Frederick Eppinger
CENTENEAbout Frederick H. Eppinger
Independent, non‑executive Chairman of the Board at Centene (CNC), age 66, and a director since April 2006 (≈19 years of tenure). He is currently President & CEO and a director of Stewart Information Services Company (NYSE:STC). Education: BA, College of the Holy Cross; MBA, Tuck School of Business at Dartmouth. Core credentials include >35 years in insurance/financial services, prior Fortune 500 CEO experience, and deep board governance exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewart Information Services Company (NYSE: STC) | Chief Executive Officer; Director | CEO 2019–present; Director 2016–present | Led real estate services/title insurer; public company leadership |
| The Hanover Insurance Group, Inc. (NYSE: THG) | Director, President & CEO | 2003–2016 | Grew Hanover from regional to global P&C carrier |
| Hartford Financial Services Group (NYSE: HIG) | EVP, P&C Field & Service Ops | 2001–2003 | Senior operating leadership |
| Channel Point | EVP, Industry Services/Marketing/Service Ops | 2000–2001 | Tech-enabled insurance services |
| McKinsey & Co. | Senior Director & Partner | 1985–2000 | Insurance/financial services/health practices |
| Coopers & Lybrand | Accountant | (early career) | Accounting foundation |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Stewart Information Services Company (NYSE: STC) | Director; President & CEO | Current | Only current public company board listed . |
| The Hanover Insurance Group, Inc. | Director (prior) | Former | Prior public board service . |
| QBE Insurance Group Ltd (ASX: QBE) | Director (prior) | Former | Prior non‑U.S. public board service . |
No related‑party transactions disclosed for Mr. Eppinger; board affirmed independence for all nominees except CEO and one former employee director .
Board Governance
| Topic | Detail |
|---|---|
| Board leadership | Independent, non‑executive Chairman; presides at Board and executive sessions; approves agendas; engages with shareholders as appropriate . |
| Committee assignments | Quality Committee member (4 meetings in 2024) . |
| Independence | “Independent – Yes” for Mr. Eppinger; Board determined all nominees independent except two (due to current/recent employment) . |
| Attendance & engagement | In 2024, each director attended ≥75% of aggregate Board/committee meetings; average attendance 96%; all directors attended the 2024 annual meeting . |
| Years of service | Director since April 2006; Board highlights chairman’s ~19 years to balance refreshment . |
| Executive sessions | Non‑management directors meet in executive session at least quarterly . |
| Committee focus (Quality) | Oversees quality improvement, member experience, provider experience/strategy, value‑based contracting, and data/technology strategy . |
Fixed Compensation (Non‑Employee Director Compensation – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $100,000 | Standard non‑employee director retainer . |
| Additional cash retainer (Independent Chairman) | $90,000 | Increment for independent chair role . |
| Annual RSU grant (director) | $225,000 | 2,916 RSUs granted May 14, 2024; vest on earlier of May 14, 2025 or 2025 AGM . |
| Additional RSU grant (Independent Chairman) | $150,000 | 1,945 RSUs; same vesting as annual grant . |
| 2024 reported comp – Fees Earned or Paid in Cash | $190,000 | Reflects base retainer plus chair cash retainer; election to convert some cash to RSUs noted below . |
| 2024 reported comp – Stock Awards | $375,026 | Reported “Stock Awards” column (excludes cash-to-RSU conversion in main total) . |
| 2024 reported comp – All Other Compensation | $25,000 | Board charitable matching program . |
| 2024 reported Total | $590,026 | Sum as reported . |
| Cash converted to RSUs (grant-date value) | $99,968 | Elected conversion of $100,000 cash retainer into RSUs . |
Directors may elect to receive cash retainers in deferred stock units; in 2024 Mr. Eppinger converted $100,000, with a grant‑date fair value of $99,968 .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity | Service‑based RSUs only | Annual and additional chair RSUs vest at the earlier of the 2025 AGM or May 14, 2025; no performance metrics for director equity . |
Company‑wide compensation policies prohibit director/executive hedging/pledging; no tax gross‑ups; option repricing prohibited .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Stewart Information Services Company (CEO & Director) . |
| Potential interlocks/conflicts | Related‑party transactions disclosed only for another director (LifeStance); none for Mr. Eppinger . |
| Directorship limits | Policy limits service to no more than three other public boards; majority‑independent board; strong refreshment practices . |
Expertise & Qualifications
- Leadership: Former Fortune 500 CEO; >20 years executive leadership .
- Insurance/financial services: >35 years industry experience; McKinsey insurance/financial/health practices .
- Finance/accounting foundation: Early career at Coopers & Lybrand; oversight of reporting as CEO .
- Governance: >20 years as a director across U.S./international public companies .
- Strategic transactions: Scaled Hanover into global P&C carrier .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Outstanding shares owned | 176,322 | As of March 14, 2025 . |
| Shares acquirable within 60 days | 175,877 | Primarily deferred/settling stock units; includes 171,016 RSUs acquired through the Non‑Employee Directors Deferred Stock Compensation Plan . |
| Total beneficial ownership | 352,199 | <1% of outstanding; company had 496,060,052 shares outstanding . |
| Options (exercisable/unexercisable) | 0 / 0 | As of 12/31/2024 . |
| Unvested RSUs (12/31/2024) | 4,861 | Director equity outstanding at year‑end . |
| Ownership guidelines | 7.5× annual cash retainer; all directors compliant as of 12/31/2024 . | |
| Hedging/pledging | Prohibited for directors and executives . | |
| Section 16 compliance | One late Form 4 was for another director; otherwise compliant; no issue noted for Mr. Eppinger . |
Governance Assessment
- Alignment and independence: Independent, non‑executive chair; long tenure provides continuity amid refreshment; confirmed independent status; no related‑party transactions involving him disclosed .
- Engagement and oversight: Member of the Quality Committee overseeing member/provider experience and data/technology strategy; executive sessions held at least quarterly; 2024 attendance standards met (board average 96%) .
- Ownership alignment: Significant beneficial ownership including deferred stock units; strong ownership guideline (7.5× retainer) with compliance disclosed; hedging/pledging prohibited .
- Compensation structure: Director pay is primarily equity‑based RSUs with service‑based vesting; as chair he receives additional equity and cash retainers; elected to take a portion of cash in RSUs, reinforcing alignment .
- RED FLAGS: None disclosed specific to Mr. Eppinger (no attendance, related‑party, pledging, or compliance issues). Note he is an active public‑company CEO (STC), but the company enforces limits on outside directorships and reported no attendance concerns in 2024 .
Board context: The Board has responded to shareholder feedback (notably after a low say‑on‑pay in 2022) with changes to compensation/governance; 2024 say‑on‑pay passed; continued engagement reported .