CENTENE CORP

2024 Executive Compensation Program

The 2024 compensation plan design and metrics were developed by management and the Compensation and Talent Committee in early 2024. They reflect our compensation philosophy and modernized incentive design. Based on the positive feedback received from stockholders regarding our current compensation practices, we made limited changes to our existing compensation program.

The following is an overview of our 2024 executive compensation program.

Base Salary

In February 2024, the Compensation and Talent Committee evaluated the 2024 base salaries of our NEOs and took into account the Company's 2024 projected revenue of approximately $144 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 Ms. Smith to reflect her appointment to Chief Operating Officer, effective January 1, 2024.

The NEOs were paid competitive base salaries as determined by the evaluation of the market value for each specific job. Since Centene is a pay-for-performance company, in 2024, only 8% of the CEO's total target compensation was comprised of base salary and, on average, 16% of all other 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 benchmarking.

Other than Ms. Smith's increase in base salary in connection with her appointment to Chief Operating Officer, 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 2024. Based on a review of market data, the Compensation and Talent Committee approved an annual cash incentive plan target opportunity in 2024 as follows:

2024 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 158%.

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 Compensation and Talent 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 2024. The Compensation and Talent Committee included an additional data point at $7.00 Adjusted Diluted EPS with a 150% payout to further incentivize all of management to achieve $7.00 of Adjusted Diluted EPS. The Company reported Adjusted Diluted EPS for 2024 of $7.17, resulting in an achievement of 167%.

Evaluation of Enterprise Performance

For 2024, the Compensation and Talent Committee uses a balanced scorecard approach for a number of quantitative and qualitative enterprise goals. The goals are established at the beginning of the fiscal year; the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. The evaluation of our enterprise goals involved a review of the performance of three equally weighted key 2024 goals that were established as critical initiatives in 2024. The blended performance of all enterprise unit goals was 130%.

Profitable Growth

Our profitable growth goals in 2024 were successful reprocurements and new business wins, Duals membership growth, acceleration of our ICHRA strategy including our Indiana pilot, enhanced advance premium tax credit (eAPTC) advocacy, M&A and other activities consistent with our long-term growth plan.

We were successful with key reprocurements including, but not limited to, the following markets: Florida, Michigan, Kansas, Iowa, Pennsylvania and New Hampshire. We capitalized on new business including opportunities in Michigan (Highly Integrated Dual Eligible Special Needs Plan (HIDE SNP) & LTSS) and Ohio (Fully Integrated Dual Eligible (FIDE) SNP). These and other business development awards in 2024 represent approximately $18 billion of annualized revenue. Finally, the Marketplace product ended the year with over four million members, the highest since the inception of the Affordable Care Act (ACA), and delivered margins well-within our long-term target range. We also developed and executed a state-based strategy to support eAPTCs.

We successfully launched an ICHRA pilot in the state of Indiana, resulting in significant interest in the product, and we recruited and subsequently installed a President for the ICHRA product. In addition, we exceeded our Duals membership goal by over 10%. Relative to M&A, we closed the Circle Health divestiture in January 2024, which marked the sunset of our international portfolio. We also completed the divestiture of Collaborative Health Systems in October 2024. These divestitures allow the Company to focus on our core lines of business.

While we had significant wins in 2024, consistent with our long-term growth strategy, we had disappointing initial results in Texas, where we lost business in certain regions, and in Georgia. Both results remain subject to ongoing protest.

As a result of the considerations outlined above, the Compensation and Talent Committee set the metric achievement for profitable growth at 120%.

Customer Experience

Our customer experience goals were defined by the following: (1) successful deployment of a provider portal and digital product suite to improve the provider administrative experience, (2) improving our relationships with key customers, including our government partners, and (3) investing in innovation to drive health outcomes.

In evaluating our performance against these goals, the Compensation and Talent Committee considered the following outcomes. Nearly all markets are now live on industry-standard provider portal technology, allowing providers to use this portal to submit authorizations and claims, enabling digital transactions and faster processing of data exchange between Centene and our provider partners, and creating access to health plan information for their Centene patients.

As of November 2024, our providers have access to clinical tools, member data, and health plan information for 73% of our members across 24 states, and nine additional market implementations were completed in January 2025 as originally planned. In 2025, we will be focused on implementing new value-added capabilities and driving increased provider adoption.

We transformed our relationships with key customers, including our government partners by delivering on sustained operational improvements, including a strong CMS Medicare Program Audit. We partnered on innovation projects with state and federal leadership, including participating in CMS’ health care payment and learning action network (HCP LAN) and engaged as a data and thought partner with CMS on multiple other innovation projects.

Finally, we invested in unique projects to drive health outcomes in our communities, including two key partnerships to strengthen value-based care and maternal and child health outcomes: one partnership with the NACHC across the country, and a second project that unlocks approximately $900 million of construction-related activity for low-income housing and community development services across the country.

Based on the evaluation of these key milestones, the Compensation and Talent Committee assigned a 130%achievement level for this metric.

Top-Quartile Culture

Our final enterprise goal was centered on Centene's culture journey. Performance indicators were based on launching a validated culture assessment with above-benchmark participation, finalizing and introducing a behavior framework, deploying an accountability model, and meeting or exceeding Fortune 100 median engagement results. In assessing performance against this goal, the Compensation and Talent Committee recognized that we co-developed a first-of-its-kind, science-based culture assessment and outperformed an aggressive goal for company-wide participation. We introduced a behavior framework and have incorporated behaviors into the performance management program to hold ourselves accountable for measured culture progress. Engagement performance exceeded Fortune 100 Top Quartile for all indices.

As a result, the Compensation and Talent Committee assigned an achievement level of 140%for this metric.

Evaluation of Quality Goals

We track internal forecast data around quality metrics for our business lines 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 2024 cash incentive plan are the result of efforts performed in 2023, impacting the 2026 revenue year. The target range was capped at 45% of Medicare members in a 3.5+ Star plan. The Medicaid HEDIS measures metric is based on a national average year-over-year improvement and performance on priority HEDIS measures. Both metrics are formula based with defined thresholds, targets and maximums. The priority HEDIS measures for 2024 included diabetes management, controlling high blood pressure, well child and adolescent visits, breast cancer screenings, and two measures focused on maternal medicine.

The Company exceeded its target with 55% of Medicare membership in 3.5+ Star plans, despite higher than industry-anticipated cut point changes. The Company met or outperformed on the Medicaid HEDIS measures in nearly all our health plans, resulting in aggregate year-over-year improvement on an overall average basis.

The Compensation and Talent Committee approved a quality metric payout of 169%, based on the formulaic results of the quality Star ratings and HEDIS measures.

The result of our quality metric is shown below:

Evaluation of Individual Performance

The Compensation and Talent Committee assessed how each NEO contributed to achieving the Company's Adjusted Diluted EPS objective and enterprise goals established at the beginning of the year. Based on their assessment of each NEO’s contributions toward our enterprise goals, two individual performance adjustments were made for 2024. Mr. Asher's payout was positively adjusted, reflecting his assumption of Medicaid and Markets oversight in 2024; this represented a significant scope increase without a corresponding base pay adjustment in 2024. Mr. Fasola's payout reflects his adjusted scope during 2024 as he transitioned to senior advisor in preparation for his July 2025 retirement.

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

Long-Term Incentive Awards

2024 Annual Long-Term Incentives

In 2024, as a result of positive feedback from our stockholders and a desire for stability, we only made minor changes to our long-term incentive design and metrics. The 2024 awards were granted in March and consisted of the following:

•Performance-based Restricted Stock Units (PSUs) (65% of shares granted) - The metrics for the 2024-2026 performance period are three-year adjusted pre-tax earnings growth (34% weight), three-year average adjusted pre-tax earnings margin (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 the Company's TSR for the performance period is negative, then the payout for this component will not exceed 100% of target. If earned, PSUs will vest in February 2027.

•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 2024:

2022-2024 Performance-Based Restricted Stock Unit Award Results

In December 2021, the Compensation and Talent Committee established the following metrics, targets and weights for the 2022-2024 PSUs. The Company results of both targets are shown below with a total percentage earned at 44.6% of the target:

The number of shares earned by each NEO at 44.6% are reflected in the table below, demonstrating our rigorous goals:

2022-2024 Cash Long-Term Incentive Plan Award Results

In December 2021, the Compensation and Talent Committee established the following metrics, targets and weights for the 2022-2024 Cash LTIP. The Company results for each metric are shown below. The Company was below the threshold for the Adjusted Net Earnings Margin and relative TSR metrics. Only the Adjusted Diluted EPS metric exceeded the minimum threshold, resulting in a total percentage earned at 22.3% of the target reflecting our recent stock price performance:

The amounts earned by each NEO at 22.3% are reflected in the table below:

Status of LTI Award Programs

TSR-Based LTI Award Status Through December 31, 2024

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. However, additional benefits to our NEOs can include relocation benefits and premiums for insurance benefits.

We believe that the personal safety and security of our NEOs is of the utmost importance to the Company and our stockholders. We provide security services to certain executives as part of proper risk management. Security services may include, in some cases, personal security services, including the use of Company provided aircraft. These protections are provided due to the range of security issues encountered by executive officers of large corporations in our industry.

2025 Compensation Decisions

In 2025, the Compensation and Talent Committee made minor updates to the annual cash incentive and long-term incentive plan design and structure based on positive feedback from stockholders. The Compensation and Talent Committee discussed and evaluated feedback from stockholders, considered peer practice and compensation trends, and considered Company-specific factors.

Based on this assessment, the Compensation and Talent Committee incorporated premium and service revenues into the annual cash incentive reflecting a philosophy that revenue growth is critical for profitable growth and adjusted the weighting of other metrics, reflecting an overall shift to more formulaic metrics. The Compensation and Talent Committee replaced the adjusted pre-tax growth CAGR with Medicare performance in our long-term incentive and adjusted the weighting of the metrics.

2025 Annual Cash Incentive

The Compensation and Talent Committee rewards NEOs with an annual cash incentive award for achieving the Company's predefined annual metrics. For the 2025 annual cash incentive awards, the Compensation and Talent Committee included Adjusted Diluted EPS, organic premium and service revenue, quality, and strategic goals.

The Adjusted Diluted EPS and organic premium and service revenue targets align with our 2025 guidance announced in connection with our 2024 year-end earnings release. Our annual cash incentive plan targets are 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 at target for our short-term and long-term incentive programs and include stretch goals to reach to pay above target.

2025 Annual Cash Incentive Metrics

The Compensation and Talent Committee will assess and evaluate how each NEO contributed to achieving this Adjusted Diluted EPS and organic premium and service revenue and the other pre-determined objectives stated above. Individual performance adjustments may be incorporated to reflect the executives' contributions towards the goals.

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, 60% of each award is aligned with the Adjusted Diluted EPS target, 20% is based on meeting organic premium and service revenue targets, 20% is based on a combination of specific quality metrics and strategic goals of the overall company.

In 2025, 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 focused on key initiatives related to profitable growth and talent & culture. As part of our quality objectives, we have goals that are tied to key Medicare and Medicaid quality metrics.

2025-2027 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 success and align executive and stockholder interests. This includes using adjusted pre-tax earnings margin, Medicare performance, and relative TSR. Annual grants are based on performance and are guided by market practices.

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

•PSUs (60% of stock granted) that are based on meeting predetermined performance targets (average adjusted pre-tax earnings margins, Medicare performance, and a three-year relative TSR) vest at the end of the three-year performance period.

•RSUs (40% 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 2024, our run rate was 0.7%. Due to 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 to eligible employees but may also be approved at other times for a promotion, retention, 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, and Kenneth J. Fasola. 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 their 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.

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 an employment agreement with Mr. Fasola on February 20, 2023, pursuant to which Mr. Fasola agreed to serve as our President. Mr. Fasola is adviser to the Company as of January 1, 2025, and is expected to retire as of July 1, 2025.

Under the terms of any employment agreement and under the Centene Corporation Amended and Restated Executive Severance and Change in Control Plan (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 and Fasola, see the "Individual Employment Agreements" section.

Executive Severance Plan

Christopher A. Koster and Susan R. Smith are each subject to restrictive covenant agreements and eligible for benefits under the Company's Executive Severance Plan.

Under the Executive Severance Plan, if Mr. Koster or Ms. Smith undergoes a termination of employment without cause (other than a change in control termination), he or she will receive the following: (i) a lump sum equal to one times his/her 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; and (iv) outplacement assistance for six months following the termination. If Mr. Koster or Ms. Smith 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 or she will receive the following: (i) a lump sum equal to two times his/her base salary plus two times his/her average bonus plus a prorated target 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 Ms. Smith 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 Ms. Smith undergoes a change in control termination.

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 vesting period and actual performance outcomes.

•One-year continuation of vesting of RSUs upon a qualified retirement.

•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. Asher is eligible for qualified retirement treatment. His employment agreement also provides for the acceleration of equity awards upon retirement.

Clawback Policy

We have adopted 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 the executive officers 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.

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 $60.58 per share (the December 31, 2024 closing stock price), our NEOs held Company stock as of a multiple of their ending 2024 base salaries as follows:

Stock Ownership Achievement

Minimum Ownership Requirement as a Multiple of Base Salary

Ownership as a Multiple of 2024 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, 2024, all directors were in compliance with this requirement.

Insider Trading Policy

The Company maintains insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards. A copy of ourinsider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K.

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 14, 2025, 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 2024.

Policies on the Timing of Equity Awards

Item 402(x) of Regulation S-K requires us to discuss our policies and practices on the timing of awards of options in relation to the disclosure by us of material nonpublic information. We historically do not strategically time long-term incentive awards in coordination with the release of material nonpublic information and have never had a practice of doing so. Accordingly, we do not consider the release of material nonpublic information in relation to the grant of such awards, and do not time such release for the purpose of affecting the value of execution compensation. In addition, we do not currently grant stock options or similar awards and have not granted any such awards since 2021. Our equity award accounting complies with GAAP in the United States and is transparently disclosed in our SEC filings.