James Dallas
CENTENEAbout H. James Dallas
Independent director of Centene Corporation since January 2020; age 66. Former Senior Vice President of Quality and Operations and former CIO at Medtronic, with more than 40 years of executive and IT experience; education includes a BS from the University of South Carolina–Aiken and an MBA from Emory University . Centene’s Board affirms his independence under NYSE rules; he currently serves on the Audit & Compliance Committee and Quality Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | SVP, Quality & Operations; SVP & CIO | 2011–2013; 2006–2011 | Led enterprise quality/operations and IT; deep operational risk and IT security exposure |
| Georgia-Pacific Corporation | VP & CIO; President, Lumber Division | 2002–2006; earlier roles 1984–2002 | Enterprise change mgmt; operations and divisional leadership |
| Independent Consultant | Focus on change mgmt, IT strategy, and risk | 2013–present | Advises on transformational initiatives and risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyCorp | Director | Current | Public-company governance; financial services oversight |
| Grady Memorial Hospital Corporation | Director | Current | Healthcare provider governance; community health oversight |
| WellCare Health Plans, Inc. | Director (prior) | Prior | Participated in sale to Centene; integration and transaction oversight |
| Strategic Education, Inc.; Capella Education Company | Director (prior) | Prior | M&A participation (Capella acquired by Strategic Education) |
Board Governance
- Committee assignments: Audit & Compliance (member); Quality (member). Audit & Compliance held 9 meetings in 2024; Quality held 4 .
- Independence: Board determined Dallas is independent under NYSE standards; no material related-party transactions disclosed for him .
- Attendance: In 2024, each director attended at least 75% of meetings; average attendance was 96% across Board and committees (individual rates not disclosed) .
- 2025 election support: Strong shareholder support indicated by votes below .
| 2025 Annual Meeting Director Vote (May 13, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| H. James Dallas | 422,925,766 | 3,395,050 | 222,716 | 18,330,279 |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 224,969 (annual RSU award value) | 25,000 (charitable match) | 349,969 |
- Program structure: Non-employee directors receive $100,000 annual cash retainer and annual RSUs valued at $225,000; chair fees apply to committee chairs (Dallas is not a chair) . Stock ownership guideline requires ownership of 7.5x annual cash retainer within five years; as of December 31, 2024, all directors were in compliance .
Performance Compensation (Equity Awards and Vesting)
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Annual RSU | May 14, 2024 | 2,916 RSUs | ~224,969 | Vest on earlier of May 14, 2025 or 2025 Annual Meeting |
| Option Awards | — | 10,000 exercisable; 0 unexercisable | Not disclosed | Strike price/expiration not disclosed |
- Company policies: No tax gross-ups; prohibition on hedging/pledging; no single-trigger stock grants (double-trigger provisions) .
Other Directorships & Interlocks
| Company | Relationship to CNC | Potential Interlock/Conflict |
|---|---|---|
| KeyCorp (bank) | Unrelated; Dallas is director | No related transactions disclosed; Board affirms independence |
| Grady Memorial Hospital Corporation (provider) | Unrelated to CNC contracts disclosed | No related-party exposure disclosed |
| Prior: WellCare Health Plans | Former board; later acquired by CNC | Experience with transaction; no continuing conflict disclosed |
Expertise & Qualifications
- Technology and risk: Former CIO roles; in-depth knowledge of enterprise change mgmt, operational risk mgmt, IT security, and data privacy .
- Healthcare exposure: Board roles at healthcare payers/providers (WellCare; Grady) align with CNC’s regulated healthcare environment .
- Public-company governance: 15+ years across multiple public boards; transaction integration experience .
- Leadership: Senior executive roles overseeing operations and quality in heavily regulated sectors .
Equity Ownership
| Metric | FY 2022 (as of Feb 25, 2022) | FY 2023 (as of Mar 13, 2023) | FY 2025 (as of Mar 14, 2025) |
|---|---|---|---|
| Outstanding Shares (#) | 29,719 | 26,084 | 33,047 |
| Shares Acquirable Within 60 Days (#) | 7,018 | 17,828 | 18,949 |
| Total Beneficial Ownership (#) | 36,737 | 43,912 | 51,996 |
| Percent of Class (%) | <1% | <1% | <1% |
| Unvested RSUs (#) | — | 2,323 (as of 2023 table) | 2,916 (May 2024 grant) |
| Options – Exercisable (#) | 7,018 (legacy) | 17,828 (within 60 days includes options/RSUs) | 10,000 exercisable |
- Ownership guideline compliance: All directors compliant with the 7.5x cash retainer guideline as of Dec 31, 2024 .
- Pledging/hedging: Prohibited by company policy .
Governance Assessment
- Effectiveness: Dallas brings operational risk and IT security depth to the Audit & Compliance and Quality Committees, aligning with CNC’s oversight of cybersecurity, AI, and data strategy within committee remits . His healthcare and transaction background supports quality improvement oversight and integration discipline .
- Investor confidence: Strong “FOR” vote in 2025 director election suggests shareholder support; say‑on‑pay passed comfortably in 2025, indicating an improved governance/compensation environment broadly at CNC .
- Alignment: Equity-heavy director pay (annual RSUs plus cash retainer) and ownership guidelines support long-term alignment; Dallas’s beneficial ownership has increased since 2022 .
- Conflicts/RED FLAGS: No related‑party transactions disclosed for Dallas; Board affirmed independence. Company prohibits hedging/pledging and tax gross‑ups; no repricing of options without shareholder approval. No individual attendance concerns disclosed; Board-wide attendance was robust in 2024 .