Susan Smith

About 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

External Roles

No external board or public company roles disclosed for Susan Smith .

Fixed Compensation

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

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)

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

Vesting schedule details (future from FY-end 2024):

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.