Molina Healthcare (MOH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 30, 2025, with voting open to shareholders of record as of March 7, 2025.

• Key proposals include director elections, executive compensation, auditor ratification, a new equity incentive plan, and a shareholder proposal on special meetings.

• The company continues to focus on organic and inorganic growth, with recent acquisitions and contract wins in multiple states, expanding its footprint and membership.

• 2024 saw strong financial performance, with adjusted net income up 8% and premium revenue up 19% over 2023.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, approving executive compensation (say-on-pay), ratifying Ernst & Young LLP as auditor, approving the 2025 Equity Incentive Plan, and a shareholder proposal to allow 10% of shareholders to call a special meeting.

• The board recommends voting for all management proposals and against the shareholder proposal, citing robust existing governance and concerns about disruption from low-threshold special meetings.

Board of directors and corporate governance

• The board is composed of nine nominees, including one new nominee, with a mix of tenures and diverse backgrounds.

• Board refreshment is ongoing, with 12-year term limits for new independent directors and a focus on skills and diversity.

• The board is led by an independent chairman, with separate CEO and chairman roles.

• All directors except the CEO are independent, and all committees are composed exclusively of independent directors.

• The board conducts annual self-evaluations and has robust succession planning and director education programs.