CENTENE CORP

The 2023 compensation plan design and metrics were developed by our new leadership with our refreshed Board of Directors and Compensation and Talent Committee in early 2023. They reflect our new Compensation philosophy and modernized incentive design. Based on feedback received from stockholders, we made important changes to our compensation program.

The following is an overview of our 2023 executive compensation program.

Base Salary

In February 2023, the Compensation and Talent Committee evaluated the 2023 base salaries of our NEOs and took into account the Company's 2023 projected revenue of approximately $140 billion. Our NEOs' base salaries were compared to competitive market data and the Compensation and Talent Committee believed that increases in base salaries were not necessary other than for Mr. Fasola to reflect his appointment to President in December 2022.

The NEOs were paid competitive base salaries determined by the evaluation of multiple factors: business results for the prior year, individual performance and the market value for each specific job. Since Centene is a pay for performance company, in 2023, only 8% of the CEO's total target compensation was comprised of base salary and, on average, 14% of all NEOs' target compensation was comprised of base salary.

While reviewing market data to determine appropriate annual base salaries, the Compensation and Talent Committee also considers:

•the CEO's compensation recommendations for all other NEOs;

•the scope of responsibility, experience, time in position and individual performance of each executive, including the CEO;

•each executive's leadership performance and potential to enhance long-term stockholder value; and

•internal equity.

Other than Mr. Fasola's increase in base salary in connection with his promotion, no other NEO base salaries were increased.

Annual Cash Incentive Plan

The Compensation and Talent Committee rewards NEOs with an annual cash incentive award if the Company achieves its annual cash incentive objectives. The cash incentive payout is based on multiple metrics which were evaluated by the Compensation and Talent Committee to determine the award earned for 2023. Based on a review of market data, the Compensation and Talent Committee approved an annual cash incentive plan target opportunity in 2023 as follows:

2023 Annual Cash Incentive Metrics

Annual Cash Incentive Plan Measures

Below is a summary of our performance of the Annual Cash Incentive Plan measures, which resulted in a total payout of 133%.

Achievement of Adjusted Diluted EPS Objective

The Adjusted Diluted EPS objective is established during our annual operating planning process. Our annual cash incentive plan is developed each year based on a pay-for-performance approach with rigorous performance metrics that the Compensation and Talent Committee believes are challenging but attainable for our short-term and long-term incentive programs. In addition, the performance metrics align closely with our business environment and incorporate initiatives and investments during the year that will extend beyond near-term benefits and will support favorable longer-term impact on our business.

While the Company continues to execute on a rigorous growth strategy, the committee continues to set metrics that reflect a continued focus on increased profitability. As illustrated below, based upon the approved Adjusted Diluted EPS metrics, the Compensation and Talent Committee had increased these profitability targets for 2023. The Company reported Adjusted Diluted EPS for 2023 of $6.68, resulting in an achievement of 146%.

Evaluation of Enterprise Performance

The evaluation of our enterprise goals involved a review of the performance of five equally weighted key 2023 goals that were established as critical initiatives in 2023. The committee assigned an equal weight to each of the key enterprise goals. As a result, the blended performance of all enterprise unit goals was 150%.

Successful PBM Conversion

One of our key initiatives in 2023 was the conversion of our PBM platform migration which was designed to modernize our pharmacy cost structure on behalf of our customers and members. With a January 2024 go-live, the work done in 2023 to prepare for the conversion was critical in ensuring the success of this significant undertaking. A robust, cross-functional project plan was designed and executed in 2023. All critical milestones were met and all intended markets and products were approved by regulators. Due to the exceptional execution of this complex, large-scale project, the Compensation and Talent Committee applied positive discretion assigned amaximum achievement of 200% on this metric.

Value Creation Milestones

The initiatives developed under our Value Creation Plan have been designed to create additional short-term value and to seek opportunities that position the organization for long-term strength, profitability, growth and innovation. We executed on significant milestones in 2023, as summarized below:

•Identified significant cost savings in our health benefits ratio (HBR) initiatives, exceeding our targets.

•Executed selling, general and administrative (SG&A) cost savings efforts, exceeding our targets.

•Completed five divestitures in 2023 resulting in over $1 billion in net proceeds. The divestitures were slightly accretive to earnings. Additionally, the Circle Health divestiture was signed in 2023 and closed in January 2024, resulting in approximately $850 million in net proceeds and marked the sunset of our international portfolio. These divestitures allow the Company to focus on our core domestic business. In total, 10 divestitures have been completed since the launch of our Value Creation Plan.

•Leveraged effective capital management to support the business, including strategic investments and $1.6 billion in share repurchases.

Based on the successful completion of these key milestones, the Compensation and Talent Committee assigned a 150% achievement level to this metric.

Mitigate Medicaid Redetermination Impact

In 2023, we worked with our state partners to successfully navigate an unprecedented Medicaid redeterminations process. We leveraged our long-standing local relationships with community organizations and providers to reach members. Our relationship with local state agencies allowed us to collaborate on needs and best practices, supporting the agencies outreach strategies, opportunities and challenges. We took significant steps to optimize successful outreach to our members including:

•Implementation of a 90-day alert in our contact centers, initiating over 600 thousand proactive conversations with members within the renewal window.

•Deployed strategic member communication and outreach assets, resulting in over 23 million outreach attempts.

•Where allowed, provided Marketplace information to members losing coverage, resulting in over 700 thousand outreach attempts.

Additionally, we successfully collaborated with our actuarial counterparts to advocate for acuity adjustments in all health plans with members impacted by redeterminations, with only two health plan adjustments still pending, and we engaged in outreach to our members to support the process. Overall, our acuity, membership and rate increase estimates were aligned to our forecast as of December 31, 2023. Our premium and service revenues exceeded our initial guidance by over $9 billion, primarily driven by higher than expected Medicaid revenue. Further, our membership exceeded our expectations and increased year-over-year to more than 27 million members as of December 31, 2023.

The Compensation and Talent Committee assigned a 100% target achievement level to this metric.

Profitable Growth

Our goals around profitable growth in 2023 were measured by successful reprocurements and new business wins, consistent with our long-term growth plan. Key reprocurements included the Texas STAR+PLUS contract and the New Hampshire Medicaid contract. We realized new business wins, resulting in approximately $2 billion in revenue growth. Noteworthy wins included the Arizona LTCS contract and Oklahoma Medicaid and sole-source foster care contract. Further, we realized significant growth in Marketplace, as evidenced by the 43% increase in Commercial premium and service revenue year-over-year and significant expansion of pre-tax margin. Commercial HBR improved by 130 basis points compared to 2022 driven by Marketplace performance. While we had significant wins in 2023, we were unsuccessful in renewing the New Mexico Medicaid contract and did not win a new Indiana managed long-term services and support contract. As a result, the Compensation and Talent Committee limited the metric achievement for profitable growth to 100%.

Top-Quartile Culture

Our final enterprise goal was centered on our culture journey. Performance indicators were based on achieving top quartile engagement and greater than or equal to 80% achievement on DEI Engagement Index scores. Performance exceeded Fortune 100 Top Quartile for all indices, including engagement, culture, DEI and people leader effectiveness. Other key initiatives included the creation of a DEI accountability framework which yielded both internal and external recognition, including from Diversity Inc. Top 50, Best Places to Work for Disability Inclusion, Best for Vets, Gender Equality Index and Best Place to work for LGBTQ+ Equality. Finally, we published a suite of Company values. As a result, the Compensation and Talent Committee assigned amaximum achievement of 200%on this metric.

Evaluation of Quality, Member and Provider Satisfaction

We track internal forecast data around quality metrics for our business lines using dates of service in 2023 including Medicare Star ratings, National Committee for Quality Assurance (NCQA) accreditation, Consumer Assessment of Healthcare Providers and Systems survey results and Medicaid HEDIS measures. These metrics reflect the results derived from our comprehensive clinical programs designed to improve quality outcomes.

The Medicare Star ratings evaluated for the 2023 cash incentive plan are the result of efforts performed in 2023, impacting the 2026 revenue year. The Measurement Year 2023 projected target was revenue equivalent to 40% of Medicare members in a 4+ Star plan. The Medicaid HEDIS measures metric is based on 2023 membership weighted national average year-over-year improvement on priority HEDIS measures. Both metrics are formula based with defined thresholds, targets and maximums. The priority HEDIS measures for 2023 included diabetes management, well child visits (two measures), substance abuse disorder treatment, mental illness, hypertension and maternal medicine (two measures).

The Company did not meet expected revenue equivalent to 40% of Medicare membership in 4+ Star plan target. During the second quarter of 2023, we reset our internal quality targets to reflect a target of 85% of Medicare members in 3.5+ Star plans in October 2025. However, we did not adjust the goal within our 2023 annual cash incentive plan design.

The Company met or outperformed on the Medicaid HEDIS measures in nearly all of our health plans, resulting in aggregate year-over-year improvement on a membership-weighted basis. While the Company met its HEDIS measurement goals, management recommended exercising negative discretion on this metric due to our lower-than-expected Medicare Star results. The Compensation and Talent Committee applied negative discretion, resulting in a quality metric payout of 0%.

The result of our quality metric is shown below:

Evaluation of Individual Performance

The Compensation and Talent Committee assessed how each NEO contributed to achieve the Company's Adjusted Diluted EPS objective and enterprise goals approved by the Compensation and Talent Committee at the beginning of the year. Based on their assessment of each NEO’s contributions toward achieving our enterprise goals, no individual adjustments were made for 2023.

The Compensation and Talent Committee approved the following annual cash incentive awards:

Mr. Murray was paid an annual cash incentive award of $750,000, representing a 100% funding rate of his target opportunity, due to his transitional role with the Company during 2023.

Long-Term Incentive Awards

2023 Annual Long-Term Incentives

In 2023, the Company made adjustments to its long-term incentive program as a result of feedback received from our stockholders and based on a review of peer group data. In response to stockholder feedback, we have eliminated performance-based stock options and Cash LTIP from our compensation plan design in order to reduce the number of components to our LTIP awards (although we do retain performance-based restricted stock units as performance-based LTIP awards). In addition, long-term plan metrics have been differentiated from the annual incentive plan targets and TSR has been added as a component to performance-based restricted stock units. The 2023 awards were granted in March and consisted of the following:

•Performance-based Restricted Stock Units (PSUs) (65% of shares granted) - The target metrics for the 2023-2025 performance period are three-year adjusted pre-tax earnings growth of 7.5% (34% weight), 2025 adjusted net earnings margin of 3.30% (33% weight) and three-year TSR relative to our peers (33% weight). Threshold, target and maximum metric achievement will result in 50%, 100% or 200% attainment of each metric, respectively. The threshold, target and maximum level of achievement for the TSR is set to 25th percentile, 55th percentile and 80th percentile, respectively. If earned, PSUs will vest in February 2026.

•Service-based Restricted Stock Units (RSUs) (35% of shares granted) - One-third vest annually based on continued service with the Company.

Below is a summary of long-term target compensation awarded to our NEOs in 2023:

2021-2023 Performance-Based Restricted Stock Unit Award Results

In December 2020, the Compensation and Talent Committee established the following metrics, targets and weights for the 2021-2023 PSUs. The Company results of both targets are shown below with a total percentage earned at 126.4% of the target:

The number of shares earned by each NEO at 126.4% are reflected in the table below:

2021-2023 Cash Long-Term Incentive Plan Award Results

In December 2020, the Compensation and Talent Committee established the following metrics, targets and weights for the 2021-2023 Cash LTIP. The Company results of the metrics as shown below. The Company was below the threshold for relative TSR as shown below, resulting in a total percentage earned at 63.2% of the target:

The amounts earned by each NEO at 63.2% are reflected in the table below:

Other Benefits

We provide our NEOs with a defined contribution 401(k) retirement program, which is the same program that is generally provided to all our employees. We also provide our NEOs with a non-qualified deferred compensation plan to make up for matching contributions that are capped by compensation limits imposed on qualified retirement plans under the Internal Revenue Code. We do not provide our NEOs with a defined benefit retirement program. We also do not provide retiree medical coverage to our NEOs.

With respect to most other benefits, the benefits provided to NEOs and other executive officers are comparable to those provided to the majority of salaried and hourly Company employees. Other benefits can include relocation benefits and premiums for insurance benefits.

For 2023, the Company has eliminated the tax preparation and financial advisement benefit to better align the overall compensation program with our pay for performance philosophy.

Certain NEOs may use Company aircraft for personal travel pursuant to the terms of their employment agreements. The personal use of Company provided aircraft is fully taxable to our NEOs and is not grossed up to cover any personal income tax liability.

2024 Compensation Decisions

2024 Annual Cash Incentive

The Compensation and Talent Committee rewards NEOs with an annual cash incentive award for achieving the Company's Adjusted Diluted EPS objective, enterprise and individual goals and quality metrics. Annually, the Compensation and Talent Committee assesses how each NEO contributed to achieving the Adjusted Diluted EPS objective and the other pre-determined objectives approved by the Compensation and Talent Committee.

The Adjusted Diluted EPS objective is established during our annual business planning process. Our annual cash incentive plan targets are developed each year based on a pay for performance mentality with rigorous performance metrics at target that the Compensation and Talent Committee believes are challenging but attainable for our short-term and long-term incentive programs and stretch goals to reach to pay above target.

2024 Annual Cash Incentive Metrics

The Compensation and Talent Committee will assess and evaluate how each NEO contributed to achieving this Adjusted Diluted EPS objective and the other pre-determined objectives stated above.

Individual awards under our annual cash incentive plan are approved by the Compensation and Talent Committee based primarily upon:

•business performance versus our business plan;

•the effectiveness of each executive's leadership performance and potential to enhance long-term stockholder value;

•targeted cash incentive amounts, which are based upon market data; and

•the recommendation of the Chief Executive Officer (for all NEOs other than the CEO).

Overall, 65% of each award is aligned with the Adjusted Diluted EPS target, 10% is based on specific metrics tied to quality of the overall company and the remaining 25% is aligned with specific enterprise and individual performance goals.

Adjusted Diluted EPS Objective

The 2024 Adjusted Diluted EPS objective target aligns with our 2024 guidance announced at our December 2023 Investor Day of greater than $6.70.

Enterprise Goals and Quality Objectives

In 2024, we will continue to focus on long-term stockholder value through meeting our financial metrics that are measurable against key financial and operational priorities. We are streamlining the goals to focus on the key initiatives related to profitable growth, customer experience and top-quartile culture. As part of our quality objectives, we have goals that are tied to key quality metrics published in 2024.

2024-2026 Long-Term Incentives

Our long-term incentive compensation is designed to attract and retain key executives, build an integrated management team, reward for innovation and appropriate risk-taking, balance short-term planning with long-term successes and align executive and stockholder interests. This includes using relative TSR, adjusted pre-tax earnings growth and adjusted pre-tax earnings margin targets. The relative TSR target is above the median. If the Company's absolute TSR for the performance period is negative, then the payout for this component will not exceed 100% of target. Annual grants are based on performance and guided by market practices.

These long-term incentives take the form of the following:

•PSUs (65% of stock granted) that are based on meeting predetermined performance targets (relative TSR, adjusted pre-tax earnings growth and adjusted net earnings margin) vest at the end of the three-year performance period.

•RSUs (35% of stock granted) that vest ratably over three years.

Long-term incentives are provided through equity, ensuring that the maximum number of shares of common stock granted in any calendar year (excluding shares granted in connection with an acquisition) does not exceed a level associated with competitive practice. Excluding acquisitions, the Company does not annually grant equity compensation exceeding 2% of the outstanding shares of the Company. In 2023, our run rate was 0.8%. Due to the growth of the Company, the competitive nature of our business and the necessity of retaining key management level employees, equity grants can be awarded to levels below senior executives. Annual PSU and RSU awards are granted in March, but may also be approved at other times for a promotion, extraordinary performance, a newly hired executive or as determined by the Compensation and Talent Committee.

Other Compensation Policies and Information

Individual Employment and Severance Agreements

The Company is party to employment agreements with each of Sarah M. London, Andrew L. Asher, Kenneth J. Fasola and James E. Murray. The Board has determined that it is in the best interests of the Company and our stockholders that such executives enter into employment agreements to ensure a commitment to individual duties, compliance with restrictive covenants and the continued dedication of the executive, notwithstanding the possibility, threat or occurrence of a termination of employment, in particular upon a change in control. The Board believes it is imperative to diminish the inevitable distraction of the executive by virtue of the personal uncertainties and risks created by a pending or threatened change in control, to encourage the executive's full attention and dedication to the Company and to provide the executive with compensation and benefits arrangements upon a change in control which (i) will satisfy the executive's compensation and benefits expectations and (ii) are competitive with those of other major corporations.

On March 21, 2022, the Board of Directors appointed Ms. London, previously the Company's Vice Chairman and a member of the Office of the Chairman, to the position of CEO of the Company, effective immediately, succeeding Michael F. Neidorff. Ms. London is party to an employment agreement dated April 27, 2022, entered into in connection with her appointment to the role of CEO. Pursuant to an employment agreement dated April 28, 2022, Mr. Asher agreed to continue serving as our Chief Financial Officer. In an effort to further align our executives' compensation with the interests of stockholders and promote corporate best practices, Ms. London and Mr. Asher's employment agreements were amended on February 20, 2023 to eliminate multi-year guaranteed long-term compensation awards. Future long-term compensation awards shall be annually determined by the Compensation and Talent Committee in its sole discretion.

The Company entered into employment agreements with Messrs. Fasola and Murray on February 20, 2023, pursuant to which Mr. Fasola agreed to serve as our President and Mr. Murray agreed to serve as our Chief Operating Officer. Mr. Fasola's employment agreement provides for a one-time $1,000,000 sign-on bonus in connection with his appointment as President, subject to an 18-month clawback if his employment terminates for cause or if he resigns without good reason during that period.

Until February 2024, the Company was party to individual severance and change in control agreements with Christopher A. Koster and David P. Thomas. As further described below, in connection with becoming covered by the Executive Severance Plan, each waived all rights and benefits pursuant to their executive severance and change in control agreement, and such agreements were terminated.

Under the terms of any employment agreement and under the Executive Severance Plan, if any components or amounts payable under the agreement are deemed to be "excess parachute payments" within the meaning of Section 280G of the Code or similar provision, the amount shall be reduced to the extent necessary so that no amounts paid shall be deemed excess parachute payments or, if the net benefit is greater, no reduction will be made, however the executive will be required to pay any additional taxes. No agreement provides for an excise tax gross-up.

In their respective agreements, the executives agree to non-competition and non-solicitation provisions that may extend through the first anniversary of termination of employment (for Ms. London, the period is 24 months). In the event of a termination due to a change in control, Ms. London's non-competition and non-solicitation period will be reduced to 12 months and Mr. Asher will no longer be subject to such covenants. For a further description of the material terms of the employment agreements with Ms. London and Messrs. Asher, Fasola and Murray, see the “Individual Employment Agreements” section.

Executive Severance Plan

In December 2023, the Compensation and Talent Committee approved the Centene Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”) in order to establish a more regular and uniform practice of providing severance benefits. In February 2024, Christopher A. Koster and David P. Thomas entered into restrictive covenant agreements pursuant to which each became eligible for benefits under the Executive Severance Plan.

Under the restrictive covenant agreements, Mr. Koster and Mr. Thomas each waived all rights and benefits pursuant to their executive severance and change in control agreements, and such agreements were terminated. Under the Executive Severance Plan, if Mr. Koster or Mr. Thomas undergoes a termination of employment without cause (other than a change in control termination), he will receive the following: (i) a lump sum equal to one times his base salary plus prorated target bonus; (ii) the Company portion of COBRA premiums for medical and dental benefits for 12 months; (iii) outstanding equity awards will continue to vest and stock option and stock appreciation rights will continue to be exercisable (if not expired by their terms) for 12 months, with PSUs vesting based on actual performance; (iv) outstanding long-term incentive plan awards prorated and earned based on actual performance; and (v) outplacement assistance for six months following the termination. If Mr. Koster or Mr. Thomas undergoes a termination of employment without cause or for good reason within 24 months after a change in control (or a termination without cause during the six months prior to a change in control, if requested by a third party participating in or causing the change in control), he will receive the following: (i) a lump sum equal to two times his base salary plus two times his average bonus; (ii) the Company portion of COBRA premiums for medical and dental benefits for 18 months; (iii) outstanding equity awards will fully vest and become exercisable as of the date of termination, and stock option and stock appreciation rights will continue to be exercisable until the earlier to occur of 12 months after the change in control termination or the expiration date of the award, with any applicable performance goals deemed achieved at the greater of target or actual performance prior to the change in control; and (iv) outplacement assistance for 6 months following the termination. Additionally, Mr. Koster and Mr. Thomas are subject to a non-competition and non-solicitation (of Company employees or customers) obligation, each for a period of 12 months after termination for any reason, as well as ongoing confidentiality requirements. The non-competition obligation does not apply if Mr. Koster or Mr. Thomas undergoes a change in control termination.

For a description of the terms of the executive severance and change in control agreements in effect for Messrs. Koster and Thomas as of December 31, 2023, see "Potential Payments Upon Termination or Change in Control" beginning on page 103.

Retirement Provisions

In addition, for all Company employees, Company awards include a qualified retirement definition. NEOs who are at least 55 years of age and have 10 years of employment at the time of retirement are eligible for the following:

•A pro-rated number of PSUs vesting at the end of the performance period, based on the amount of time employed during the performance period and actual performance outcomes.

•A one-year acceleration of vesting of RSUs for individuals who are retirement eligible. RSUs for the Company's executive officers are not accelerated but will have a one-year continuation of vesting upon a qualified retirement.

•A pro-rated amount of cash LTIP vesting at the end of the performance period, based on the amount of time employed during the performance period and actual performance outcomes.

•A pro-rated annual paid bonus, if employed for six months of the calendar year, paid at actual performance generally at the same time when bonuses are paid to other employees.

Mr. Thomas is eligible for qualified retirement treatment.

Clawback Policy

We have adopted the Centene Corporation Clawback Policy (the "Clawback Policy") in compliance with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Pursuant to the Clawback Policy, in the event of an accounting restatement, any erroneously awarded compensation received during the three completed fiscal years prior to the accounting restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company. Recovery of any erroneously awarded compensation under the Clawback Policy is not dependent on fraud or misconduct by any person in connection with the accounting restatement.

Stock Ownership Guidelines

We utilize stock ownership guidelines for our NEOs, corporate officers and Board. We believe that ownership of our stock helps align the interests of our executives and stockholders and encourages executives to act in a manner that is expected to increase stockholder value. The stock ownership guidelines for our officers are as follows:

The Compensation and Talent Committee annually reviews the stock ownership levels of the Board and all officers. Future stock awards take into consideration the executive's level of attainment of the suggested stock ownership amount. The Compensation and Talent Committee may elect to award the annual incentive to an executive in stock instead of cash if the suggested stock ownership amount is not achieved.

In 2024, the Compensation and Talent Committee increased the minimum ownership requirements from 5x base salary to 6x base salary for the Chief Executive Officer and from 2.5x to 3x for the President and Executive Vice Presidents. This was based on benchmarking to market and to increase alignment between the executives and stockholders.

Officers who fail to achieve these ownership levels may not be eligible to receive any stock-based awards until they achieve their required ownership level. Shares owned directly by the officer (including those held as a joint tenant or as tenant in common), unvested RSUs, shares owned in a self-directed IRA, "phantom shares" held in the deferred compensation plan and certain shares owned or held for the benefit of a spouse or minor children are counted toward the guidelines. Options and unearned PSUs are not counted toward the ownership guidelines.

The Board has established a policy requiring executive officers to retain ownership of the shares received from the vesting or payout of any RSU and PSU awards granted under our stock incentive plan (net of any shares used to satisfy tax obligations) for one year following such vesting or payout. An executive may substitute the tax basis of the shares under restriction for other shares held outright.

As of the close of the last fiscal year and the date of this report, all NEOs subject to the ownership guidelines are in compliance with the guidelines. At $74.21 per share (the December 29, 2023 closing stock price), our NEOs held Company stock as of a multiple of their ending 2023 base salaries as follows:

Stock Ownership Achievement

Minimum Ownership Requirement as a Multiple of Base Salary

Ownership as a Multiple of 2023 Base Salary

Stock ownership guidelines for members of our Board require them to own 7.5 times the annual cash retainer within five years of being appointed to the Board. As of December 31, 2023, all directors were in compliance with this requirement.

Hedging and Pledging Policy

The Board maintains the Company's insider trading policy, which prohibits hedging and pledging of shares by all employees, including executive officers, consultants, contractors, members of the Board and any persons that reside in the same household as any of the foregoing persons. Our insider trading policy also prohibits members of the Board and any employees from engaging in short-term or speculative transactions involving our securities. Our insider trading policy provides that members of the Board and employees may not engage in short sales of our securities, including short sales "against the box," or purchase sales of puts or calls for speculative purposes. Our insider trading policy also strictly prohibits trading in call or put options involving Centene securities and other derivative securities and holding Centene securities in a margin account. The Board also maintains a policy regarding material nonpublic information, which sets forth prohibition against trading in Centene's securities and entering into or amending 10b5-1 plans during a specified period for certain employees and pre-clearance procedures for section 16 officers. As of March 15, 2024, all executive officers and directors were in compliance with these policies.

Deductibility of Executive Compensation

Section 162(m)(6), which was enacted as part of the Patient Protection and Affordable Care Act, amended the Code to limit the amount that certain healthcare insurers and providers, including the Company, may deduct for compensation to any employee in excess of $500,000 for a tax year beginning after December 31, 2012. This legislation does not create any exceptions for performance-based compensation and is not otherwise impacted by the adoption of the Tax Cuts and Jobs Act enacted on December 22, 2017. The Compensation and Talent Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Compensation and Talent Committee believes such payments are appropriate and in the best interests of our stockholders, after taking into consideration changing business conditions and the performance of its employees. We were subject to the limitation in 2023.