Tanya McNally

About Tanya McNally

Centene’s Chief People Officer (CPO) since March 2023, Tanya M. McNally (age 51) oversees human capital strategy and enterprise people programs; she served as Interim CPO (Jan–Mar 2023) after joining Centene via WellCare in 2018 and rising through HR leadership roles . During her CPO tenure, Centene delivered 2024 total revenues of $163B (+6% YoY), GAAP diluted EPS of $6.31 (+27% YoY), adjusted diluted EPS of $7.17 (+7% YoY), and a 3-year TSR CAGR of -10% as disclosed in the 2025 proxy; incentive plans tied payouts primarily to adjusted EPS and quality/enterprise goals . Her insider Form 3 (Feb 18, 2025) shows meaningful unvested RSUs and PSUs, indicating retention hooks through 2026–2027 and potential vesting-related trading windows in Mar/Apr 2025 and Jan 2026 .

Past Roles

External Roles

• No public company directorships or external board roles disclosed for McNally in Centene’s 2025 proxy or 2024/2025 10-K executive officer sections .

Fixed Compensation

Not disclosed in the 2025 Proxy’s Named Executive Officer (NEO) tables (McNally is not listed as a 2024 NEO). Base salary and bonus target figures for the CPO were not provided in proxy or 8-Ks reviewed .

Performance Compensation

Centene’s executive annual incentive and long-term incentive frameworks (applying to NEOs and generally to senior executives) emphasize pay-for-performance.

• Annual Cash Incentive Plan design and 2024 outcomes (company-level):

  • Metrics/weights: Adjusted diluted EPS (65%); Enterprise & Individual Goals (25%); Quality Goals (10%) .
  • 2024 payout results: EPS achieved 167% of target (weighted 108.6%); Enterprise & Individual 130% (32.5%); Quality 169% (16.9%); Total payout 158% of target .

• PSU design for current program:

  • Metrics/weights for PSUs: Adjusted Pre-Tax Earnings Growth CAGR (34%); Average Adjusted Pre-tax Earnings Margin (33%); Relative TSR (33%) .
  • Historical cycle example (2022–2024): Weighted payout 44.6% of target (driven by metric-level outcomes disclosed) .

2024 Annual Cash Incentive Plan Results

Long-Term Incentive Design (PSUs)

Equity Ownership & Alignment

• Ownership policies and risk controls:
  • Executives are subject to stock ownership guidelines (CEO 6x base salary; other NEOs 3x) and clawbacks; hedging and pledging are prohibited .
  • Equity awards are double-trigger for change-in-control; no single-trigger employment agreements or stock grants .

Beneficial Ownership and Outstanding Awards (as of Feb 18, 2025)

RSU Vesting Schedule Detail (from Form 3)

Implication: Concentrated vesting windows in Mar/Apr 2025 and Jan/Apr 2026 create potential sell‑to‑cover activity typical for tax withholding; PSUs add performance-contingent retention through 2026–2027 .

Employment Terms

• Executive severance and change-in-control plan (company-wide framework; CPO executed company signatory):
  • Administered by the Compensation & Talent Committee; plan sponsor/agent for service includes the Chief People Officer; plan updated/amended with company execution “By: /s/ Tanya McNally” .
  • Double-trigger CoC: cash severance plus equity acceleration upon qualifying termination post-CoC; no excise tax gross-ups .

Executive Severance and Change-in-Control Plan Summary

Note: McNally’s specific tier classification was not disclosed in filings reviewed; terms above reflect plan-level benefits by tier .

• Clawback policy: Company can recover performance-based cash and equity in specified circumstances .

Performance & Track Record (Company context during McNally’s tenure)

• Operational achievements cited by management and Board:
  • Improved Medicare Star Ratings; positioning Medicare business to breakeven in 2027 .
  • Marketplace growth and fraud/waste/abuse integrity initiatives; #1 Marketplace carrier with ~4.4M members .
  • Medicaid redetermination navigation with strong RFP renewals; largest US Medicaid MCO .

Compensation Structure Analysis

• Alignment mechanisms: Heavily weighted EPS and profitability in annual and long-term metrics; relative TSR in PSUs aligns to shareholder outcomes .
• Risk controls: No single-trigger equity; no hedging/pledging; clawbacks; independent consultant advises committee .
• 2024 incentive outcomes: Elevated annual payout (158% of target) vs negative 3-year TSR could draw investor scrutiny on metric mix/targets despite strong operational/financial execution .

Investment Implications

• Retention and selling pressure: Unvested RSUs and PSUs across 2025–2027 create retention incentives and near-term vesting events (Mar/Apr 2025; Jan/Apr 2026) that can produce routine sell‑to‑cover flows but do not imply discretionary selling; no pledging allowed reduces alignment risk .
• Change-in-control economics: Double-trigger severance with full equity acceleration under CoC termination protects management continuity while avoiding single-trigger windfalls; no excise tax gross-ups aligns with governance best practices .
• Pay-for-performance lens: Company-level metrics (EPS, quality, enterprise goals; profitability and TSR in PSUs) indicate an incentive framework geared to earnings quality and operational outcomes; 2024 payout levels reflect strong execution but investors may weigh this against TSR trajectory and macro policy volatility in managed care .
• Governance and ownership: Prohibitions on hedging/pledging and robust clawbacks plus stock ownership guidelines enhance alignment; McNally’s disclosed equity inventory suggests meaningful “skin in the game” across time horizons .

Sources

• Centene 2025 Definitive Proxy Statement (DEF 14A), filed Mar 27, 2025: executive officers, compensation programs, and corporate performance highlights .
• Centene 2024 Form 10-K (filed Feb 18, 2025): executive officers roster including McNally .
• Insider Form 3 (filed Feb 18, 2025) for Tanya M. McNally: beneficial ownership and detailed RSU/PSU vesting schedules .
• Executive Severance and Change-in-Control Plan summaries and execution (company signatory: Chief People Officer) .