0001071739-24-000026.txt : 20240208 0001071739-24-000026.hdr.sgml : 20240208 20240208193722 ACCESSION NUMBER: 0001071739-24-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240206 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Asher Andrew Lynn CENTRAL INDEX KEY: 0001617763 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31826 FILM NUMBER: 24610809 MAIL ADDRESS: STREET 1: 8735 HENDERSON ROAD CITY: TAMPA STATE: FL ZIP: 33634 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENE CORP CENTRAL INDEX KEY: 0001071739 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] ORGANIZATION NAME: 02 Finance IRS NUMBER: 041406317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7700 FORSYTH BLVD. CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147254477 MAIL ADDRESS: STREET 1: 7700 FORSYTH BLVD. CITY: ST LOUIS STATE: MO ZIP: 63105 4 1 wk-form4_1707439027.xml FORM 4 X0508 4 2024-02-06 0 0001071739 CENTENE CORP CNC 0001617763 Asher Andrew Lynn 7700 FORSYTH BOULEVARD ST. LOUIS MO 63105 0 1 0 0 EVP, CFO 0 Common Stock 2024-02-06 4 A 0 7920 0 A 409296.48 D Common Stock 2024-02-06 4 F 0 14955 74.07 D 394341.48 D Common Stock Option (right to buy) 81.85 2031-12-15 Common Stock 13449 13449 D Represents the additional number of shares earned from a previously reported performance stock unit grant from December 2020 with a three-year performance period. Refer to Form 3 filed on May 11, 2021. 30,000 shares were initially reported at target level performance. Shares withheld for taxes upon vesting of previously reported stock grant. Ownership includes 201,561 shares of restricted stock subject to vesting requirements. Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date. /s/ Christopher A. Koster (executed by attorney-in-fact) 2024-02-08 EX-24 2 limitedpowerofattorney-ex2.htm EX-24 Document
Exhibit 24.1
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher A. Koster, Kendra Archer, Kate N. Casso and Rebecca Scott signing singly and each acting individually, as the undersigned's true and lawful attorney‑in‑fact with full power and authority as hereinafter described to:

(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Centene Corporation (the “Company”), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Exchange Act;
(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the SEC and any stock exchange or similar authority;
(4) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney‑in‑fact and approves and ratifies any such release of information; and
(5) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney‑in‑fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in‑fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion.

The undersigned hereby grants to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney‑in‑fact, or such attorney‑in‑fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys‑in‑fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys‑in‑fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney also serves to revoke and replace as of the date hereof, any prior Power of Attorney executed by the undersigned with respect to the filing with the SEC of reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company required by Section 16(a) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in‑fact or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates.

In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of May 23, 2023.

/s/ Andrew L. Asher
Andrew L. Asher
Executive Vice President, Chief Financial Officer