DEF 14A of Molina Healthcare, Inc.
Filed Mar 17, 2025 · FY20240001179929-25-000043
Board Nominees
Board Nominees You are being asked to vote for nine director nominees: Barbara L. Brasier, Leo P. Grohowski, Dr. Stephen H. Lockhart, Steven J. Orlando, Ronna E. Romney, Richard M. Schapiro, Dale B. Wolf, Richard C. Zoretic, and Joseph M. Zubretsky, each for a one-year term expiring in 2026. Each of the director nominees is currently a member of the Board, except for Mr. Grohowski, who is being nominated to serve as a director at the 2025 Annual Meeting. This proposal requires for each nominee the affirmative vote of a majority of votes cast at the annual meeting.
Board Nominees
| | Molina Healthcare, Inc. 2025 Proxy Statement | 1 | | | |
Board Nominees
| | | | PROPOSAL ONE Election of Directors | |
Board Nominees
| All nine director nominees will be elected for a one-year term expiring at the next annual meeting of stockholders. All directors will serve until the expiration of their respective terms and until their respective successors are elected and qualified, or until such director’s earlier resignation, removal from office, death, or incapacity. Under our bylaws, each director nominee receiving a majority of the votes cast at the meeting at which a quorum is present will be elected as a director. If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, that director will continue to serve as a “holdover director” until a successor is qualified and elected. However, under our bylaws the holdover director would be required to tender his or her offer to resign to our corporate secretary promptly following certification of the election results. Within 90 days following certification of the election results, (i) the corporate governance and nominating committee will consider, and make a recommendation to the Board, as to whether to accept or reject the resignation, or whether other action should be taken, and (ii) the Board will act on the committee’s recommendation and publicly disclose its decision and the rationale behind it. The holdover director would not participate in either the committee’s or the Board’s deliberations regarding that director’s offer to resign. | | | | Nominees for Election to Board of Directors •Barbara L. Brasier •Leo P. Grohowski •Dr. Stephen H. Lockhart •Steven J. Orlando •Ronna E. Romney •Richard M. Schapiro •Dale B. Wolf •Richard C. Zoretic •Joseph M. Zubretsky |
Board Nominees
Upon recommendation of the corporate governance and nominating committee, eight of our nine incumbent directors have been nominated by the Board for re-election. Those eight incumbent directors are Barbara L. Brasier, Dr. Stephen H. Lockhart, Steven J. Orlando, Ronna E. Romney, Richard M. Schapiro, Dale B. Wolf, Richard C. Zoretic, and Joseph M. Zubretsky. One of our directors, Mr. Daniel Cooperman, has decided to step down from the Board upon the expiration of his term at the 2025 annual meeting, and will not be seeking re-election. As part of our Board refreshment philosophy, in 2024 the corporate governance and nominating committee retained a third-party director search firm to identify new director candidates. As a result of that process, and pursuant to the recommendation of the corporate governance and nominating committee, the Board has nominated a new director nominee, Mr. Leo P. Grohowski. The Board believes that each of the director nominees possesses the requisite qualifications, skills, experience, and expertise to oversee and to provide strategic counsel and advice to the Company. In addition, each of the director nominees, except Mr. Zubretsky, the Company’s president and chief executive officer, meets the independence standards contained in the New York Stock Exchange (“NYSE”) corporate governance rules and Molina Healthcare’s Corporate Governance Guidelines. For a summary of the director nominees, including their respective qualifications, skills, and experience, please see the information below provided under the captions, “Information About Director Nominees” and “Additional Information About Directors.” Proxies can only be voted for the nine named director nominees. If elected, directors will serve for a one-year term expiring at the annual meeting of stockholders for 2026. In the event any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee who may be designated by the Board of Directors to fill the vacancy or the Board of Directors may elect to reduce its size. As of the date of this proxy statement, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a director.
Board Nominees
| | The Board of Directors unanimously recommends that the stockholders vote "FOR" the election of each Director nominee. |
Board Nominees
| | 2 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Board Nominees
Information About Director Nominees Director Nominees for 2025
Board Nominees
| | Barbara L. Brasier BUSINESS EXPERIENCE •Has over 40 years of corporate finance and accounting experience •Served as Chief Financial Officer for Herc Rentals Inc., an equipment rental company, from 2015 to 2018 •Served as Senior Vice President, Tax and Treasury for Mondelez International, a multinational food and beverage company, (successor to Kraft Foods, Inc.) from 2012 to 2015 •Served as Senior Vice President and Treasurer of Kraft Foods, Inc. from 2011 to 2012 and from 2009 to 2010 and Senior Vice President, Finance of Kraft Foods Europe from 2010 to 2011 •Served as Vice President and Treasurer at Ingersoll Rand, a diversified industrial company, from 2004 to 2008 •Served in a variety of corporate and business unit roles at Mead Corporation from 1984 to 2002, starting as general accountant and progressing to Director of Audit, divisional Chief Financial Officer, and divisional President. From 2002 to 2004, served as Treasurer of MeadWestvaco Corporation (successor to Mead Corporation) •Began career in public accounting, working in audit and tax at Touche Ross & Co. (now Deloitte) •Member of the Board of Directors of John Bean Technologies Corporation since 2019 •Member of the Board of Directors of Lancaster Colony Corporation since 2019 •Member of the Board of Directors of Henny Penny Corporation since 2020 •Holds a B.S. in accounting (summa cum laude) from Bowling Green State University •Holds an MBA from University of Dayton •Certified Public Accountant (inactive) | | | Former Chief Financial Officer, Herc Rentals Inc. | | | | AGE: 66 | | | | DIRECTOR SINCE: 2019 | | | | BOARD COMMITTEES: •Audit (Financial Expert) •Compensation | | | | EDUCATION: B.S. in Accounting (summa cum laude) from Bowling Green State University MBA from University of Dayton | | | | | | SKILLS AND QUALIFICATIONS Ms. Brasier has been a leader for a diverse portfolio of international public companies over her 40-year career in corporate finance and accounting, and has a broad and deep skill set, built from working in every facet of finance, as well as leading business operations. Ms. Brasier has experience managing large-scale change brought about by mergers, acquisitions, and transformative reorganizations, and has managed exceptional business challenges, frequently building teams and processes from scratch. |
Board Nominees
| | Molina Healthcare, Inc. 2025 Proxy Statement | 3 | | | |
Board Nominees
| INFORMATION ABOUT DIRECTOR NOMINEES | TABLE OF CONTENTS |
Board Nominees
| | Leo P. Grohowski BUSINESS EXPERIENCE •Has over 40 years of investment experience and served as chief investment officer for major financial institutions from 1993 to 2023 •Served as Chief Investment Officer for BNY Mellon Wealth Management from 2007 to 2023 •Served as President for Mellon Hedge Advisors, LLC from 2010-2023 •Served as President for Mellon Global Investing Corp. from 2010-2023 •Served as Chief Investment Officer for US Trust, Bank of America from 2005 to 2007 •Served as Chief Investment Officer for Deutsche Bank Americas, from 2002-2005 •Served as Chief Investment Officer for Deutsche Bank Private Banking from 1999 to 2002 •Holds an MBA Finance from New York University •Holds a BA in Economics (magna cum laude) from Drew University | | | Former Chief Investment Officer, BNY Mellon Wealth Management | | | | AGE: 66 | | | | DIRECTOR NOMINEE: 2025 | | | | | | SKILLS AND QUALIFICATIONS Mr. Grohowski has extensive investment experience having served as chief investment officer for major financial institutions with responsibility for investment strategy and management functions. He has broad knowledge of financial, investment, and risk management. Mr. Grohowski’s experience and executive management will bring a valuable perspective to the Board and qualifies him to serve as a member of the Board. | | EDUCATION: MBA Finance from New York University BA in Economics (magna cum laude) from Drew University | | |
Board Nominees
| | 4 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Board Nominees
| TABLE OF CONTENTS | INFORMATION ABOUT DIRECTOR NOMINEES |
Board Nominees
| | Stephen H. Lockhart, M.D., Ph.D. BUSINESS EXPERIENCE •Served as senior vice president and chief medical officer for Sutter Health Network, a not-for-profit system of hospitals, physician organizations and research institutions in Northern California, from 2015 to 2021 •From 2010 to 2015, served as Sutter Health Network’s regional chief medical officer for the East Bay Region •From 2008 to 2010, served as chief administrative officer at the St. Luke’s campus of Sutter’s California Pacific Medical Center (CPMC) •From 2003 to 2008, served as medical administrative director of surgical services at CPMC, where he had a practice for 20 years •Serves on the board of West Pharmaceutical Services since 2022 •Serves on the board of directors of NRC Health since 2021 •Serves on the boards of the David and Lucile Packard Foundation, and is chairman of Parks California – a nonprofit dedicated to supporting California's parks and public lands •From 2015 to 2021 served on the board of the ECRI Institute •From 2010 to 2021 served on the board of Recreational Equipment, Inc. •Named in 2017 to Governor Brown’s Advisory Committee on Precision Medicine as part of California’s continued effort to use advanced computing and technology to better understand, treat, and prevent disease •Board-certified anesthesiologist •Holds a Master’s in economics from Oxford University, 1979 •Holds M.D. and Ph.D. degrees from Cornell University, 1984/1985 •Self identifies as African-American | | | Former Chief Medical Officer, Sutter Health Network | | | | AGE: 66 | | | | DIRECTOR SINCE: 2021 | | | | BOARD COMMITTEES: •Compliance and Quality | | | | | | SKILLS AND QUALIFICATIONS Dr. Lockhart has extensive healthcare industry experience, having held several leadership positions, including as chief medical officer and chief administrative officer, with responsibilities for quality, patient safety, research, and education. Dr. Lockhart has a passion for furthering equitable health outcomes in the healthcare system, and during his career tenure he has spearheaded the design and implementation of health equity programs. |
Board Nominees
| | Molina Healthcare, Inc. 2025 Proxy Statement | 5 | | | |
Board Nominees
| INFORMATION ABOUT DIRECTOR NOMINEES | TABLE OF CONTENTS |
Board Nominees
| | Steven J. Orlando BUSINESS EXPERIENCE •Has over 40 years of business and corporate finance experience •From 2000 to the present, has operated his own financial management and business consulting practice, Orlando Company •Served as Greater Sacramento Bancorp director and chairman of its audit committee from January 2009 to January 2015 •Served on multiple corporate boards, including service as chairman of the audit committee for Pacific Crest Capital, Inc., once a Nasdaq-listed corporation, from 1995 until its acquisition in 2004 •Served as Chief Financial Officer for various companies from 1978 to 2000 •Practiced as Certified Public Accountant with Coopers & Lybrand CPAs from 1974 to 1977 •Holds a B.S. in accounting from the California State University, Sacramento •Certified Public Accountant (inactive) | | | Founder, Orlando Company | | | | AGE: 73 | | | | DIRECTOR SINCE: 2005 | | | | BOARD COMMITTEES: •Audit (Chair & Financial Expert) •Corporate Governance & Nominating •Finance | | | | | | SKILLS AND QUALIFICATIONS Mr. Orlando’s extensive business, accounting, operations, and corporate finance experience with a wide range of companies gives him valuable and practical insights regarding the operational and financial issues confronting business enterprises. In addition, Mr. Orlando’s longstanding service on Molina’s board, as well as his prior service on other corporate Boards and audit committees, including those of a publicly traded financial institution, renders him well qualified to serve as the chairman of the audit committee and a member of other committees of the Board. |
Board Nominees
| | 6 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Board Nominees
| TABLE OF CONTENTS | INFORMATION ABOUT DIRECTOR NOMINEES |
Board Nominees
| | Ronna E. Romney BUSINESS EXPERIENCE •Has served as director for Park-Ohio Holdings Corp., a publicly traded logistics and manufacturing company, since 2001 •Lead Director of Molina Healthcare, Inc. Board of Directors from 2003 to 2017 •Director of Molina Healthcare of Michigan from 1999 to 2004 •Candidate for the United States Senate in 1996 for the state of Michigan •From 1989 to 1993, appointed by President George H. W. Bush to serve as Chairwoman of the President’s Commission on White House Fellowships •From 1984 to 1992, served on the Republican National Committee for the state of Michigan •From 1985 to 1989, appointed by President Ronald Reagan to serve as Chairwoman of the President’s Commission on White House Presidential Scholars •From 1982 to 1985, appointed by President Ronald Reagan to serve as Commissioner of the President’s National Advisory Council on Adult Education •Political and news commentator for radio and television from 1992 to 1998 •Honored as one of the NACD (National Association of Corporate Directors) Top 100 Directors for 2015 •Selected as one of WomenInc. Magazine’s 2023 and 2019 Most Influential Corporate Board Directors •Holds a B.A from Oakland University, Rochester, Michigan | | | Director, Park Ohio Holding Corporation | | | | AGE: 81 | | | | DIRECTOR SINCE: 2003; Vice-Chair of the Board | | | | BOARD COMMITTEES: •Compensation •Corporate Governance & Nominating (Chair) | | | | | | SKILLS AND QUALIFICATIONS Ms. Romney’s political skills, along with her extensive Board and corporate governance experience and knowledge, enable her to serve an important role as Vice-Chair of the Board. Ms. Romney has been a director since the Company’s initial public offering, and her familiarity with the Company’s business and the managed care sector are invaluable to the Board. Ms. Romney played a critical role in the Board as lead independent director from 2003 to 2017, when that position was eliminated and she became Vice-Chair. |
Board Nominees
| | Molina Healthcare, Inc. 2025 Proxy Statement | 7 | | | |
Board Nominees
| INFORMATION ABOUT DIRECTOR NOMINEES | TABLE OF CONTENTS |
Board Nominees
| | Richard M. Schapiro BUSINESS EXPERIENCE •In 2018, Mr. Schapiro achieved Board Leadership Fellow status, completed the NACD/ Carnegie Mellon Cyber-Security Course and was selected for inclusion in the 2018 NACD Directorship 100, recognizing individual directors who serve as role models promoting exemplary Board leadership, oversight, and courage in the boardroom •Since April 2015, served as Chief Executive Officer of SchapiroCo LLC •Since January 2017, served as an independent director for Transamerica Corporation, a wholly-owned subsidiary of Aegon NV, including as chair of its compensation committee since November 2018 and member of its audit committee since January 2017, and from April 2015 to January 2017, served as independent director for Transamerica Financial Life Insurance Company •JD/MBA with over 35 years of investment banking experience as a trusted advisor in the healthcare and financial services sectors principally at Salomon Brothers and Bank of America Merrill Lynch (retired 2014) •Bachelor of Science Degree in Accounting from Case Western Reserve University, 1977 •Master’s Degree in Business Administration from Bernard M. Baruch College, 1980 •Juris Doctorate from New York Law School, 1980 | | | Chief Executive Officer, SchapiroCo LLC | | | | AGE: 69 | | | | DIRECTOR SINCE: 2015 | | | | BOARD COMMITTEES: •Audit •Finance (Chair) | | | | | | SKILLS AND QUALIFICATIONS Mr. Schapiro is a former investment and corporate banker with over 35 years of experience covering the financial services and healthcare sectors. Mr. Schapiro’s experience provides an invaluable background for his service on the Board and as chair of the finance committee and a member of the audit committee. Mr. Schapiro offers value-added oversight regarding matters related to capital structure, debt and equity financings, and mergers and acquisitions. Mr. Schapiro advised the Company in connection with its 2003 IPO and subsequent follow-on offering, giving him an unique perspective of the Company’s history, growth, and competitive position. |
Board Nominees
| | 8 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Board Nominees
| TABLE OF CONTENTS | INFORMATION ABOUT DIRECTOR NOMINEES |
Board Nominees
| | Dale B. Wolf BUSINESS EXPERIENCE •Served as President and Chief Executive Officer of Onecall Care Management, a healthcare network management company, from January 2016 to February 2019, and Executive Chairman from September 2015 to January 2016 •President and CEO, DBW Healthcare, Inc. from January 2014 to June 2018 •Executive Chairman, Correctional Healthcare Companies, Inc., a national provider of correctional healthcare solutions, from December 2012 to July 2014 •Chief Executive Officer of Coventry Health Care, Inc. from 2005 to 2009 •Executive Vice President, Chief Financial Officer, and Treasurer of Coventry Health Care, Inc. from 1996 to 2005 •Member of the Board of Directors of EHealth, Inc., a Nasdaq listed company, since August 2019, and Chairperson of the Board of Directors of EHealth, Inc. since September 2021 •Member of the Board of Directors of Adapt Healthcare since October 2019 •Member of the Board of Directors of Correctional Healthcare Companies, Inc. from December 2012 to July 2014 •Member of the Board of Directors of Coventry Healthcare, Inc. from January 2005 to April 2009 •Member of the Board of Directors of Catalyst Health Solutions, Inc. from 2003 to 2012 •Graduated Eastern Nazarene College with a Bachelor of Arts degree in Mathematics, with honors •Completed MIT Sloan School Senior Executive Program •Fellow in the Society of Actuaries since 1979 | | | Chairman of the Board, Molina Healthcare, Inc. | | | | AGE: 70 | | | | DIRECTOR SINCE: 2013 | | | | BOARD COMMITTEES: •Compensation (Chair) •Corporate Governance & Nominating •Finance | | | | | | SKILLS AND QUALIFICATIONS Mr. Wolf is an experienced healthcare executive with visionary leadership skills. Mr. Wolf has served in multiple leadership roles, including chief executive officer and chief financial officer of Coventry Healthcare, a health insurer now owned by Aetna, and on the boards of several notable healthcare companies. Mr. Wolf’s extensive managerial and executive healthcare experience, as well as his familiarity with the managed care industry, render him an invaluable asset in helping to formulate and oversee the Company’s long-term business strategy. |
Board Nominees
| | Molina Healthcare, Inc. 2025 Proxy Statement | 9 | | | |
Board Nominees
| INFORMATION ABOUT DIRECTOR NOMINEES | TABLE OF CONTENTS |
Board Nominees
| | Richard C. Zoretic BUSINESS EXPERIENCE •Member of the board of directors of InnovAge Holding Corp., a leading healthcare delivery platform focused on providing all-inclusive, capitated care to high-cost, duel eligible seniors, since 2021 •Member of the Board of Directors of Aveanna Healthcare, a provider of pediatric care, since 2017 •Former member of the Board of Directors of Babel Health, a software company offering risk adjustment solutions for government sponsored health plan businesses, from 2018 to 2022 •Former member of the Board of Directors of Kepro, a medical management and cost containment solution provider, from 2018 to 2022 •Former member of the Board of Directors of Landmark Health from 2014 to 2018; HealthSun Health Plans from 2016 to 2017; and, Eastern Virginia Medical School from 2011 to 2014 •Executive Vice President, WellPoint, Inc. and President of WellPoint’s Government Business Division, from 2013 to 2014 •Various executive positions at Amerigroup Corporation, from 2003 to 2012, including: Chief Operating Officer from 2007 to 2012; Executive Vice President, Health Plan Operations & Healthcare Delivery from 2005 to 2007; and Chief Marketing Officer from 2003 to 2005 •Management Consultant at Healthcare Practice, Deloitte Consulting from 2001 - 2003 •Executive Vice President at iSolutions, Workscape, Inc. from 2000 - 2001 •Various executive positions at United Health Group, from 1994 to 2000, including: President, Commercial Middle Market Business Segment from 1999 to 2000; Senior Vice President, Mid-Atlantic Operations from 1996 to 1999; and Senior Vice President, Corporate Sales & Marketing from 1994 to 1996 •Graduated Pennsylvania State University, with a B.S. in Finance | | | Former Senior Executive, WellPoint | | | | AGE: 66 | | | | DIRECTOR SINCE: 2018 | | | | BOARD COMMITTEES: •Audit •Compliance & Quality | | | | | | SKILLS AND QUALIFICATIONS Mr. Zoretic has more than 30 years of experience in the healthcare business field, with responsibilities ranging from company operations to business structuring. He has also served in several Board of Director positions for healthcare and health technology companies. Mr. Zoretic’s comprehensive business background, and extensive past and current Board experiences, provide an invaluable knowledge base for his service on the Board and as a member of the compliance and quality committee, and the Company’s audit committee. |
Board Nominees
| | 10 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Board Nominees
| TABLE OF CONTENTS | INFORMATION ABOUT DIRECTOR NOMINEES |
Board Nominees
| | Joseph M. Zubretsky BUSINESS EXPERIENCE •Has served as President and Chief Executive Officer of Molina Healthcare, Inc. since November 6, 2017 •President and Chief Executive Officer of The Hanover Group from June 2016 to October 2017 •Chief Executive Officer and Senior Executive Vice President of Healthagen, LLC, a subsidiary of Aetna, Inc., from January 2015 to October 2015 •Senior Executive Vice President of National Businesses of Aetna, Inc. from February 2013 to December 2014, Senior Executive Vice President and Chief Financial Officer from November 2010 to February 2013, Executive Vice President and Chief Financial Officer from March 2007 to November 2010, and Chief Enterprise Risk Officer from April 2007 to February 2013 •Senior Executive Vice President of Finance, Investments and Corporate Development of Unum Group from 2005 to 2007 and Interim Chief Financial Officer from 2006 to 2007 •Special Partner, Chief Investment Officer, and Chief Financial Officer at Brera Capital Partners from 1999 to 2005 •Executive Vice President of Business Development and Chief Financial Officer of MassMutual Financial Group from 1997 to 1999 •Member of the Boards of Directors of several companies, including The Hanover Group from 2016 to October 2017 •Certified Public Accountant (inactive) •Holds a B.S. in Business Administration from University of Hartford, West Hartford, CT | | | President and Chief Executive Officer, Molina Healthcare, Inc. | | | | AGE: 68 | | | | DIRECTOR SINCE: 2017 | | | | | | SKILLS AND QUALIFICATIONS Mr. Zubretsky has more than 35 years of experience as a senior executive in strategy, operating, and finance roles in some of the world’s top insurance and financial companies including Aetna, Inc. and The Hanover Group. Since joining the Company, Mr. Zubretsky has successfully led the Company in its turnaround and growth plans. |
Board Nominees
| | Molina Healthcare, Inc. 2025 Proxy Statement | 11 | | | |
Board Nominees
Additional Information About Directors Summary of Director Qualifications, Skills, and Experience Our incumbent directors and new director nominee have a diverse array of expertise and skills in a broad range of substantive areas as highlighted below.
2024 Director Compensation
2024 Director Compensation The compensation committee makes recommendations to the Board with respect to the compensation level of directors, and the Board determines the directors’ compensation. During 2024, the Company paid the non-employee directors the following cash compensation:
2024 Director Compensation
| Non-Executive Director Fees | Non-executive directors received an annual cash retainer in the amount of $125,000. | | Non-Executive Chairman of the Board Fees | The non-executive chairman of the Board received an additional annual cash fee of $175,000, which was increased by $80,000 per year to $255,000, effective as of the fourth quarter of 2024. | | Vice Chair of the Board Fees | The vice-chair of the Board received an additional annual cash fee of $30,000. | | Audit Committee Fees | The chairperson of the audit committee received an additional annual cash fee of $32,500, and each member received an additional annual cash fee of $15,000. | | Compensation Committee Fees | The chairperson of the compensation committee received an additional annual cash fee of $22,500, and each member received an additional annual cash fee of $12,500. | | Corporate Governance and Nominating Committee Fees | The chairperson of the corporate governance and nominating committee received an additional annual cash fee of $22,500, and each member received an additional annual cash fee of $12,500. | | Compliance and Quality Committee Fees | The chairperson of the compliance and quality committee received an additional annual cash fee of $22,500, and each member received an additional annual cash fee of $12,500. | | Finance Committee Fees | The chairperson of the finance committee received $22,500, and each member of the finance committee received an additional annual cash fee of $15,000. |
2024 Director Compensation
The Company also reimburses its Board members for travel, food, and lodging expenses incurred in attending Board and committee meetings or performing other services for the Company in their capacities as directors. The Company also compensates its non-employee Board members $1,000 per diem for non-ordinary course Board and committee activity, excluding any educational events. Directors who are employees of the Company or its subsidiaries do not receive any compensation for their services as directors. Joseph M. Zubretsky, president and chief executive officer, is also a member of the Board. In addition, to link the financial interests of the non-employee directors to the interests of the stockholders, encourage support of the Company’s long-term goals, and align director compensation to the Company’s performance, each non-employee director is granted an equity award with a total value of $220,000 for 2024-2025. One quarter of that amount, or $55,000 of restricted stock, was granted on the first day of each quarter based on the closing price of the Company’s stock on the grant date and vested immediately. Such equity awards may be rounded up or down to account for fractional shares in the computation.
2024 Director Compensation
| | Molina Healthcare, Inc. 2025 Proxy Statement | 25 | | | |
2024 Director Compensation
| INFORMATION ABOUT THE BOARD AND ITS COMMITTEES | TABLE OF CONTENTS |
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Stephen H. Lockhart | 137,500 | 219,864 | — | — | — | — | 357,364 | | Daniel Cooperman | 147,500 | 219,864 | — | — | — | — | 367,364 | | Richard M. Schapiro | 162,500 | 219,864 | — | — | — | — | 382,364 | | Ronna E. Romney | 190,000 | 219,864 | — | — | — | — | 409,864 | | Dale B. Wolf | 370,000 | 219,864 | — | — | — | — | 589,864 | | Barbara L. Brasier | 152,500 | 219,864 | — | — | — | — | 372,364 | | Steven J. Orlando | 185,000 | 219,864 | — | — | — | — | 404,864 | | Richard C. Zoretic | 152,500 | 219,864 | — | — | — | — | 372,364 |
2024 Non-Employee Director Compensation
(1)The amounts reported as Stock Awards reflect the grant date fair value of restricted stock awards granted under the Company’s 2019 Equity Incentive Plan, in accordance with Accounting Standards Codification Topic 718, “Compensation - Stock Compensation.” The non-employee directors’ compensation program described above provides for an annual equity award valued at $220,000 for each director, or $55,000 per quarter. The amounts shown represent the aggregate grant date fair value of the awards, using the closing price of our common stock on January 1, 2024 of $361.31, April 1, 2024 of $404.20, July 1, 2024 of $292.16, and October 1, 2024 of $341.91. In the event that the grant date falls on a weekend or market holiday, the closing price on the most recent trading day is used in calculating the number of shares awarded. None of our non-employee directors held any stock options or unvested stock awards as of December 31, 2024.
2024 Non-Employee Director Compensation
| | 26 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
2024 Non-Employee Director Compensation
Information About the Executive Officers of the Company The following persons are our executive officers as of the date of this proxy statement. One of our directors, Mr. Joseph M. Zubretsky, is also our chief executive officer. See page 11 above for a description of Mr. Zubretsky’s business experience and biographical information. Executive officers are appointed annually by the Board, subject to the terms of their employment agreements. Only Mr. Zubretsky and Mr. Barlow are parties to employment agreements with the Company. Mr. Mark L. Keim, 59, has served as our chief financial officer since February 2021. Mr. Keim has experience in the managed care and financial services fields. Prior to joining the Company in January 2018 as Executive Vice President of Strategic Planning, Corporate Development and Transformation, he served as executive vice president of corporate development and strategy for The Hanover Insurance Group from 2016 to 2018. From 2014 to 2016, Mr. Keim was co-founder and chief financial officer of HealthReveal. Prior to that, from 2008 to 2014, Mr. Keim spent six years with Aetna where he led major strategic initiatives. Before Aetna, from 1999 to 2008 he was senior vice president of strategy and business development at GE Capital. Mr. Keim earned his Bachelor’s degree from Lehigh University and a Master of Business Administration degree from the Tuck School of Business at Dartmouth College. Mr. James E. Woys, 66, has served as our chief operating officer since May 2023, and prior to that he served as our executive vice president of health plan services since May 2018. Mr. Woys oversees the overall healthcare operations of the enterprise and the enterprise’s health plan support functions such as information technology, claims processing, payment integrity, and contact centers, as well as the Company’s pharmacy operation, national network operations and a variety of clinical-oriented services such as quality, risk adjustment, and ancillary services. Mr. Woys has more than 40 years of health care experience. Mr. Woys previously spent 30 years at Health Net, Inc. from 1986 until 2016, where he served as executive vice president, chief financial officer, and chief operating officer, and managed general and administrative expenses across the Medicare, Medicaid, Commercial and Department of Defense and Department of Veterans Affairs operating segments. Mr. Woys also served as Health Net’s president of government and specialty services. Mr. Woys earned his Bachelor’s degree from Arizona State University and his Master of Business Administration degree from Golden Gate University. Mr. Jeff D. Barlow, 62, has served as our chief legal officer and secretary since 2010. Prior to that, Mr. Barlow had served as vice president, assistant corporate secretary, and associate general counsel of Molina Healthcare since 2004. As chief legal officer, Mr. Barlow is responsible for setting the overall legal strategy for the Company and its subsidiaries, and for providing legal counsel to senior management and the Board of Directors. Mr. Barlow has over 35 years of legal experience, including counseling clients regarding federal securities laws, corporate governance, mergers and acquisitions, and litigation. Mr. Barlow graduated from the University of Utah with a Bachelor of Arts degree in 1987 with a minor in Latin. Additionally, Mr. Barlow received his Juris Doctorate degree, cum laude, from the University of Pittsburgh School of Law in 1990, and his Master of Public Health degree from the University of California, Berkeley in 1995. Ms. Debra J. Bacon, 58, has served as our executive vice president, Medicaid since October 2023, and was appointed by the Board as an executive officer in January 2024. Ms. Bacon oversees the overall Medicaid operations of the enterprise. Ms. Bacon joined Molina in 2021, and previously served as executive vice president, Medicare and Marketplace from April 2023 to October 2023, and as senior vice president, Marketplace from November 2021 to April 2023. Ms. Bacon has extensive experience providing strategic, operational, and financial leadership of managed care teams and programs. Prior to joining Molina, Ms. Bacon spent fourteen years at CVS/Aetna Medicaid, from 2007 to 2021, where she held various executive management positions, including as vice president, Medicaid chief operating officer from 2020 to 2021, regional vice president from 2018 to 2020, vice president, Medicaid chief financial officer from 2014 to 2018, and executive director, regional chief financial officer from 2007 to 2014. Ms. Bacon earned her Bachelor of Science degree in Business Administration, with emphasis in Accounting, and a Master’s degree in Accountancy from the University of Nebraska – Lincoln. Mr. Maurice S. Hebert, 62, has served as our chief accounting officer since September 2018 and was designated as our principal accounting officer for purposes of the Securities Exchange Act of 1934, as amended, effective as of February 19, 2019. He joined the Company from Tufts Health Plan, where he served as senior vice president of finance from 2016 to 2018. Prior to that, Mr. Hebert served as chief accounting officer at WellCare Health Plans from 2010 to 2016. Mr. Hebert holds a Bachelor of Science in Accounting and Business Administration from Louisiana State University.
2024 Non-Employee Director Compensation
| | Molina Healthcare, Inc. 2025 Proxy Statement | 27 | | | |
2024 Non-Employee Director Compensation
Related Person Transactions The Board has adopted a written policy regarding the review, approval, and monitoring of transactions involving the Company and related persons (directors, director nominees, executive officers, beneficial holders of greater than 5% or more of our outstanding common stock, or any member of the immediate family of any of the foregoing persons). Under this policy, the Company will enter into or ratify a transaction with a related person only when the Board of Directors or the corporate governance and nominating committee, as applicable, determines that the transaction in question is in, or is not inconsistent with, the best interests of the Company and its stockholders. On an annual basis, each director and executive officer must complete a Director & Officer Questionnaire that elicits information about various relationships. Directors and executive officers are expected to notify the Legal Affairs Department of any updates to the information provided in the questionnaire. Related person transactions that are identified as such prior to the consummation or amendment are consummated or amended only if (i) with respect to transactions involving executive officers of the Company, the corporate governance and nominating committee approves or ratifies such transaction in accordance with the policy, and (ii) with respect to transactions involving directors of the Company, the full Board approves or ratifies such transaction in accordance with the policy. At least annually the corporate governance and nominating committee reviews any previously approved or ratified related person transactions. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the Board or the committee as appropriate determines if it is in the best interests of the Company and its stockholders to continue, modify, or terminate the related person transaction. During 2024, the Company did not have any related person transactions, except with respect to Ronna E. Romney, whose son, George Romney, is employed by the Company with an annual base salary of approximately $153,000 and he received a 2024 annual short-term incentive cash bonus of $39,589. Pursuant to the Company’s related person transaction policy, a related person transaction includes an arrangement between the Company and a related person which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year. As such, Mr. Romney’s employment with the Company is deemed a related person transaction. The Board evaluated and ratified such transaction pursuant to the policy.
2024 Non-Employee Director Compensation
| | 28 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
2024 Non-Employee Director Compensation
| PROPOSAL TWO Advisory Vote to Approve the Compensation of our Named Executive Officers | |
2024 Non-Employee Director Compensation
Consistent with the vote of stockholders at our 2023 annual meeting, our Board determined that the stockholder advisory vote to approve the Company's executive compensation (commonly referred to as "say-on-pay") would occur every year. At our 2024 annual meeting, our stockholders approved, on an advisory basis, the Company’s executive compensation for 2023. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are again holding an advisory vote to approve the Company’s executive compensation for 2024 as described in this proxy statement. We expect that the next say-on-pay vote after the Annual Meeting will be held at our 2026 annual meeting of stockholders. You are voting on a proposal which gives our stockholders the opportunity to endorse or not endorse our named executive officer pay program and policies through the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers for 2024, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.” We urge you to consider the various factors regarding compensation matters as discussed in the Compensation Discussion and Analysis section of this proxy statement. As discussed at length in the CD&A, we believe that our executive compensation program is reasonable, competitive, and strongly focused on pay-for-performance principles. We emphasize compensation opportunities that reward our executives for the Company’s financial and strategic achievements, as well as their individual performance achievements. The compensation of our named executive officers varies depending upon the achievement of pre-established performance goals, both corporate and individual. Through stock ownership requirements and equity incentives, we also align the interests of our executives with those of our stockholders and the long-term interests of the Company. Our executive compensation policies have enabled us to attract and retain talented and experienced senior executives. We believe that the compensation program for our named executive officers is appropriate and aligned with the Company’s financial results and position for growth in future years. Because your vote is advisory, it will not be binding upon the Board of Directors. However, our Board of Directors values the opinions that our stockholders express in their votes and will take into account the outcome of the vote when considering future executive compensation arrangements as it deems appropriate.
2024 Non-Employee Director Compensation
| | The Board of Directors recommends a vote “FOR” the proposal to approve, on a non-binding, advisory basis, the resolution approving the compensation of our named executive officers as described in this proxy statement. |
2024 Non-Employee Director Compensation
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2024 Non-Employee Director Compensation
Executive Compensation Compensation Discussion and Analysis
When does the Compensation Committee make decisions regarding short-term and long-term incentives?
When does the Compensation Committee make decisions regarding short-term and long-term incentives? We engage in a robust annual executive compensation decision-making process, as part of which we review and determine the executive compensation for our NEOs. When evaluating pay reported in the 2024 Summary Compensation Table against the Company’s performance, it is important to consider the timing of compensation decisions and which performance period informs each of the short-term and long-term incentive awards. •The bonus opportunities and metrics for the 2024 annual short-term performance-based cash bonus awards were approved in February 2024 based on the Company’s 2024 earnings guidance, but the actual payouts of such 2024 awards were determined in February 2025 based on evaluation of actual performance achievement over the course of the 2024 fiscal year against the previously established metrics consisting of the Company’s financial performance and the executives’ individual performance; and •Long-term incentive awards reported for 2024 in the 2024 Summary Compensation Table were granted in March 2024, with 60% of such awards granted to each of the NEOs in the form of performance-vesting restricted stock units (“PSU”), subject to vesting based on Company long-term performance (specifically, the cumulative adjusted earnings per share for the fiscal years of 2024, 2025, and 2026), and the remaining 40% of such awards granted to each of the NEOs granted in the form of time-vesting restricted stock awards, subject to vesting in equal one-third increments over three years from the grant date. •In late 2024, in response to direct stockholder inquiries regarding the age of Mr. Zubretsky and the expected duration of his remaining tenure, the Company made a special one-time off-cycle award designed to incentivize Mr. Zubretsky to remain as our chief executive officer through at least December 31, 2027, and also to achieve our aggressive growth targets. The Company also made a similar but smaller award to Mr. Keim, subject to the same vesting provisions and conditions. See above in “Stockholder Engagement” and below in “Non-Recurring Compensation-Performance-Based One-Time Retention Grants to Messrs. Zubretsky and Keim.”
When does the Compensation Committee make decisions regarding short-term and long-term incentives?
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When does the Compensation Committee make decisions regarding short-term and long-term incentives?
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
When does the Compensation Committee make decisions regarding short-term and long-term incentives?
The table below describes the schedule and progression of events considered by the compensation committee throughout the annual compensation cycle for determining the 2024 executive compensation for our NEOs, which commenced in 2023 and was finalized in early 2024:
When does the Compensation Committee make decisions regarding short-term and long-term incentives?
| April to June | July to September | October to December | January to March | | •Review and evaluate stockholders vote on say-on-pay. •Perform first quarterly review (such reviews are also completed in each subsequent quarter) of the Company’s performance. Such review provides transparency to the NEOs as to the likelihood of award achievement and provides assurance to the Board that the metrics were sufficiently rigorous. | •Evaluate and determine peer group to be used for compensation decisions for the NEOs for upcoming year. •Review program design and align on changes to support the business strategy for the upcoming year. | •Review compensation programs and pay opportunities for the NEOs against the established peer group. | •Full Board reviews and approves the business plan and financial forecast for the coming year. •Evaluate prior year Company performance, individual performance of the NEOs, and determine current year compensation for NEOs and CEO goals and objectives for current year. •After the Board has approved the Company's business plan and financial forecast for the coming year, hold a dedicated meeting for rigorous target-setting of performance metrics for the current year and target-setting for long-term performance metrics. |
Elements of Compensation
| Annual Incentives |
Elements of Compensation
| Designed to reward annual results. Annual cash incentive was based 70% on Company financial metric of adjusted net income per diluted share achievement, and 30% on the compensation committee’s evaluation of individual performance. |
Elements of Compensation
| Long Term Incentives |
Elements of Compensation
| Forward-looking equity awards intended to motivate and reward potential to drive future growth and align the interests of employees and stockholders. Grants in 2024 were awarded in the form of PSUs which are eligible to vest based on the Company's cumulative adjusted earnings per share for the fiscal years 2024, 2025, and 2026 (which comprised 60% of the award value granted to each of the NEOs), and in the form of time-vesting restricted stock awards that vest in equal installments on each of the first three anniversaries of the date of grant (which comprised 40% of the award value granted to each of the NEOs). These graphs do not include the one-time retention grants to Messrs. Zubretsky and Keim, discussed further below. |
Elements of Compensation
Primary Elements of Compensation. The Company’s compensation program consists of three primary elements: (i) base salary; (ii) annual short-term performance-based cash bonus awards; and (iii) long-term incentive compensation, including both a performance-based vesting component and a time-based vesting component. Additional compensation elements include various benefit plans, such as a 401(k) and deferred compensation plan, and severance and change in control benefits. In certain special instances, such as in the case of the recruitment of senior executives, the Company may be willing to offer a sign-on bonus and/or a substitutive equity award. Retirement Plans. The Company does not maintain a retirement pension plan. However, the NEOs are eligible to participate in the Molina 401(k) Salary Savings Plan. The purpose of this program is to provide all Molina Healthcare employees with tax-advantaged savings opportunities and income after retirement. Eligible pay under the plans is limited to Internal Revenue Code annual limits. The Company makes a dollar-for-dollar match on the first four percent (4%) of salary electively deferred under the 401(k) Plan by all participants. Deferred Compensation Plan. The Company has established an unfunded non-qualified deferred compensation plan for certain key employees, including the NEOs. Under the deferred compensation plan, eligible participants can defer up to 75% of their base salary and up to 85% of their cash bonus to provide for tax-deferred growth. Eligible participants under the deferral program may select from approximately 15 investment options representing a broad array of asset classes, investment sectors, and spectrum of risk-based asset allocation portfolios. Employee Stock Purchase Plan. The NEOs are eligible to participate in the Company’s Employee Stock Purchase Plan on an equal basis with all other employees. The Employee Stock Purchase Plan allows eligible employees to purchase from the Company shares of its common stock at a 15% discount to the market price during the successive six-month offering periods under the plan.
Elements of Compensation
Health and Insurance Benefits. The NEOs are eligible to participate in Company-sponsored benefit programs on the same terms and conditions as those made available to salaried employees generally. Basic health benefits, life insurance, disability benefits, and similar programs are provided to ensure that employees have access to healthcare and income protection for themselves and their family members. Severance and Change in Control Benefits. We have entered into employment agreements or offer letters with our NEOs pursuant to which they are eligible under certain circumstances for severance and change in control benefits. The severance and change in control payments and benefits provided under the employment agreements are independent of other elements of compensation. Additionally, the NEOs are eligible for certain benefits provided for in the event of termination of employment within twenty-four (24) months of a change in control under the Company’s Second Amended and Restated Change in Control Severance Plan established for employees of the Company with positions associate of vice presidents and above. A description of the material terms of our severance and change in control arrangements can be found later in this proxy statement under “Potential Payments Upon Change in Control or Termination”. The compensation committee believes that severance and change in control benefits are necessary to attract and retain senior management talent. Our agreements are designed to attract key employees, preserve executive morale and productivity, and encourage retention in the face of the potentially disruptive impact of an actual or potential change in control. We believe these benefits allow executives to assess potential takeover bids objectively without regard to the potential impact on their own job security.
Independent Compensation Consultant
Independent Compensation Consultant As noted above, the compensation committee has engaged FW Cook as its independent consultant since May 2024. FW Cook provides the committee with advice on the Company’s compensation programs for senior management and outside directors, including relevant comparative data on pay levels and structures.
Compensation Consultant Duties
Compensation Consultant Duties •Attends meetings of the compensation committee, including executive sessions without management present. •Reviews the Company’s executive compensation strategy and programs to ensure appropriateness and market-competitiveness. •Provides research, data analyses, survey information, and design expertise in developing compensation programs for executives and incentive programs for eligible employees. •Regularly updates the compensation committee on market trends and practices, and legislation pertaining to executive compensation and benefits. •Advises the compensation committee on the appropriate peer group for compensation of NEOs. •Advises the compensation committee on director compensation.
Compensation Consultant Independence
Compensation Consultant Independence The compensation committee reviewed the independence of its compensation consultant in light of SEC rules and NYSE listing standards, including taking into account the following factors: (1) other services being provided to the Company by the consulting firm; (2) fees paid by the Company as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the advisor and a member of the compensation committee; (5) any Company stock owned by the advisor; and (6) any business or personal relationships between the Company’s executive officers and the senior advisor. In light of these considerations, the compensation committee concluded that FW Cook’s work for the committee was rendered on a fully independent basis, and involved no conflict of interest.
Compensation Consultant Independence
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Compensation Consultant Independence
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
Executive Pay Study for 2024
Executive Pay Study for 2024 As context for the purposes of setting each NEO’s 2024 target total compensation opportunity, FW Cook conducted a compensation benchmark study to evaluate the positioning of current target total compensation opportunities for the Company’s NEOs in relation to those of peer companies (the “2024 Compensation Study”). In the 2024 Compensation Study, FW Cook used the following 16-company peer group for the executive compensation study, consisting of the following publicly-traded companies, which represented relevant peers across business segment and certain financial metrics, including but not limited to criteria relevant to revenue, market capitalization, EBITDA, organization model, and employee recruitment.
Executive Pay Study for 2024
The peer group used in the 2024 Compensation Study was different than the peer group used for the 2023 executive compensation study as follows: Acadia Healthcare Company, Inc. was removed from the Company’s peer group and MetLife, Inc., Prudential Financial, Inc., Becton, Dickinson and Company, and Boston Scientific Corporation were added to the Company’s peer group. Based on the market study, as well as a desire to continue to emphasize the Company’s pay-for-performance philosophy, the compensation committee determined to leave the NEOs’ 2024 base salaries at the same levels as the 2023 base salaries, except for Mr. Zubretsky whose 2024 base salary was increased by $100,000 (representing a 7% increase), as further discussed below. The compensation committee also determined to leave the 2024 target short-term performance-based cash bonus opportunity levels as a percentage of base salaries for the NEOs unchanged. Further, based on the 2024 Compensation Study and the compensation philosophy discussed above, the compensation committee increased the 2024 long-term compensation for the NEOs as compared to the prior year long-term compensation levels. Base Salary The objective of base salary is to reflect the executive’s fundamental job responsibilities. The base salary of our NEOs is the only element of their compensation that is fixed. In 2024, the NEOs were paid competitive base salaries determined by the evaluation of several factors, including the base salary levels of corresponding officers at peer companies as determined based on the 2024 Compensation Study, experience, critical skills, job history, and unique roles or abilities of the executive. Based on peer group compensation levels and considerations of the compensation philosophy discussed above, the compensation committee left unchanged the NEOs’ 2024 base salaries compared to their 2023 base salaries, except for Mr. Zubretsky whose base salary was increased, as indicated in the table below. Mr. Zubretsky’s base salary increase reflects his outstanding performance and contributions to the Company.
Executive Pay Study for 2024
| Named Executive Officer | 2024 Target Cash Bonus Opportunity (% of Base Salary) | | Joseph M. Zubretsky President and Chief Executive Officer | 200 | | Mark L. Keim Chief Financial Officer | 100 | | James E. Woys Chief Operating Officer | 100 | | Jeff D. Barlow Chief Legal Officer and Secretary | 100 | | Debra J. Bacon Executive Vice President, Medicaid | 100 |
Executive Pay Study for 2024
The 2024 annual short-term performance-based cash bonus performance measures for all of the NEOs were based 70% on a fiscal year 2024 adjusted net income per diluted share, and 30% on the evaluation of each NEO’s individual performance, as follows: •70% of the bonus opportunity was based on the Company’s adjusted net income per diluted share achievement in 2024. As reported in the Company’s February 7, 2024 earnings release, the Company issued its full year 2024 earnings guidance of at least $23.50 per share, representing a 2024 adjusted net income of $1,366 million. In reference to that baseline, the compensation committee established as the target for a 100% payout of the 2024 short-term performance-based cash bonus the adjusted net income per diluted share of $23.50, with threshold for a 50% payout being $21.15 adjusted net income per diluted share, and with the maximum performance for a 200% payout being $25.85 adjusted net income per diluted share. In fiscal year 2024, the Company achieved adjusted net income per diluted share of $22.65, representing a 2024 adjusted net income of $1,308 million, which was above the threshold payout level, but fell short of the Company’s initial 2024 earnings guidance. •30% of the bonus opportunity was subject to the compensation committee evaluation of each executive's individual performance (for the chief executive officer as evaluated by the compensation committee, and for the other NEOs based on the chief executive officer’s evaluation and recommendation to the compensation committee). As with the adjusted net income per diluted share metric, payment of the individual performance bonus was capped at the 200% level. The individual performance evaluation was based on factors closely aligned with the chief executive officer’s 2024 goals and objectives, including growth - such as continuing to win new contracts and re-procure existing contracts, participation in acquisitions, increase in market share and organic growth rate, operational improvements, continuing to focus on workforce, organization and talent, and other factors identified by the compensation committee in the exercise of its judgment. Based on the Company’s 2024 net income results of $22.65 per diluted share, representing a 2024 adjusted net income of $1,308 million, plus the Company’s achievement of most of its 2024 goals and objectives (as described above) under the management and direction of Mr. Zubretsky and his senior management team, the compensation committee determined to award to Mr. Zubretsky a performance-based cash bonus amount at 105% of his total target. This 105% total payout factor consisted of: (i) performance under the 70% financial component at 83% of target; and (ii) performance under the 30% individual component at 156% of the 200% maximum. At Mr. Zubretsky’s recommendation, the compensation committee also awarded the same 105% payout factor with respect to the annual short-term performance-based cash bonus award to each of the other four NEOs.
Executive Pay Study for 2024
| Named Executive Officer | Base Salary ($) | Target Bonus Opportunity (% of Base Salary) | Total Threshold Bonus Opportunity (50%) ($) | Total Target Bonus Opportunity (100%) ($) | Total Maximum Bonus Opportunity (200%) ($) | Bonus Paid (1) ($) | | Joseph M. Zubretsky President and Chief Executive Officer | 1,600,000 | 200 | 1,600,000 | 3,200,000 | 6,400,000 | 3,360,000 | | Mark L. Keim Chief Financial Officer | 850,000 | 100 | 425,000 | 850,000 | 1,700,000 | 892,500 | | James E. Woys Chief Operating Officer | 800,000 | 100 | 400,000 | 800,000 | 1,600,000 | 840,000 | | Jeff D. Barlow Chief Legal Officer and Secretary | 685,000 | 100 | 342,500 | 685,000 | 1,370,000 | 719,250 | | Debra J. Bacon Executive Vice President, Medicaid | 675,000 | 100 | 337,500 | 675,000 | 1,350,000 | 708,750 |
Executive Pay Study for 2024
(1)Bonus paid at 105% bonus opportunity. Long-Term Equity-Based Incentive Compensation Awards In 2024, the NEOs were granted long-term incentive awards in the form of PSUs and restricted stock. The target number of PSUs and the number of shares of restricted stock granted to each NEO was determined by using the $387.21 closing price of the Company’s common stock as of the March 1, 2024 grant date. The compensation committee believes that the mix of PSUs and restricted stock in the proportions described below achieve the desired balance between incentivizing long-term financial performance and retention of the NEOs. Sixty percent (60%) of the long-term equity-based incentive compensation awards granted to each NEO in 2024 was in the form of PSUs, and is based on the Company's cumulative adjusted earnings per share for the fiscal years 2024, 2025, and 2026, to align the financial interests of our NEOs with the long-term financial interests of our stockholders. The vesting and actual payout of such PSUs will be determined by the level of achievement of the cumulative adjusted earnings per share (between 0% and 200%) as measured against the adjusted earnings per share benchmarks established by the compensation committee and is subject to continued service through March 1, 2027. This performance metric aligns the long-term incentive awards of both the chief executive officer and the other NEOs with our long-term strategic plan and stated business goal of sustaining profitable growth.
Executive Pay Study for 2024
| | Performance Stock Units | | Restricted Stock Awards | | | | | Named Executive Officer | PSUs (#) | PSUs ($) | RSAs Total (#) | RSAs Total ($) | Total (#) | Total ($) | | Joseph M. Zubretsky | 25,103 | 9,720,133 | 16,735 | 6,479,959 | 41,838 | 16,200,092 | | Mark L. Keim | 7,748 | 3,000,103 | 5,165 | 1,999,940 | 12,913 | 5,000,043 | | James E. Woys | 6,973 | 2,700,015 | 4,649 | 1,800,139 | 11,622 | 4,500,154 | | Jeff D. Barlow | 4,958 | 1,919,787 | 3,306 | 1,280,116 | 8,264 | 3,199,903 | | Debra J. Bacon | 3,409 | 1,319,999 | 2,273 | 880,128 | 5,682 | 2,200,127 |
Executive Pay Study for 2024
At the time of grant on March 1, 2024, we believed that it would be marginally difficult for the Company to achieve the threshold cumulative average adjusted earnings per share for the fiscal years 2024, 2025, and 2026 , which would result in vesting of the awards at the 50% level. As of March 1, 2024, we believed it would be difficult, but achievable to reach the target cumulative average adjusted earnings per share level, which would result in vesting at the 100% level. Further, as of March 1, 2024, we believed it would be more difficult to achieve the maximum cumulative average adjusted earnings per share, which would result in vesting at the 200% level, which represents the cap on achievement. Achievement falling within the threshold level and the maximum level will be interpolated linearly to determine the appropriate PSUs payout. The PSUs will be settled by the issuance of shares of common stock of the Company equal to the number of PSUs as described herein. Any payout of the PSUs, if earned, will occur when we report 2026 financial results in early 2027, and are able to calculate the cumulative three-year average adjusted earnings per share for this metric. The compensation committee determined that the balance of 40% of the total long-term incentive awards to the NEOs, shall be in the form of time-vested restricted stock awards (“RSAs”). These awards were made subject to vesting in equal one-third increments over three years from the grant date, on each of March 1, 2025, March 1, 2026, and March 1, 2027, subject to continued employment through the applicable vesting date.
Performance-Based One-Time Retention Grants to Messrs. Zubretsky and Keim
Performance-Based One-Time Retention Grants to Messrs. Zubretsky and Keim During 2024, the Company received several stockholder inquiries pertaining to the age of Mr. Zubretsky (then age 67), and the expected duration of his remaining tenure as our CEO. Based upon the stellar growth and financial performance of the Company under the leadership of Mr. Zubretsky throughout the entirety of his tenure, effective August 19, 2024, the Board resolved to amend Mr. Zubretsky’s employment agreement to incentivize him to remain in his position through at least December 31, 2027. In connection with the amendment, the Company granted Mr. Zubretsky a special one-time stock award of 146,184 performance-based stock units (“PSUs”) that are subject to the achievement of aggressive long-term financial targets and his continued employment through that date. The PSUs will be eligible to vest only if Mr. Zubretsky remains employed as CEO through December 31, 2027. In addition, the targeted number of PSUs will vest only if the Company achieves adjusted EPS during fiscal year 2027 of at least $36, representing a cumulative annual growth rate in excess of 15% from the date of grant. Mr. Keim was awarded 53,074 target number of PSUs subject to the same terms and conditions. The PSUs are also subject to pro-rated vesting on certain qualifying terminations of employment, and vesting acceleration in the event the qualifying termination is in connection with a change in control, in each case, based on the target attainment level. The accelerated vesting of any PSUs in connection with the termination of Mr. Zubretsky’s employment will be subject to Mr. Zubretsky’s timely execution of a general release of claims. In 2024 and 2025, we have engaged with many of our institutional investors and discussed these special one-time retention grants. See above in “Stockholder Engagement.”
Performance-Based One-Time Retention Grants to Messrs. Zubretsky and Keim
2022 Long-Term Incentive Awards Achievement Status As part of the 2022 long-term incentive awards, the NEOs were granted PSUs (the “2022 PSUs”) as indicated in the table below. Such 2022 PSUs were subject to vesting based on the Company's averaging of the percentile levels of achievement of the adjusted earnings per share for each of the fiscal year 2022 and for the two-year period of fiscal years 2023 and 2024 as measured against the adjusted earnings per share benchmarks established by the compensation committee.
Performance-Based One-Time Retention Grants to Messrs. Zubretsky and Keim
| Adjusted Earnings Per Share Performance Metrics for 2022 PSUs | 2022 ($) | 2023 & 2024 ($) | | Threshold | 15.75 | 37.89 | | Target | 17.25 | 42.10 | | Maximum | 18.75 | 46.31 |
Performance-Based One-Time Retention Grants to Messrs. Zubretsky and Keim
As result of sustained strong financial performance in 2022, 2023, and 2024, the Company achieved 149% vesting level for the 2022 PSUs (representing achievement for 2022 at the 178% level, achievement for 2023 and 2024 at the 134% level). Settlement of the 2022 PSUs vesting was made by issuance of shares of common stock of the Company on March 1, 2025 in the following amounts:
Performance-Based One-Time Retention Grants to Messrs. Zubretsky and Keim
| Named Executive Officer | Performance Stock Units 2022 PSUs Granted (at “Target”) (#) | Shares Issued Upon Vesting (#) | | Joseph M. Zubretsky | 28,857 | 42,996 | | Mark L. Keim | 7,214 | 10,748 | | James E. Woys | 6,253 | 9,316 | | Jeff D. Barlow | 5,290 | 7,882 | | Debra J. Bacon | 4,434 | 6,605 |
Equity Grant Practices
Equity Grant Practices We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information were to become known to the Committee before the grant of an equity award, the Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. Our policy is to grant our annual RSA and PSU awards on March 1. In 2024, we did not grant any stock options, stock appreciation rights or similar option‐like instruments to our named executive officers.
Equity Grant Practices
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Equity Grant Practices
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
Restrictions on Pledges of Shares by Directors and Executive Officers
Restrictions on Pledges of Shares by Directors and Executive Officers The Company’s insider trading policy prohibits our directors and executive officers from, directly or indirectly, pledging shares of the Company’s common stock. For these purposes, “pledging” includes the intentional creation of any form of pledge, security interest, deposit, or lien, including the holding of shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any shares, whether with or without notice, consent, or default. None of the directors or executive officers of the Company had any pledge of shares of the Company’s common stock.
Restrictions on Pledges of Shares by Directors and Executive Officers
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Restrictions on Pledges of Shares by Directors and Executive Officers
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information concerning total compensation earned or paid to our NEOs for the fiscal years ended December 31, 2024, 2023, and 2022.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Comp.(2) ($) | Change in Nonqualified Deferred Comp. Earnings ($) | All Other Comp.(3) ($) | Total ($) | | Joseph M. Zubretsky President and Chief Executive Officer | 2024 | 1,600,000 | 16,200,092 | 3,360,000 | — | 784,017 | 21,944,109 | | | 2023 | 1,500,000 | 15,500,092 | 4,410,000 | — | 81,631 | 21,491,723 | | | 2022 | 1,500,000 | 14,999,868 | 5,550,000 | — | 81,388 | 22,131,256 | | Mark L. Keim Chief Financial Officer | 2024 | 850,000 | 5,000,043 | 892,500 | — | 303,326 | 7,045,869 | | | 2023 | 850,000 | 3,999,944 | 1,249,500 | — | 302,605 | 6,402,049 | | | 2022 | 850,000 | 3,750,045 | 1,572,500 | — | 302,429 | 6,474,974 | | James E. Woys Chief Operating Officer | 2024 | 800,000 | 4,500,154 | 840,000 | — | 56,503 | 6,196,657 | | | 2023 | 800,000 | 3,499,985 | 1,176,000 | — | 61,116 | 5,537,101 | | | 2022 | 800,000 | 3,250,102 | 1,480,000 | — | 53,986 | 5,584,088 | | Jeff D. Barlow Chief Legal Officer and Secretary | 2024 | 685,000 | 3,199,903 | 719,250 | 175,178 | 50,837 | 4,830,168 | | | 2023 | 685,000 | 3,000,026 | 1,006,950 | 147,009 | 50,117 | 4,889,102 | | | 2022 | 685,000 | 2,749,846 | 1,267,250 | — | 47,349 | 4,749,445 | | Debra J. Bacon(4) Executive Vice President, Medicaid | 2024 | 675,000 | 2,200,127 | 708,750 | 4,415 | 47,831 | 3,636,123 |
2024 Summary Compensation Table
(1)This column shows the aggregate grant date fair value of PSUs and restricted stock awards (“RSAs”) granted under the Company’s 2019 Equity Incentive Plan in the years shown, computed in accordance with FASB ASC Topic 718. The awards granted on March 1, 2024 are based on the closing price of our Common Stock on the date of grant. The one-time retention PSU awards granted for Messrs. Zubretsky and Keim in the second half of 2024 are based on a 10-day volume-weighted average price (“VWAP”) immediately preceding the grant date. The aggregate grant date fair value is the amount the Company expects to expense for accounting purposes over the award’s vesting schedule. See the 2024 Grants of Plan-Based Awards Table and the Non-Recurring Compensation for additional information, including the performance conditions, for PSUs and RSAs granted in 2024. Generally, the grant date fair value presented does not correspond to the actual value that the NEOs will realize from the award. In particular, the actual value of PSUs received is different from the accounting fair value because such awards depend on the Company’s performance. In accordance with FASB ASC Topic 718, the aggregate grant date fair value of the PSUs presented above is calculated based on the most probable outcome of the performance conditions as of the grant date. In the event the maximum performance metrics are achieved for all of the PSUs (including the highly unlikely maximum achievement of the special grant PSUs), the grant date fair value of the 2024 PSUs would be $94,440,179 for Mr. Zubretsky, $32,250,079 for Mr. Keim, $5,400,030 for Mr. Woys, $3,839,574 for Mr. Barlow, and $2,639,998 for Ms. Bacon. (2)This column shows the amounts earned under the Company’s performance-based short-term cash incentive plan. (3)Details are provided below in the 2024 All Other Compensation Table. (4)Ms. Bacon became a NEO for the first time in 2024, thus her compensation is only provided for 2024.
2024 Summary Compensation Table
| | 44 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
2024 Summary Compensation Table
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table provides information about plan-based awards granted to the NEOs in 2024. The Non-Equity Incentive Plan Awards were granted under the Company’s 2024 Short-Term Incentive Compensation Plan. The Equity Incentive Plan Awards and All Other Stock Awards were granted under the Company’s 2019 Equity Incentive Plan.
2024 Grants of Plan-Based Awards Table
| Name | Grant Date | Grant Type * | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock(2) (#) | Grant Date Fair Value of Stock and Option Awards (3) (#) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joseph M. Zubretsky | 2/13/2024 | STI Cash | 1,600,000 | 3,200,000 | 6,400,000 | — | — | — | — | — | | | 3/1/2024 | PSU (4) | — | — | — | 12,552 | 25,103 | 50,206 | — | 9,720,133 | | | 3/1/2024 | RSA | — | — | — | — | — | — | 16,735 | 6,479,959 | | | 8/19/2024 | PSU (5) | — | — | — | — | 146,184 | 219,276 | — | — | | Mark L. Keim | 2/13/2024 | STI Cash | 425,000 | 850,000 | 1,700,000 | — | — | — | — | — | | | 3/1/2024 | PSU (4) | — | — | — | 3,874 | 7,748 | 15,496 | — | 3,000,103 | | | 3/1/2024 | RSA | — | — | — | — | — | — | 5,165 | 1,999,940 | | | 10/16/2024 | PSU (5) | — | — | — | — | 53,074 | 79,611 | — | — | | James E. Woys | 2/13/2024 | STI Cash | 400,000 | 800,000 | 1,600,000 | — | — | — | — | — | | | 3/1/2024 | PSU (4) | — | — | — | 3,487 | 6,973 | 13,946 | — | 2,700,015 | | | 3/1/2024 | RSA | — | — | — | — | — | — | 4,649 | 1,800,139 | | Jeff D. Barlow | 2/13/2024 | STI Cash | 342,500 | 685,000 | 1,370,000 | — | — | — | — | — | | | 3/1/2024 | PSU (4) | — | — | — | 2,479 | 4,958 | 9,916 | — | 1,919,787 | | | 3/1/2024 | RSA | — | — | — | — | — | — | 3,306 | 1,280,116 | | Debra J. Bacon | 2/13/2024 | STI Cash | 337,500 | 675,000 | 1,350,000 | — | — | — | — | — | | | 3/1/2024 | PSU (4) | — | — | — | 1,705 | 3,409 | 6,818 | — | 1,319,999 | | | 3/1/2024 | RSA | — | — | — | — | — | — | 2,273 | 880,128 |
2024 Grants of Plan-Based Awards Table
*STI Cash=short-term incentive awards; PSU=performance stock units; RSA=restricted stock awards.
2024 Grants of Plan-Based Awards Table
| | Molina Healthcare, Inc. 2025 Proxy Statement | 45 | | | |
2024 Grants of Plan-Based Awards Table
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
2024 Grants of Plan-Based Awards Table
(1)These columns show the possible payouts under the Company’s annual short-term performance-based cash bonus plan. Under this plan, for fiscal year 2024, Mr. Zubretsky’s bonus opportunity was 200% of his base salary; the bonus opportunity for each of Messrs. Keim, Woys, and Barlow and Ms. Bacon was 100% of such executive’s base salary. For each of the named executive officers, 70% of the bonus opportunity related to an adjusted net income per diluted share performance measure and 30% was subject to the compensation committee’s evaluation of each executive’s individual performance. The target bonus level was based on the achievement of adjusted net income per diluted share in 2024 above the Company’s 2024 earnings guidance. See further discussion regarding these metrics at “Compensation Discussion and Analysis-Elements of Compensation.” The actual amounts earned and paid to the NEOs under the Company’s annual short-term performance-based cash bonus plan for 2024 are presented in the section titled “2024 Summary Compensation Table-Non-Equity Incentive Plan Compensation.” (2)This column includes the RSAs granted to NEOs on March 1, 2024. These awards are subject to time-based vesting in equal increments over three years on each of March 1, 2025, March 1, 2026, and March 1, 2027 subject to continued employment. (3)This column shows the aggregate grant date fair value of the PSUs and the RSAs computed in accordance with FASB ASC Topic 718. Values for the awards granted on March 1, 2024 are based on the closing price of our Common Stock on the date of grant. Target PSUs for the one-time retention awards granted for Messrs. Zubretsky and Keim in the second half of 2024 are based on a 10-day VWAP immediately preceding the grant date. In accordance with FASB ASC Topic 718, the aggregate grant date fair value of the PSUs presented above is calculated based on the most probable outcome of the performance conditions as of the grant date. (4)These rows show the estimated future payouts of PSUs under the awards granted on March 1, 2024. For each of the NEOs, with respect to the PSUs granted on March 1, 2024, the vesting of the PSUs is based entirely on the achievement of a single financial metric: the Company’s three-year cumulative adjusted earnings per share for the three fiscal years 2024, 2025, and 2026 and is subject to continued service through March 1, 2027. (5)These rows show the possible future payouts of PSUs under the one-time awards granted to Messrs. Zubretsky and Keim in the second half of 2024. The vesting of the PSUs is based entirely on the achievement of a single financial metric: the Company’s adjusted earnings per share for 2027 and is subject to continued service through December 31, 2027.
2024 Grants of Plan-Based Awards Table
| | 46 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
2024 Grants of Plan-Based Awards Table
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
2024 Outstanding Equity Awards at Fiscal Year End Table
2024 Outstanding Equity Awards at Fiscal Year End Table The following table provides information on the NEOs’ holdings of stock and option grants as of year-end. It includes RSAs for which time-based vesting conditions were not yet satisfied as of December 31, 2024, and PSUs for which time-based and performance-based vesting conditions were not yet satisfied as of December 31, 2024, based on performance achievement at target levels, except as otherwise indicated. The vesting schedule for each outstanding award is shown following this table.
2024 Outstanding Equity Awards at Fiscal Year End Table
| | Stock and Stock Unit Awards | | | | | | Name | Stock Award Grant Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Pay-Out Value of Unearned Shares That Have Not Vested(1) ($) | | Joseph M. Zubretsky | 3/1/2022 | 6,412 | 1,866,212 | 28,857 | 8,398,830 | | | 3/1/2023 | 15,096 | 4,393,691 | 33,967 | 9,886,096 | | | 3/1/2024 | 16,735 | 4,870,722 | 25,103 | 7,306,228 | | | 8/19/2024 (2) | — | — | 146,184 | — | | Total | | 38,243 | 11,130,625 | 234,111 | 25,591,154 | | Mark L. Keim | 3/1/2022 | 1,603 | 466,553 | 7,214 | 2,099,635 | | | 3/1/2023 | 3,896 | 1,133,931 | 8,765 | 2,551,053 | | | 3/1/2024 | 5,165 | 1,503,273 | 7,748 | 2,255,055 | | | 10/16/2024 (2) | — | — | 53,074 | — | | Total | | 10,664 | 3,103,757 | 76,801 | 6,905,743 | | James E. Woys | 3/1/2022 | 1,389 | 404,268 | 6,253 | 1,819,936 | | | 3/1/2023 | 3,408 | 991,899 | 7,670 | 2,232,353 | | | 3/1/2024 | 4,649 | 1,353,091 | 6,973 | 2,029,492 | | Total | | 9,446 | 2,749,258 | 20,896 | 6,081,781 | | Jeff D. Barlow | 3/1/2022 | 1,175 | 341,984 | 5,290 | 1,539,654 | | | 3/1/2023 | 2,922 | 850,448 | 6,574 | 1,913,363 | | | 3/1/2024 | 3,306 | 962,211 | 4,958 | 1,443,026 | | Total | | 7,403 | 2,154,643 | 16,822 | 4,896,043 | | Debra J. Bacon | 1/1/2022 | 1,231 | 358,283 | 3,694 | 1,075,139 | | | 3/1/2022 | 246 | 71,598 | 740 | 215,377 | | | 3/1/2023 | 490 | 142,614 | 735 | 213,922 | | | 7/1/2023 | 1,059 | 308,222 | 2,385 | 694,154 | | | 3/1/2024 | 2,273 | 661,557 | 3,409 | 992,189 | | Total | | 5,299 | 1,542,274 | 10,963 | 3,190,781 |
2024 Outstanding Equity Awards at Fiscal Year End Table
(1)The market value of the unvested RSAs and PSUs represents the product of the closing price of the Company’s stock as of December 31, 2024, the last trading day of our fiscal year, which was $291.05, and the number of shares underlying such award and, with respect to PSUs, assumes satisfaction of the applicable performance conditions at the target level, except as otherwise indicated. See the table on the next page for more information regarding vesting of these awards. (2)Market/payout value calculated in accordance with FASB ASC Topic 718.
2024 Outstanding Equity Awards at Fiscal Year End Table
| | Molina Healthcare, Inc. 2025 Proxy Statement | 47 | | | |
2024 Outstanding Equity Awards at Fiscal Year End Table
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
Outstanding Equity Awards Vesting Schedule Table
Outstanding Equity Awards Vesting Schedule Table
Outstanding Equity Awards Vesting Schedule Table
| Name of Executive Officer | Grant Date | Stock Awards Vesting Schedule(1) | | | | | | | Vested in 2025 | | Subject to Vesting following 2025 | | | | | PSUs | RSAs | PSUs | RSAs | | Joseph M. Zubretsky | 3/1/2022 | 28,857 PSUs vested 3/1/2025 at 149%(2) | 6,412 RSAs vested 3/1/2025 | | | | | 3/1/2023 | | 7,548 RSAs vested 3/1/2025 | 33,967 PSUs vest 3/1/2026, subject to performance condition | 7,548 RSAs vest 3/1/2026 | | | 3/1/2024 | | 5,579 RSAs vested 3/1/2025 | 25,103 PSUs vest 3/1/2027, subject to performance condition | 5,578 RSAs vest 3/1/2026; 5,578 RSAs vest 3/1/2027 | | | 8/19/2024 | | | 146,184 PSUs vest 2/15/2028, subject to performance condition | | | Mark L. Keim | 3/1/2022 | 7,214 PSUs vested 3/1/2025 at 149%(2) | 1,603 RSAs vested 3/1/2025 | | | | | 3/1/2023 | | 1,948 RSAs vested 3/1/2025 | 8,765 PSUs vest 3/1/2026, subject to performance condition | 1,948 RSAs vest 3/1/2026 | | | 3/1/2024 | | 1,722 RSAs vested 3/1/2025 | 7,748 PSUs vest 3/1/2027, subject to performance condition | 1,722 RSAs vest 3/1/2026; 1,721 RSAs vest 3/1/2027 | | | 10/16/2024 | | | 53,074 PSUs vest 2/15/2028, subject to performance condition | | | James E. Woys | 3/1/2022 | 6,253 PSUs vested 3/1/2025 at 149%(2) | 1,389 RSAs vested 3/1/2025 | | | | | 3/1/2023 | | 1,704 RSAs vested 3/1/2025 | 7,670 PSUs vest 3/1/2026, subject to performance condition | 1,704 RSAs vest 3/1/2026 | | | 3/1/2024 | | 1,550 RSAs vested 3/1/2025 | 6,973 PSUs vest 3/1/2027, subject to performance condition | 1,550 RSAs vest 3/1/2026; 1,549 RSAs vest 3/1/2027 | | Jeff D. Barlow | 3/1/2022 | 5,290 PSUs vested 3/1/2025 at 149%(2) | 1,175 RSAs vested 3/1/2025 | | | | | 3/1/2023 | | 1,461 RSAs vested 3/1/2025 | 6,574 PSUs vest 3/1/2026, subject to performance condition | 1,461 RSAs vest 3/1/2026 | | | 3/1/2024 | | 1,102 RSAs vested 3/1/2025 | 4,958 PSUs vest 3/1/2027, subject to performance condition | 1,102 RSAs vest 3/1/2026; 1,102 RSAs vest 3/1/2027 | | Debra J. Bacon | 1/1/2022 | 3,694 PSUs vested 3/1/2025 at 149%(2) | 1,231 RSAs vested 1/1/2025 | | | | | 3/1/2022 | 740 PSUs vested 3/1/2025 at 149%(2) | 246 RSAs vested 3/1/2025 | | | | | 3/1/2023 | | 245 RSAs vested 3/1/2025 | 735 PSUs vest 3/1/2026, subject to performance condition | 245 RSAs vest 3/1/2026 | | | 7/1/2023 | | 530 RSAs will vest 7/1/2025 | 2,385 PSUs vest 3/1/2026, subject to performance condition | 529 RSAs vest 7/1/2026 | | | 3/1/2024 | | 758 RSAs vested 3/1/2025 | 3,409 PSUs vest 3/1/2027, subject to performance condition | 758 RSAs vest 3/1/2026; 757 RSAs vest 3/1/2027 |
Outstanding Equity Awards Vesting Schedule Table
(1)These columns shows the vesting schedule for unvested or unearned stock awards reported in the “Number of Shares of Stock That Have Not Vested,” and “Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested” columns of the 2024 Outstanding Equity Awards at Fiscal Year End Table. RSAs vest on the dates indicated above. PSUs vest subject to the achievement of performance conditions, on such date as determined by the certification by the compensation committee of the achievement of such performance conditions. See the section titled, “Compensation Discussion and Analysis — Long-Term Equity-Based Incentive Compensation Awards” for more information on these awards. (2)The PSUs vested at 149% of target based on the Company’s average adjusted earnings per share over the three fiscal years of 2022, 2023, and 2024 and were settled by the issuance of shares of the Company’s common stock in the following amounts: 42,996 shares to Mr. Zubretsky, 10,748 shares to Mr. Keim, 9,316 shares to Mr. Woys, 7,882 shares to Mr. Barlow, and 6,605 shares to Ms. Bacon.
Outstanding Equity Awards Vesting Schedule Table
| | 48 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Outstanding Equity Awards Vesting Schedule Table
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table The following table provides information with respect to restricted stock awards vested for the NEOs during fiscal year 2024.
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Joseph M. Zubretsky | — | — | 91,804 | 35,547,427(1) | | Mark L. Keim | — | — | 21,714 | 8,407,878(1) | | James E. Woys | — | — | 16,067 | 6,221,303(1) | | Jeff D. Barlow | — | — | 15,610 | 6,044,348(1) | | Debra J. Bacon | — | — | 1,231 | 444,773(2) | | | — | — | 491 | 190,120(1) | | | — | — | 531 | 155,137(3) |
2024 Option Exercises and Stock Vested Table
(1)On March 1, 2024, RSAs vested in accordance with the terms of the awards and, due to satisfaction of the underlying performance metric, PSUs vested for certain NEOs. The market value of our stock on March 1, 2024 was $387.21. (2)On January 1, 2024, RSAs vested in accordance with the terms of the awards. The market value of our stock on January 1, 2024 was $361.31. (3)On July 1, 2024, RSAs vested in accordance with the terms of the awards. The market value of our stock on July 1, 2024 was $292.16.
2024 Option Exercises and Stock Vested Table
| | Molina Healthcare, Inc. 2025 Proxy Statement | 49 | | | |
2024 Option Exercises and Stock Vested Table
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
Non-Qualified Deferred Compensation for 2024
Non-Qualified Deferred Compensation for 2024 Pursuant to the Company’s unfunded and non-qualified Amended and Restated Deferred Compensation Plan, eligible participants may defer up to 75% of their base salary and up to 85% of their bonus so that it can grow on a tax deferred basis. The investment options available to an executive under the deferral program consist of approximately 15 investment options representing a broad array of asset classes, investment sectors, and spectrum of risk-based asset allocation portfolios. The following table provides information for each NEO regarding such individual’s accounts in the Amended and Restated Deferred Compensation Plan, as amended to date, as of December 31, 2024.
Non-Qualified Deferred Compensation for 2024
| Name | Executive Contributions in the Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Joseph M. Zubretsky | — | — | — | — | — | | Mark L. Keim | — | — | — | — | — | | James E. Woys | — | — | — | — | — | | Jeff D. Barlow | — | — | 175,178 | — | 883,809 | | Debra J. Bacon | 21,029 | — | 4,415 | — | 45,102 |
Non-Qualified Deferred Compensation for 2024
Potential Payments Upon Change in Control or Termination We have entered into certain employment and change in control agreements with our NEOs that may require the Company to provide compensation to applicable NEOs in the event of a termination of employment or a change of control of the Company. Payment of severance benefits to the NEOs is contingent upon the executive signing a release agreement waiving claims against the Company.
Basis for Potential Payments—2024 Annual Salary and Target Short-Term Bonus Opportunity
Basis for Potential Payments—2024 Annual Salary and Target Short-Term Bonus Opportunity
Basis for Potential Payments—2024 Annual Salary and Target Short-Term Bonus Opportunity
| Named Executive Officer | Base Salary ($) | Target Short-Term Bonus Opportunity (% of Base Salary) | | Joseph M. Zubretsky President and Chief Executive Officer | 1,600,000 | 200 | | Mark L. Keim Chief Financial Officer | 850,000 | 100 | | James E. Woys Chief Operating Officer | 800,000 | 100 | | Jeff D. Barlow Chief Legal Officer and Secretary | 685,000 | 100 | | Debra J. Bacon Executive Vice President, Medicaid | 675,000 | 100 |
Basis for Potential Payments—2024 Annual Salary and Target Short-Term Bonus Opportunity
| | 50 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Basis for Potential Payments—2024 Annual Salary and Target Short-Term Bonus Opportunity
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
Basis for Potential Payments—2024 Annual Salary and Target Short-Term Bonus Opportunity
Employment and Change in Control Agreements The Company entered into employment agreements with each of Mr. Zubretsky and Mr. Barlow, which provide that such executives’ employment will continue until terminated by the Company, or the executive resigns. Although Messrs. Keim and Woys and Ms. Bacon do not have employment agreements with the Company, they each have an employment offer letter that provides for a severance payment for termination of such executive’s employment by the Company without cause.
Potential Payments upon Change in Control or Termination
Potential Payments upon Change in Control or Termination The table below reflects the approximate amount of compensation payable to each of the NEOs of the Company in the event of termination of such executive’s employment under the following scenarios: voluntary termination, retirement, involuntary not-for-cause termination, for cause termination, and involuntary for good reason termination following a change in control, disability, or death. The amounts shown assume that such termination was effective as of December 31, 2024, and exclude ordinary course amounts earned or benefits accrued as a result of prior service during the year. The NEOs would receive other payments and benefits to which they were already entitled or vested on such date, including amounts under the Deferred Compensation Plan under the Nonqualified Deferred Compensation Table. The various amounts listed are estimates only. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company.
Potential Payments upon Change in Control or Termination
| | Molina Healthcare, Inc. 2025 Proxy Statement | 53 | | | |
Potential Payments upon Change in Control or Termination
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
Potential Payments upon Change in Control or Termination
| Name & Principal Position | Compensation Components | Voluntary Termination ($) | Retirement ($) | Involuntary Not for Cause Termination ($) | Involuntary Not for Cause or for Good Reason Termination (Change-in-Control) ($)(1) | Disability ($) | Death ($) | | Joseph M. Zubretsky President and Chief Executive Officer | Cash Severance(2) | — | — | 7,200,000 | 9,600,000 | — | — | | | Stock Awards(3) | — | 39,760,538 | 35,536,609 | 82,307,392 | 43,033,373 | 43,033,373 | | | Health Benefits(4) | — | — | — | 23,653 | — | — | | | Disability Income | — | — | — | — | — | — | | | Life Insurance Benefits | — | — | — | — | — | 650,000 | | | Total Value | — | 39,760,538 | 42,736,609 | 91,931,045 | 43,033,373 | 43,683,373 | | Mark L. Keim Chief Financial Officer | Cash Severance(2) | — | — | 850,000 | 2,550,000 | — | — | | | Stock Awards(3) | — | — | 1,188,245 | 26,162,619 | 1,188,245 | 1,188,245 | | | Health Benefits | — | — | — | 33,487 | — | — | | | Disability Income | — | — | — | — | — | — | | | Life Insurance Benefits | — | — | — | — | — | 1,000,000 | | | Total Value | — | — | 2,038,245 | 28,746,106 | 1,188,245 | 2,188,245 | | James E. Woys Chief Operating Officer | Cash Severance(2) | — | — | 800,000 | 2,400,000 | — | — | | | Stock Awards(3) | — | — | — | 9,433,078 | — | — | | | Health Benefits | — | — | — | 21,963 | — | — | | | Disability Income | — | — | — | — | — | — | | | Life Insurance Benefits | — | — | — | — | — | 650,000 | | | Total Value | — | — | 800,000 | 11,855,041 | — | 650,000 | | Jeff D. Barlow Chief Legal Officer and Secretary | Cash Severance(2)(5) | — | — | 1,370,000 | 2,055,000 | — | — | | | Stock Awards(3) | — | — | 2,154,643 | 7,595,053 | — | — | | | Health Benefits | — | — | 50,000 | 50,000 | — | — | | | Disability Income | — | — | — | — | — | — | | | Life Insurance Benefits | — | — | — | — | — | 1,000,000 | | | Total Value | — | — | 3,574,643 | 9,700,053 | — | 1,000,000 | | Debra J. Bacon Executive Vice President | Cash Severance(2) | — | — | 675,000 | 2,025,000 | — | — | | | Stock Awards(3) | — | — | — | 2,406,624 | — | — | | | Health Benefits | — | — | — | 24,305 | — | — | | | Disability Income | — | — | — | — | — | — | | | Life Insurance Benefits | — | — | — | — | — | 1,000,000 | | | Total Value | — | — | 675,000 | 4,455,929 | — | 1,000,000 |
Potential Payments upon Change in Control or Termination
(1)For Messrs. Keim, and Woys, and Ms. Bacon, all amounts reflected in the table for involuntary, not for cause or for good reason termination (change-in-control) represent executive’s payments pursuant to the Company’s amended and restated change in control severance plan. (2)The amounts in the table were computed based on the NEOs’ salaries and target short-term bonus opportunity as of December 31, 2024. (3)The market value represents the product of the closing price of the Company’s stock as of December 31, 2024, the last trading date of our fiscal year, which was $291.05, and the number of shares due to the employment under their employment agreement or offer letters.
Potential Payments upon Change in Control or Termination
| | 54 | Molina Healthcare, Inc. 2025 Proxy Statement | | | |
Potential Payments upon Change in Control or Termination
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |
Potential Payments upon Change in Control or Termination
(4)For Mr. Zubretsky, the amount for health benefits payable upon involuntary, not for cause or good reason termination (change-in-control) represents the amount he would have been entitled to receive for continued health care and dental benefits under the Company’s applicable benefits programs pursuant to the Company’s change in control severance plan since that amount is higher than the amount he would be entitled to receive as health benefits pursuant to his employment agreement. (5)Mr. Barlow’s cash severance payable upon involuntary, not for cause or good reason termination (change-in-control) represents the amount he would have been entitled to receive pursuant to the Company’s amended and restated change in control severance plan since that amount is higher than the amount he would be entitled to receive as cash severance pursuant to his employment agreement. CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2024, our last completed fiscal year, the median of the total direct compensation of all employees of our Company (other than Mr. Zubretsky, our chief executive officer), was $81,906, and the total direct compensation of Mr. Zubretsky, our chief executive officer, was $21,944,109. Based on this information, for fiscal 2024, the ratio of the median of the total compensation of all employees (other than the chief executive officer) to the total compensation of our chief executive officer was 1 to 268. Our median employee pay ratio was calculated in accordance with the requirements of item 402(u) of Regulation S-K. With respect to the total compensation of our chief executive officer and the median employee, we used the compensation components reported in our 2024 Summary Compensation Table included in this proxy statement. Our determination of our median employee includes all employees, part-time or full-time, excluding our chief executive officer, who were employed on December 1, 2024. The median employee for the 2024 calculation is a full-time employee. We determined our median compensated employee in 2024 by using base salary, short term incentives (cash bonus), grant date fair value of long-term incentives (equity-based awards) granted to employees in 2024, Company-paid 401(K) plan match (4%) made in fiscal year 2024, and other compensation (stipends, sign-on bonus, one-time bonus), as our consistently applied compensation measure.
Potential Payments upon Change in Control or Termination
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Potential Payments upon Change in Control or Termination
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Potential Payments upon Change in Control or Termination
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Potential Payments upon Change in Control or Termination
| Year | Summary Compensation Table Total for PEO (Joseph Zubretsky)(1) ($) | Compensation Actually Paid to PEO (Joseph Zubretsky)(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income ($ Millions) | Adjusted Net Income per Diluted Share(5) ($) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 21,944,109 | 15,398,868 | 5,427,204 | 3,759,320 | 214.50 | 158.26 | 1,179 | 22.65 | | 2023 | 21,491,723 | 25,202,450 | 4,707,296 | 2,881,779 | 266.28 | 151.60 | 1,091 | 20.88 | | 2022 | 22,131,256 | 41,668,352 | 5,392,703 | 9,278,192 | 243.36 | 148.16 | 792 | 17.92 | | 2021 | 19,961,698 | 75,905,547 | 4,196,221 | 10,545,861 | 234.42 | 132.62 | 659 | 13.54 | | 2020 | 17,812,327 | 58,165,935 | 4,428,117 | 8,983,969 | 156.74 | 100.14 | 673 | 10.67 |
Potential Payments upon Change in Control or Termination
(1)Joseph Zubretsky was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Potential Payments upon Change in Control or Termination
| 2020 | 2021 | 2022 | 2023 | 2024 | | Mark L. Keim | Mark L. Keim | Mark L. Keim | Mark L. Keim | Mark L. Keim | | James E. Woys | James E. Woys | James E. Woys | James E. Woys | James E. Woys | | Jeff D. Barlow | Jeff D. Barlow | Jeff D. Barlow | Jeff D. Barlow | Jeff D. Barlow | | Marc S. Russo | Marc S. Russo | Marc S. Russo | Maurice S. Hebert | Debra J. Bacon | | Thomas L. Tran | Thomas L. Tran | | Marc S. Russo | |
Potential Payments upon Change in Control or Termination
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
Potential Payments upon Change in Control or Termination
| Year | Summary Compensation Table Total for Joseph Zubretsky ($) | Exclusion of Change in Pension Value for Joseph Zubretsky ($) | Exclusion of Stock Awards for Joseph Zubretsky ($) | Inclusion of Equity Values for Joseph Zubretsky ($) | Compensation Actually Paid to Joseph Zubretsky ($) | | 2024 | 21,944,109 | — | (16,200,092) | 9,654,851 | 15,398,868 |
Potential Payments upon Change in Control or Termination
| Year | Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 5,427,204 | (44,898) | (3,725,057) | 2,102,071 | 3,759,320 |
Potential Payments upon Change in Control or Termination
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Potential Payments upon Change in Control or Termination
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Potential Payments upon Change in Control or Termination
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Potential Payments upon Change in Control or Termination
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Joseph Zubretsky ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Joseph Zubretsky ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Joseph Zubretsky ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Joseph Zubretsky ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Joseph Zubretsky ($) | Total - Inclusion of Equity Values for Joseph Zubretsky ($) | | 2024 | 10,861,829 | (3,584,702) | — | 2,377,724 | — | 9,654,851 |
Potential Payments upon Change in Control or Termination
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,497,585 | (735,220) | — | 339,706 | — | 2,102,071 |
Potential Payments upon Change in Control or Termination
(4)The Peer Group TSR set forth in this table utilizes the peer companies (the “Compensation Peer Group”) used for compensation benchmarking purposes for the year 2024 (which is different than the peer group for year 2023), which is listed in our Compensation Discussion & Analysis section of the proxy statement. The peer group was updated to include relevant peers across business segment and certain financial metrics, including but not limited to criteria relevant to revenue, market capitalization, EBITDA, organization model, and employee recruitment. The Peer Group TSR is weighted according to the respective peer companies’ stock market capitalization on December 31, 2019. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Compensation Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Adjusted EPS to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. Adjusted EPS represents adjusted net income divided by weighted average common shares outstanding on a fully diluted basis. Adjusted net income represents GAAP net income recognizing adjustments, net of tax. Adjustments represent additions and deductions to GAAP net income which include the non-cash impact of amortization of acquired intangible assets, acquisition-related expenses, and the impact of certain expenses and other items that management believes are not indicative of longer-term business trends and operations. This performance measure may not have been the most important financial performance measure for the four preceding fiscal years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the five most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted Net Income per Diluted Share during the five most recently completed fiscal years. The equity compensation actually paid to the PEO and NEOs was significantly impacted by stock price appreciation related both to the Company’s financial results and to its forward P/E multiple from significant actual and expected revenue growth.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure
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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION |