Kenneth Tanji
CENTENEAbout Kenneth Y. Tanji
Kenneth Y. Tanji, age 59, joined Centene’s Board in February 2025 as an independent director and member of the Audit and Compliance Committee. He is the former EVP and Chief Financial Officer of Prudential Financial, Inc., and has been identified by the Board as an audit committee financial expert. He holds a BA from Yale University and an MBA from the University of Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. | EVP & Chief Financial Officer | 2018–2024 | Led corporate development; significant experience in internal controls, capital markets, risk management and strategic planning . |
| Prudential Financial, Inc. | SVP & Treasurer | 2013–2018 | Oversight of capital and liquidity . |
| Prudential Financial, Inc. | CFO, International Insurance | 2010–2013 | Global insurance finance leadership . |
| Prudential Financial, Inc. | CFO, Prudential Annuities | 2006–2010 | Product finance oversight . |
| Prudential Investment Management | CFO | 2004–2006 | Asset management finance leadership . |
| Prudential Securities | Senior Vice President | 1994–2002 | Capital markets and finance roles . |
| Prudential (earlier roles) | Vice President of Finance, Investment Division | 2002–2004 | Investment division finance leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public Service Enterprise Group, Inc. (PSEG) | Director | Current | Public utility board service; contributes regulated-industry oversight experience . |
Board Governance
- Independence: The Board affirmatively determined Tanji is independent under NYSE rules; he is also designated an audit committee financial expert .
- Committee assignments: Audit & Compliance Committee member (membership as of Mar 20, 2025); committee met 9 times in 2024 .
- Board leadership and oversight: Independent, non-executive Chair (Frederick Eppinger); independent executive sessions at board and committees; robust refreshment and evaluation processes .
- Attendance context: In 2024, average board/committee attendance was 96% and all directors serving that year attended ≥75%; Tanji joined in 2025, so 2024 attendance stats are board-level context .
- Risk oversight coverage includes financial reporting, compliance, cybersecurity/AI, and capital structure (Audit & Compliance Committee), with regular ERM reporting to the Board .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Payable in cash; directors may elect to receive deferred stock units in lieu of cash . |
| Annual RSU grant (non-employee director) | $225,000 | Valued at prior trading day close; 2,916 RSUs granted in May 2024 to seated directors; vest at earlier of May 14, 2025 or 2025 Annual Meeting . |
| Committee chair retainers (if applicable) | $20,000–$30,000 | Audit Chair $30k; Compensation Chair $20k; Governance Chair $20k; Quality Chair $20k; Tanji is a member (no chair premium) . |
| Independent Chair additional | $90,000 cash + $150,000 RSUs | Applied to the independent board chair, not to Tanji . |
| Expenses/other | Reimbursement of reasonable expenses | Standard practice . |
Stock ownership guideline for directors: 7.5× annual cash retainer within five years of appointment; directors may defer retainer into RSUs; hedging and pledging prohibited .
Performance Compensation
| Element | Metric(s) | Vesting/Terms |
|---|---|---|
| Director RSUs | None (time-based) | Annual RSU awards are service-vested (no performance metrics); 2024 grants to seated directors vest at the earlier of the 2025 Annual Meeting or May 14, 2025 . |
Directors at Centene do not receive performance-based equity (e.g., PSUs) tied to TSR or EPS; long-term performance awards described in the proxy apply to executives, not non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to CNC | Notes |
|---|---|---|
| Public Service Enterprise Group, Inc. | Unrelated utility | No CNC-related party transaction disclosed involving PSEG or Tanji . |
| Committee independence context | — | Board reviewed relationships; determined independence for all nominees except CEO and Mr. Burdick; audit committee members meet Rule 10A-3 independence . |
- Related party transactions disclosed at CNC involve LifeStance (Burdick) and Surgery Partners (DeVeydt); amounts below NYSE thresholds for DeVeydt; no disclosures implicate Tanji .
Expertise & Qualifications
- Financial leadership: Former Fortune 500 CFO; deep experience in internal controls, capital markets, governance, risk management and strategic planning .
- Regulated industries: Insurance and utility sector experience supports compliance and regulatory oversight .
- Audit expertise: Designated audit committee financial expert by the Board; financial literacy meets NYSE requirements .
- Board governance: Public company board experience and governance competency .
Equity Ownership
- Director and management ownership is disclosed in aggregate tables; Tanji’s specific beneficial ownership line is not provided granularly in the proxy text we reviewed. Directors are subject to 7.5× retainer ownership guidelines and a one-year post-vesting holding requirement on RSU/PSU shares (net of taxes) .
- Hedging, pledging, derivatives trading and short sales of Centene stock are prohibited for directors .
Governance Assessment
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Strengths:
- Independence and audit expertise: Tanji strengthens Audit & Compliance oversight (financial reporting, compliance, cybersecurity/AI) as a designated financial expert .
- Relevant operator experience: Prudential CFO background enhances capital allocation and risk oversight in a heavily regulated environment .
- Board governance and processes: Robust refreshment, mandatory retirement, majority voting, proxy access and strong stockholder rights increase board accountability .
- Alignment policies: Stringent director ownership guidelines; prohibition on hedging/pledging improves skin-in-the-game .
-
Potential Risks/RED FLAGS:
- None disclosed specific to Tanji (no related-party transactions, no conflicts flagged; independence confirmed) .
- General context: Board acknowledges business relationships with certain directors’ companies (LifeStance, Surgery Partners) but determined immaterial; continued monitoring is prudent .
-
Investor confidence signals:
- Audit Committee remit includes cybersecurity/AI oversight and capital structure; quarterly risk reporting to the Board suggests strong control environment .
- Director compensation structure (cash + time-based RSUs) avoids performance metric gaming and aligns with service while ownership guidelines ensure alignment .
Overall, Tanji’s addition enhances board financial expertise and risk oversight without introducing disclosed conflicts, supporting investor confidence in Centene’s governance at the audit/risk interface .