ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Centene Corporation ("Centene") appointedAndrew L. Asher to the role of Executive Vice President and Chief Financial Officer ofCentene , effective as ofMay 7, 2021 . In connection with the appointment ofMr. Asher ,Jeffrey A. Schwaneke ceased to serve as the Executive Vice President and Chief Financial Officer ofCentene .Mr. Schwaneke will remain withCentene as its Executive Vice President of HealthCare Enterprises. In connection withMr. Asher's appointment,Centene entered into a letter agreement withMr. Asher (the "Letter Agreement"). The Letter Agreement provides thatMr. Asher will report toMichael F. Neidorff , Chairman, President and Chief Executive Officer ofCentene .Mr. Asher will have a base salary of$975,000 and a target annual cash bonus of 100% of his base salary.Mr. Asher will remain eligible to participate inCentene's cash long-term incentive plan, with a target cash opportunity of 100% of his base salary and with the potential to earn up to 200% of his target opportunity. The Letter Agreement further provides thatMr. Asher will receive an one-time award of 50,000 time-based restricted stock units, which will vest in equal installments on the first three anniversaries of the date of grant.Mr. Asher , age 52, joinedCentene in connection with the closing ofCentene's acquisition ofWellCare Health Plans, Inc. ("WellCare") inJanuary 2020 , and prior to his appointment as Executive Vice President and Chief Financial Officer ofCentene , served as Executive Vice President,Envolve Health and Chief Executive Officer, Envolve Pharmacy Solutions. Prior to joiningCentene ,Mr. Asher served as chief financial officer of WellCare for six years and oversaw all aspects of the finance organization. Before joining WellCare,Mr. Asher held senior finance positions at Aetna as well asCoventry Health Care and has over 30 years of experience in finance.Mr. Asher holds a bachelor's degree in accounting from theUniversity of Florida and a master's in taxation from theUniversity of Central Florida . There was no other arrangement or understanding pursuant to whichMr. Asher was selected as an officer ofCentene . There are no family relationships betweenMr. Asher and any director or executive officer ofCentene , or any person chosen byCentene to become a director or executive officer. There are no related party transactions in respect ofCentene of the kind described in Item 404(a) of Regulation S-K in whichMr. Asher was a participant.
The foregoing description of the Letter Agreement is not complete and is subject to and qualified in its entirety by reference to the Letter Agreement.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the press release announcing the events described in Item 5.02 above is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Exhibit Number Description 99.1 Centene Corporation Press Release issuedMay 7, 2021 . 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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