Theodore Samuels
CENTENEAbout Theodore R. Samuels
Independent director since January 2022; age 70. Former President of Capital Guardian Trust Company with 35+ years in investment management; BA Harvard College and MBA Harvard Business School. Serves on Centene’s Compensation & Talent and Governance Committees; the Board has affirmatively determined he is independent under NYSE rules. In 2024, all directors attended at least 75% of meetings (Board/committees averaged 96%), and Samuels participated directly in shareholder engagement meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Guardian Trust Company (Capital Group) | President | 2010–2017 | Served on numerous investment and management committees; focused on long‑term value creation. |
| Capital Group | Global Equity Portfolio Manager | 1981–2016 | Finance Committee (2013–2016); Capital Group Board (2005–2009). |
| Capital Group | Various investment/management committees | 1981–2017 | Broad governance and capital markets expertise. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Bristol Myers Squibb Company | Director | Current | Current directorship per Centene proxy; older filing noted Lead Independent Director (role not specified in 2025 proxy). |
| Iron Mountain, Inc. | Director | Current | Interlock: Centene director Monte E. Ford also serves on Iron Mountain’s board. |
| Perrigo Company plc | Director | Prior | Prior public company directorship. |
| Stamps.com | Director | Prior | Prior public company directorship. |
| BJC Healthcare System | Director | Current (non‑profit) | Community/healthcare governance role. |
| Edward Mallinckrodt, Jr. Foundation | Trustee | Current | Philanthropic governance. |
| Children’s Hospital Los Angeles | Director | Prior | Pediatric healthcare governance. |
Board Governance
| Committee | Role | Meetings in 2024 | Chair? |
|---|---|---|---|
| Compensation & Talent Committee | Member | 7 | No |
| Governance Committee | Member | 7 | No |
| Quality Committee | Not a member | 4 | — |
| Audit & Compliance Committee | Not a member | 9 | — |
- Independence: Board determined Samuels is independent under NYSE rules; Compensation & Talent members meet heightened independence standards.
- Attendance: All directors attended at least 75% of meetings; Board/committee average attendance 96% and all directors attended the 2024 annual meeting.
- Shareholder engagement: Samuels directly joined governance-focused investor meetings during 2024–2025.
Fixed Compensation (Director)
| Component | Amount ($) | Timing/Units | Vesting/Notes |
|---|---|---|---|
| Annual cash retainer | 100,000 | 2024 | Samuels elected to convert this cash retainer into RSUs under the Non‑Employee Directors Deferred Stock Compensation Plan. |
| Annual RSU grant | 224,969 | 2,916 RSUs granted May 14, 2024 | Vests on earlier of May 14, 2025 or the 2025 annual meeting. |
| Cash converted to RSUs (grant-date fair value) | 99,968 | Additional RSUs from cash conversion | Reflected as stock awards component per FASB ASC 718. |
| Committee chair fees | 0 | — | Not a committee chair. |
| All other compensation | 25,000 | Charitable match | Company match under Board Charitable Matching Gift Program. |
Performance Compensation (Director)
| Element | Performance Metrics | Terms |
|---|---|---|
| Annual director equity (RSUs) | None (time‑based) | RSUs vest time‑based; directors do not receive performance‑conditioned equity or bonuses. |
| Clawback policy oversight | Committee oversight | Compensation & Talent Committee oversees any clawback policy. |
| Hedging/pledging | Prohibited | Directors and executives are prohibited from hedging or pledging Company stock. |
Directors at Centene are paid via cash retainers and time‑vested RSUs; no performance scorecards (EPS/TSR/etc.) apply to director compensation.
Other Directorships & Interlocks
| External Company | Centene Director(s) with Same External Seat | Potential Interlock Consideration |
|---|---|---|
| Iron Mountain, Inc. | Theodore R. Samuels; Monte E. Ford | Network interlock; no related‑party transactions disclosed with Iron Mountain. |
- Related‑party transactions: Only LifeStance (linked to Kenneth Burdick) disclosed; no Samuels-related transactions reported.
Expertise & Qualifications
- Capital markets and investment decision-making across 35+ years; leadership as President of Capital Guardian Trust.
- Healthcare exposure via service on boards in pharma and healthcare systems.
- Governance experience across multiple public companies and non‑profits; long‑term value creation orientation.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Outstanding shares (beneficially owned) | 30,860 | As of March 14, 2025. |
| Shares acquirable within 60 days | 16,177 | Options/RSUs exercisable within 60 days. |
| Total beneficial ownership | 47,037 | <1% of outstanding shares. |
| Options outstanding (exercisable) | 6,666 | As of Dec 31, 2024. |
| Options outstanding (unexercisable) | 3,334 | As of Dec 31, 2024. |
| Unvested RSUs | 2,916 | 2024 annual grant scheduled to vest by May 14, 2025/annual meeting. |
| Ownership guidelines | 7.5x annual cash retainer | Compliance achieved by all directors as of Dec 31, 2024. |
| Hedging/pledging | Prohibited | Policy prohibits hedging/pledging of Centene stock. |
| Cash-to-RSU election | $99,968 (grant-date FV) | Retainer converted to RSUs under director deferred stock plan. |
Governance Assessment
- Board effectiveness/engagement: Independent, financially sophisticated director with deep capital markets expertise; active in shareholder outreach; consistent meeting attendance supports effectiveness.
- Alignment: Equity-heavy pay mix (annual RSUs plus cash-to-RSU election) and stock ownership guidelines (7.5x retainer) indicate alignment with shareholders; hedging/pledging prohibited.
- Conflicts/related-party exposure: No Samuels-related related‑party transactions disclosed; note interlock at Iron Mountain with another Centene director but no Company transactions flagged.
- Shareholder confidence signals: Strong re‑election support (For 404,262,246; Against 20,411,014; Abstain 1,870,272; Broker non‑votes 18,330,279) and say‑on‑pay approval (For 378,107,602; Against 47,508,937; Abstain 926,993; Broker non‑votes 18,330,279).
- RED FLAGS: None identified for Samuels (no related‑party ties, no hedging/pledging, solid attendance). Monitor interlock optics with Iron Mountain as a governance consideration, though no transactions are reported.