ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Leadership Changes. OnDecember 14, 2022 ,Centene Corporation (the "Company") announced that the Board of Directors of the Company had appointedKenneth Fasola , 63, as President of the Company andJames Murray , 69, as Executive Vice President, Chief Operating Officer of the Company effective as ofDecember 14, 2022 .Brent Layton , the Company's current President and Chief Operating Officer, will transition to the role of Senior Advisor to the Chief Executive Officer as a non-executive officer until his planned retirement onDecember 31, 2023 .Mr. Fasola has served as the Company's Executive Vice President ofHealth Care Enterprises sinceJanuary 6, 2022 . Beginning inNovember 2019 ,Mr. Fasola served as the Chief Executive Officer and a member of the Board of Directors ofMagellan Health Inc , until the Company acquired it onJanuary 4, 2022 .Mr. Fasola previously served as Chief Growth Officer ofAncillary and Individual Health Services atUnited Healthcare from April toNovember 2019 . Prior to that position, he served as Chairman, President and Chief Executive Officer ofHealthMarkets, Inc. , a subsidiary ofUnitedHealth Group , fromSeptember 2010 throughJanuary 2019 . Prior to joining HealthMarkets,Mr. Fasola spent nearly 20 years in executive leadership roles atUnitedHealth Group and Humana.Mr. Fasola holds a Bachelor of Science in Health Planning and Administration fromPennsylvania State University and was named an Alumni Fellow in 2010.Mr. Murray has served as Chief Transformation Officer of the Company sinceJanuary 6, 2022 , leading the Company's Value Creation Office as well as itsBehavior Health business. Prior to that, beginning inJanuary 2020 ,Mr. Murray was the President and Chief Operating Officer ofMagellan Health, Inc. , where he oversaw theMagellan Behavioral and Specialty Health and Magellan Complete Care business segments. During 2019,Mr. Murray served as President ofPrimeWest Health , aDallas -based company which supports physician shift to value-based care. From 2017 to 2019, he served as Chief Executive Officer of LifeCareHealthPartners , aDallas -based hospital system. Prior to that,Mr. Murray served as Executive Vice President and Chief Operating Officer of Humana and has held other significant leadership roles over a career spanning nearly three decades.Mr. Murray holds a Bachelor of Science in Accounting from theUniversity of Dayton and is a certified public accountant. There are no arrangements or understandings between Messrs. Fasola or Murray and any other persons pursuant to which either was elected to serve as an executive officer. There are no family relationships betweenMr. Fasola orMr. Murray and any director or executive officer of the Company. NeitherMr. Fasola norMr. Murray has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Amendment to Layton Employment AgreementMr. Layton's employment agreement with the Company, dated as ofApril 27, 2022 , has been amended, effectiveDecember 13, 2022 (the "Employment Agreement Amendment") to provide forMr. Layton to assume the role of Senior Advisor to the Chief Executive Officer of the Company. All other terms ofMr. Layton's employment agreement remain in full force and effect. The foregoing description of the Employment Agreement Amendment is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE
OnDecember 14, 2022 , the Company issued a press release announcing the events described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit Number Description 10.1 Amendment to Executive Employment Agreement
between
Brent Layton dated December 13 , 2022. 99.1 Press Release, dated December 14, 2022 . 104 Cover page information from Centene Corporation's
Current Report on Form 8-K
filed onDecember 14, 2022 formatted in iXBRL
(Inline Extensible Business
Reporting Language).
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