Susan Smith
CENTENEAbout Susan Smith
Susan R. Smith, age 49, is Centene’s Chief Operating Officer since January 2024; she joined Centene in June 2023 after senior operating roles at Humana focused on clinical solutions, Medicare, and quality reporting . During Smith’s tenure year (2024), Centene reported total revenues of $163 billion (+6% YoY), GAAP diluted EPS of $6.31 (+27% YoY), and adjusted diluted EPS of $7.17 (+7% YoY); the company’s three-year CAGR metrics were 9% for total revenues, 12% for adjusted EPS, 6% for adjusted EBITDA, and a 10% stock price decline, with “Adjusted Diluted EPS” designated as the company-selected pay-for-performance measure . Centene’s executive compensation is explicitly tied to performance via annual cash incentives and PSUs measured on adjusted earnings growth, margin, and relative TSR, with a one-year post-vesting share retention policy and prohibitions on hedging/pledging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Humana Inc. | SVP, Clinical, Quality and Enterprise Solutions President | Aug 2022 – Dec 2022 | Led clinical and quality initiatives across enterprise functions |
| Humana Inc. | SVP, Clinical Solutions | Jul 2021 – Jul 2022 | Oversaw development and deployment of clinical solutions |
| Humana Inc. | SVP, Medicare | Aug 2019 – Jun 2021 | Senior leadership of Medicare product portfolio |
| Humana Inc. | SVP, Healthcare Quality Reporting and Improvement | Oct 2016 – Jul 2019 | Led quality measurement and improvement programs |
External Roles
No external board or public company roles disclosed for Susan Smith .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual Base Salary | $700,000; 17% increase on COO appointment | Committee increased Smith’s base for COO effective Jan 1, 2024 |
| Salary earned (SCT) | $696,154 | Summary Compensation Table reflects earned salary |
| Target Bonus % | 100% of salary | Annual Cash Incentive Plan target |
| Actual Cash Incentive Paid | $1,099,923 | Funding rate 158% for 2024 |
| All Other Compensation | $72,068 | Perquisites and benefits detail below |
| Total Reported Compensation | $3,522,452 | 2024 SCT total |
Perquisites detail (2024):
- 401(k) match: $10,350; Deferred compensation match: $10,535; Life insurance: $15,000; Personal aircraft usage: $33,244; Liability insurance and other: $2,939; Total: $72,068
Deferred compensation (2024):
- Executive contributions: $41,769; Registrant contributions: $10,535; Aggregate earnings: $3,787; Aggregate balance at FYE: $56,091
Performance Compensation
Annual Cash Incentive – 2024 Results
| Metric | Weight | Target vs Actual | Weighted Payout |
|---|---|---|---|
| Adjusted Diluted EPS | 65% (program design) | Actual 167% of target | 108.6% |
| Enterprise Goals | 25% (program design) | Actual 130% of target | 32.5% |
| Quality Goals | 10% (program design) | Actual 169% of target | 16.9% |
| Total Funding Rate | 100% | — | 158% (Smith paid $1,099,923) |
Committee assessment notes:
- The Committee made two individual adjustments in 2024 (for other NEOs); Smith’s payout reflects the 158% funding rate without noted individual adjustment .
2024 Long-Term Incentives (Granted March 2024)
| Award Type | Grant Date | Shares (Target) | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSUs (component 1) | 3/15/2024 | 4,649 | $353,556 | Vests after 3-year period (Feb 2027) | 2024–2026: Adjusted pre-tax earnings growth (34%), avg adjusted pre-tax margin (33%), relative TSR (33%); payout 50–200%, TSR capped at 100% if negative |
| PSUs (component 2) | 3/15/2024 | 4,513 | $343,214 | Same | Same |
| PSUs (component 3) | 3/15/2024 | 4,513 | $397,505 | Same | Same |
| RSUs | 3/15/2024 | 7,364 | $560,032 | Ratable over 3 years | Service-based vesting |
Outstanding equity at FY-end 2024:
- Unvested RSUs: 26,297 shares; Market value: $1,593,072; Unearned PSUs (target): 23,326 shares; Payout value: $1,413,089 (based on $60.58 close) .
Stock vested in 2024:
- Shares acquired on vesting: 17,200; Value realized: $1,185,596; No option exercises .
2022–2024 PSU program outcome (for the company):
- Weighted payout of 44.6% driven by 2024 adjusted diluted EPS; applicable PSU vesting occurs in Feb/Apr 2025 per award schedules .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial ownership (Mar 14, 2025) | 13,670 shares total; 11,216 outstanding + 2,454 acquirable within 60 days; <1% of class |
| Unvested equity at 12/31/2024 | RSUs: 26,297 ($1,593,072); PSUs (target): 23,326 ($1,413,089); No options outstanding |
| Shares pledged or hedged | Prohibited; executives may not hedge or pledge Company stock |
| Ownership guidelines | NEOs: 3x base salary; CEO 6x; counting unvested RSUs and certain holdings; options and unearned PSUs excluded; all NEOs in compliance at 12/31/2024; one-year post-vesting holding on RSU/PSU net shares |
Vesting schedule details (future from FY-end 2024):
| Vesting Date | RSUs | PSUs (2021) | PSUs (2022) | PSUs (2023) | PSUs (2024) |
|---|---|---|---|---|---|
| 3/15/2025 | 2,454 | — | — | — | — |
| 6/15/2025 | 17,200 | — | — | — | — |
| 3/15/2026 | 2,455 | — | — | 9,651 | — |
| 6/15/2026 | 1,733 | — | — | — | — |
| 3/15/2027 | 2,455 | — | — | — | 13,675 |
Employment Terms
- Plan coverage: Executive Severance Plan (not individual employment agreement) .
- Severance absent change in control: Lump sum equal to 1x base salary plus prorated target bonus; 12 months medical; 12 months continued vesting of existing equity (PSUs vest based on actual performance); 6 months outplacement .
- Change-in-control severance (double-trigger or termination within 6 months prior if requested by third party): Lump sum equal to 2x base salary + 2x average of last two annual bonuses + prorated target bonus; 18 months medical; full vesting of outstanding equity awards; options/SARs exercisable up to 12 months post-termination or award expiry; performance goals deemed achieved at greater of target or actual prior to change in control; non-compete/non-solicit for 12 months; non-compete does not apply for change-in-control termination .
- Clawback policy: Three-year lookback for restatements; automatic forfeiture of outstanding unpaid compensation and prompt recovery of paid amounts; recovery not dependent on fraud or misconduct .
- Insider trading/pledging: Hedging and pledging prohibited; robust insider trading policy .
Performance & Track Record
- Company 2024 performance: Total revenues $163B (+6% YoY), GAAP EPS $6.31 (+27%), Adjusted diluted EPS $7.17 (+7%); Marketplace membership +12% YoY; strategic progress in Medicaid redeterminations, Medicare Star ratings improvements, PBM transition; management states stock performance did not reflect fundamentals .
- Three-year CAGRs: Revenues 9%, adjusted EPS 12%, adjusted EBITDA 6%; stock price decline 10% over three years .
- Pay versus performance: Adjusted Diluted EPS identified as company-selected measure for linking “compensation actually paid” to performance .
Governance, Say-on-Pay, and Benchmarking
- Pay-for-performance design with formula-based annual incentives and multi-metric PSUs; independent consultant FW Cook; tally sheets reviewed annually; equity usage in line with market .
- Stock ownership guidelines and one-year post-vesting holding period for executives; all NEOs compliant .
- Say-on-Pay trend: Company reports a 57 percentage-point increase in Say-on-Pay approval since 2022, reflecting program changes and investor engagement .
Investment Implications
- Alignment: Smith’s pay mix emphasizes performance via annual EPS- and quality-driven bonuses and three-year PSU metrics tied to adjusted earnings growth, margin, and relative TSR, with strict ownership, retention, and no hedging/pledging—supporting alignment and discouraging excessive risk-taking .
- Vesting-related supply: Scheduled RSU and PSU vesting through 2027, including sizable RSU tranches in 2025–2027, can create periodic insider selling pressure when trading windows open; however, one-year post-vesting holding requirements partially mitigate near-term supply .
- Retention & change-in-control economics: Executive Severance Plan provides 1x cash severance and continued vesting absent CoC, and 2x salary+bonus and full acceleration under double trigger CoC—market-typical protection that lowers retention risk while avoiding single-trigger concerns and tax gross-ups .
- Ownership scale: Smith’s beneficial ownership (<1% of shares) is modest but combined with substantial unvested equity and guideline compliance, creates ongoing sensitivity to share price performance; absence of options reduces leverage risk .
Notes: All data sourced from Centene’s 2025 DEF 14A and related filings unless otherwise indicated.
