Kenneth Burdick

About Kenneth A. Burdick

Kenneth A. Burdick (age 66) has served on Centene’s Board since January 2022. He is Executive Chairman of LifeStance Health Group, Inc. (since March 2025) and previously served as its Chairman & CEO (2022–2025). Mr. Burdick’s career spans senior leadership roles across managed care, including EVP of Markets & Products at Centene (2020–2021), CEO and Director at WellCare Health Plans, CEO roles at UnitedHealth Group divisions, and CEO roles at Coventry and Blue Cross and Blue Shield of Minnesota; he holds a BA from Amherst College and a JD from the University of Connecticut .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Burdick is not independent under NYSE rules due to current or recent employment by Centene and his executive role at LifeStance (to which Centene made payments per Related Party Transactions) .
• Committee assignments: Chair, Quality Committee (members: Dallas, Eppinger, Ford); Quality Committee met 4 times in 2024 .
• Engagement and attendance: In 2024 there were 37 total Board and committee meetings (Board 10; Audit & Compliance 9; Compensation & Talent 7; Governance 7; Quality 4). Each director attended at least 75% of meetings during their service; average attendance was 96%. All directors attended the 2024 annual meeting .
• Other committees: Burdick is not listed on the Audit & Compliance Committee (DeVeydt Chair) or Compensation & Talent Committee (Coughlin Chair) as of March 20, 2025 .

Fixed Compensation

Cash-to-equity election: Mr. Burdick elected to convert his $100,000 annual director cash retainer and $20,000 Quality Committee Chair retainer to RSUs; grant-date fair value of converted RSUs was $119,948 .

Performance Compensation

Key plan features: Minimum 1-year vesting; no option repricing; clawbacks permitted; no tax gross-ups under the plan; director compensation capped at $1,000,000 per year for non-employee directors under the 2025 Stock Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep managed care and payer operations expertise from CEO and senior roles at UnitedHealthcare, WellCare, Coventry, BCBS Minnesota, and Centene; current leadership in outpatient behavioral health at LifeStance .
• Quality oversight: Chairs Centene’s Quality Committee with remit over member/provider experience, value-based contracting, data/technology strategy, and potentially disruptive technologies .

Equity Ownership

Governance Assessment

• Positive signals:

  • Significant industry expertise and oversight of quality, data, and provider strategy as Quality Committee Chair; committee met 4 times in 2024, indicating active oversight .
  • Strong equity alignment: elected to convert both base and committee cash retainers ($120,000) into RSUs; plus annual RSU grant ($225,000); unvested RSUs held (2,916); robust personal ownership (458,916 shares) .
  • Compliance with strict stock ownership guidelines (7.5x retainer within 5 years) and hedging/pledging prohibitions; all directors in compliance as of 12/31/2024; directors compliant with insider trading policy .
  • Board engagement solid: average attendance 96%; all directors attended the 2024 annual meeting .

• Risks and RED FLAGS:

  • Non-independence: Board determined Burdick is not independent under NYSE rules due to his Centene employment history and LifeStance relationship, which lowers perceived independence on sensitive matters .
  • Related party exposure: Centene made payments to LifeStance for services; while contracts were pre-existing and deemed arm’s-length under policy, this interlock remains a governance sensitivity for investors monitoring potential conflicts .
  • “All Other Compensation” includes Company-paid personal security and excess liability insurance ($50,535) in addition to charitable match ($25,000), which some shareholders scrutinize for cost discipline; amounts disclosed as incremental cost .

• Compensation structure context:

  • Director equity awards moved to RSUs valued on prior trading day’s close; annual RSU grant increased to $225,000 and Quality Chair retainer to $20,000 in 2024; no tax gross-ups in the 2025 plan; minimum one-year vesting and clawback features support alignment .

Appendix: Director Compensation Detail (2024)

Appendix: Committee Structure & Meetings (2024)

Related Party Transactions Policy (Context)

• Transactions >$120,000 with related persons require Governance Committee approval and must be on arm’s-length terms; LifeStance payments in 2024 were under contracts entered before Burdick’s employment with LifeStance and noted under this policy .

Policies Supporting Alignment

• Director stock ownership guideline: 7.5x annual cash retainer within 5 years; all directors in compliance as of 12/31/2024 .
• Insider trading: strict prohibitions on hedging, pledging, options trading, margin accounts; directors in compliance as of March 14, 2025 .
• Equity plan governance: minimum vesting, clawbacks, no option repricing, no tax gross-ups under the 2025 Plan .