CNC: Director Greco Resigns for CEO Role at FleetPride, Board Reduced

Rhea-AI Filing Summary

Centene Corporation disclosed that Director Thomas R. Greco notified the company on August 12, 2025 that he will resign effective August 22, 2025 due to increased professional responsibilities after his appointment as chief executive officer of FleetPride, Inc., a privately-held automotive parts company. The filing states his resignation was not the result of any dispute or disagreement with Centene or its Board. The Board has reduced its size to nine directors effective upon his resignation.

Positive

• Resignation disclosed as voluntary and explicitly stated to be not due to any dispute or disagreement with the company or the Board

Negative

• Director Thomas R. Greco is resigning, reducing the Board to nine directors
• Vacated committee roles: he will no longer serve on the Compensation and Talent Committee and the Governance Committee

Insights

Corporate Governance Expert

TL;DR: A non-dispute resignation of a director for new professional duties reduces board size to nine.

The director's departure is described as voluntary and related to a new executive role outside the company, and the filing explicitly states there was no disagreement with management or the board. From a governance perspective, a voluntary resignation under these circumstances is routine but requires the board to consider whether to fill the vacancy to restore prior board composition or maintain a smaller board. The immediate material facts are clear: resignation date, reason, and board size change. No additional disclosures about succession, committee membership replacements, or conflicts were provided in the filing.

Risk Analyst

TL;DR: Departure lowers board headcount but involves no stated dispute; short-term governance impact appears limited.

The filing identifies a single director resignation tied to an external CEO appointment and notes committee memberships (Compensation and Talent Committee and Governance Committee) that he vacated. The explicit denial of any disagreement reduces immediate governance risk signals. However, the loss of an experienced director and committee member is a concrete change that the board must address operationally. The filing contains no information on replacement plans or potential impacts to committee functioning.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

CENTENE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-31826

42-1406317

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7700 Forsyth Boulevard,

St. Louis,

Missouri

63105

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (314) 725-4477

(Former Name or Former Address, if Changed Since Last Report): N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 Par Value

CNC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(a)    On August 12, 2025, Director Thomas R. Greco notified Centene Corporation (the Company) of his resignation, including from his service on the Compensation and Talent Committee and the Governance Committee, effective August 22, 2025. Mr. Greco's resignation was due to increased professional responsibilities resulting from his recent appointment as chief executive officer of FleetPride, Inc., a privately-held automotive parts company. His resignation was not the result of any dispute or disagreement with the Company or the Company's Board of Directors (the Board) on any matter relating to the operations, policies or practices of the Company. 

Effective as of Mr. Greco's resignation, the Board reduced the number of directors constituting the Board to nine directors.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTENE CORPORATION

Date:

August 15, 2025

By:

/s/ Christopher A. Koster

Christopher A. Koster Executive Vice President, Secretary and General Counsel

FAQ

Why did Centene (CNC) director Thomas R. Greco resign?

The filing states Mr. Greco resigned due to increased professional responsibilities after becoming chief executive officer of FleetPride, Inc.

When is Thomas R. Greco's resignation from Centene effective?

The resignation is effective August 22, 2025, per the filing notifying the company on August 12, 2025.

Was Thomas R. Greco's resignation related to any disagreement with Centene?

No. The filing explicitly states the resignation was not the result of any dispute or disagreement with the company or its Board.

How does the Board composition change after the resignation?

Effective upon Mr. Greco's resignation, the Board's size was reduced to nine directors.

Which board committees did Thomas R. Greco serve on at Centene?

He served on the Compensation and Talent Committee and the Governance Committee, and resigned from those committee roles.