attendance in 2024; average 96% across Board/committees.
- Annual meeting attendance: All directors at the time attended the 2024 annual meeting.
Governance Assessment
-
Strengths:
- Independent director; chairs Compensation & Talent Committee; strong finance/audit oversight; designated audit committee financial expert (supports pay design rigor and audit risk oversight).
- High ownership alignment: elected to receive all cash retainers in RSUs; subject to 7.5x retainer ownership guideline; hedging/pledging prohibited.
- Broad large‑cap board and transaction experience; recognized governance credentials (NACD awards).
- No related‑party exposure disclosed; no compensation committee interlocks.
-
Watch items / minor flags:
- One late Section 16 Form 4 (administrative). Monitor for recurrence.
- Committee chair tenure policy targets max ~7 years—good refresh discipline; continue to monitor chair rotations.
Overall, Coughlin’s deep CFO and governance background, independence, and equity-heavy pay elections support investor confidence in compensation oversight and financial discipline, with limited conflict risk evidenced by clean related‑party disclosures and strong ownership alignment.