Document

DEF 14A 1 a2022definitiveproxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨


Check the appropriate box:
¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material Pursuant to §240.14a-12


MOLINA HEALTHCARE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)			Title of each class of securities to which transaction applies:
(2)			Aggregate number of securities to which transaction applies:
(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)			Proposed maximum aggregate value of transaction:
(5)			Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


(1)			Amount Previously Paid:
(2)			Form, Schedule or Registration Statement No.:
(3)			Filing Party:
(4)			Date Filed:

Notice of 2022 Annual Meeting of Stockholders

and

Proxy Statement

YOUR VOTE IS IMPORTANT TO US!

Please vote by using the internet, the telephone, or by

signing, dating, and returning your proxy card.


Date and Time Wednesday, May 4, 2022 10:00 a.m., Eastern time						Location Meeting will be held live via the internet - to attend please visit www.virtualshareholdermeeting.com/MOH2022


1			To elect nine directors to hold office until the 2023 annual meeting.

2			To consider and approve, on a non-binding advisory basis, the compensation of our named executive officers.

3			To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.

4			To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.



By internet prior to the meeting						By toll-free telephone
www.proxyvote.com						1-800-690-6903

By mail						By internet
Follow instructions on your proxy card						At the Annual Meeting


March 22, 2022			By Order of the Board of Directors

			Dale B. Wolf
			Chairman of the Board


TABLE OF CONTENTS
About Molina Healthcare			1
PROPOSAL 1 - Election of Directors			4
Information About Director Nominees			5
Additional Information About Directors			14
Corporate Governance and Board of Directors Matters			16
Information About the Board and its Committees			24
Meetings of Non-Management Directors			24
Committees of the Board of Directors			24
Meetings of the Board of Directors and Committees			26
Non-Employee Director Compensation			26
Information About the Executive Officers of the Company			28
Related Party Transactions			29
PROPOSAL 2 - Advisory Vote on the Compensation of Our Named Executive Officers			30
Executive Compensation			31
Compensation Discussion and Analysis			31
Compensation Committee Report			42
Compensation Tables			43
202 1 Summary Compensation Table			43
202 1 All Other Compensation Table			44
202 1 Grants of Plan-Based Awards Table			44
202 1 Outstanding Equity Awards at Fiscal Year End Table			45
Outstanding Equity Awards Vesting Schedule Table			46
Outstanding Performance-Based Equity Awards at Fiscal Year End			46
202 1 Option Exercises and Stock Vested Table			47
Non-Qualified Deferred Compensation for 2021			48
Potential Payments Upon Change in Control or Termination			48
CEO Pay Ratio			51
Compensation Committee Interlocks and Insider Participation			52
Fiscal Year 20 2 2 Compensation			52
PROPOSAL 3 - Ratification of the Appointment of Independent Registered Accounting Firm			55
Audit Committee Report			55
Audit Committee’s Evaluation and Oversight of Independent Auditors			57
Fees Paid to Independent Registered Public Accounting Firm			58
Delinquent Section 16(a) Reports			59
Security Ownership of Certain Beneficial Owners and Management			60
Security Ownership of Management			60
Security Ownership of Principal Stockholders			61
Securities Authorized for Issuance Under Equity Compensation Plans			61
Management Analysis of Material Adverse Effects of Compensation Plans			61
Householding			61
Others Matters			62
Questions and Answers About our Annual Meeting			63
Proxy Card & Instructions			67


	2021	2020
	(Dollars in millions, except per-share amounts)

Premium Revenue	$26,855	$18,299
Total Revenue	$27,771	$19,423
Medical Care Ratio (“MCR”) (1)	88.3%	86.5%
After-Tax Margin (2)	2.4%	3.5%
Net Income per Diluted Share	$11.25	$11.23


Proposal			Board Vote Recommendation
To elect nine directors to hold office until the 2023 annual meeting.			FOR
To consider and approve, on a non-binding, advisory basis, the compensation of our named executive officers.			FOR
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.			FOR


ü			THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH DIRECTOR NOMINEE.


Barbara L. Brasier			Business Experience •Has over 39 years of corporate finance and accounting experience •Served as Chief Financial Officer for Herc Rentals Inc. from 2015 to 2018 •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 Senior Vice President, Tax and Treasury for Mondelez International (successor to Kraft Foods, Inc.) from 2012 to 2015 •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) •None of the entities where Ms. Brasier was previously employed is a parent, subsidiary, or other affiliate of the Company Skills and Qualifications Ms. Brasier has been a leader for a diverse portfolio of international public companies over her 39-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.

Retired Chief Financial Officer
Age: 63
Director Since: 2019
Board Committees:
•Audit (Financial Expert) •Compensation


Mr. Daniel Cooperman			Business Experience •Chairman of the audit committee and member of the Board of Directors of Zoox, Inc., a subsidiary of Amazon, Inc. developing autonomous vehicles, from 2015 until 2020, when it was acquired by Amazon •Member of the Board of Directors of Legalzoom.com, Inc. from 2012 until its change of control in 2014 •Member, Board of Advisers, Text IQ, a private company utilizing artificial intelligence to identify sensitive information, since 2017 •Member of the Board of Directors of Nanoscale Components Inc., a lithium ion technology company, since 2012 •Ex-Chairman and member of the Board of Directors of Second Harvest Food Bank of Silicon Valley, from 2010 to 2018 •Member of the Board of Directors of Liffey Thames Group, LLC dba Discovia, a legal services company, from 2011 to 2017 •Member, Board of Advisors, Markkula Center for Applied Ethics at Santa Clara University, since 2019 •Of Counsel, Bingham McCutchen, LLP (from 2010 to 2014) and Of Counsel, DLA Piper LLP (from 2014 to 2016), both global law firms •Senior Vice President, Secretary, and General Counsel of Apple Inc. from 2007 to 2009 •Senior Vice President, Secretary, and General Counsel of Oracle Corporation from 1997 to 2007 •Fellow, Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford Law School and Graduate School of Business since 2012 •Juris Doctorate, Stanford Law School •MBA, Stanford Graduate School of Business •Graduated Dartmouth College, summa cum laude, with an A.B. in Economics with highest distinction •None of the entities where Mr. Cooperman was previously employed is a parent, subsidiary, or other affiliate of the Company Skills and Qualifications Mr. Cooperman has extensive legal and corporate governance experience, having served as general counsel of both Apple, Inc. and Oracle Corporation. Mr. Cooperman has also served as Of Counsel at two international law firms focusing on corporate and transactional matters, corporate governance, and board of director issues. Mr. Cooperman’s long legal career and his extensive legal, compliance and risk management experience provide an invaluable background for his service on the Board and as chairman of the Company’s corporate governance and nominating committee. Further, Mr. Cooperman has extensive past and current Board experience, having advised and served on the boards of a number of companies and trade associations.

Former General Counsel, Oracle Corporation and Apple, Inc.
Age: 71
Director Since: 2013
Board Committees:
•Compliance and Quality (Chair)


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 directors of NRC Health since 2021 •Serves on the boards of the ECRI Institute, the David and Lucile Packard Foundation, and is chairman of Parks California – a nonprofit dedicated to supporting California's parks and public lands •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 •None of the entities where Dr. Lockhart was previously employed is a parent, subsidiary, or other affiliate of the Company Skills and Qualifications Dr. Lockhart has extensive healthcare industry experience, having held several leadership positions, including as chief medical officer and chief administrator 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 health equity programs.

Former Senior Vice President & Chief Medical Officer, Sutter Health Network (Retired)
Age: 64
Director Since: 2020
Board Committees:
•Compliance and Quality


Barbara L. Brasier			•Extensive financial and accounting experience, having held senior leadership positions in such areas at Herc Rentals, Inc. and Kraft Foods. •Valuable experience in identifying and mitigating enterprise risks in various leadership roles, including experience with mergers, acquisitions, and transformative reorganizations. •Audit committee financial expertise.
Daniel Cooperman			• Valuable knowledge of legal and governance matters, having held positions as general counsel of Apple, Inc. and Oracle Corporation, and having served as Of Counsel at international law firms focusing on corporate and transactional matters and corporate governance, and having served on boards of various companies. •Broad experience in information technology and cybersecurity. •Valuable experience in enterprise risk management programs in various senior leadership roles.
Dr. Stephen H. Lockhart			•Significant senior leadership experience in healthcare industry, having held positions such as chief medical officer at Sutter Health Network and chief administrative officer at the St. Luke’s campus of Sutter’s California Pacific Medical Center, with responsibilities for quality, patient safety, research, and education.
Steven J. Orlando			•Extensive corporate, finance, and accounting experience, having served as chief financial officer for various companies and having operated his own financial management and business consulting practice. •Audit committee financial expertise, including experience as audit committee chair. •Valuable knowledge of governance matters gained as serving as a director of various other companies.
Ronna E. Romney			•Valuable knowledge of governance matters gained as a director, including as the Company’s prior lead independent director and current Vice-Chair of the Board. •Valuable knowledge of executive compensation, including prior compensation committee chair role. •Extensive government affairs experience, having served in various political positions in presidential commissions, presidential national advisory council and the Republican state national committee for the State of Michigan.
Richard M. Schapiro			•Significant experience in finance, acquisitions, divestitures, and business restructuring, in the healthcare and financial services sectors, as former investment and corporate banker with various managing director positions with Bank of America Merrill Lynch’s Health Care Group, ING Baring Furman Selz, and Salomon Brothers Inc. •Valuable knowledge of executive compensation, including as former chair of the compensation committees of the Company and chair of the compensation committee of Transamerica Corporation.
Dale B. Wolf			•Significant senior leadership experience in healthcare industry, having held positions as chief executive officer, executive vice president, chief financial officer, and treasurer of Coventry Health Care, Inc., and president/chief executive officer of Onecall Care Management. •Valuable experience in identifying and mitigating enterprise risks in various senior leadership roles. •Significant board experience gained as serving as a director and former director of various other Boards.
Richard C. Zoretic			•Significant senior leadership experience in healthcare industry, having held senior leadership positions with operations responsibility at WellPoint, Inc., Amerigroup Corporation, and United Health Group. •Valuable experience in identifying and mitigating enterprise risks in various leadership roles.
Joseph W. Zubretsky			•Significant senior leadership experience in healthcare, insurance, and financial industries, as chief executive officer of the Company, The Hanover Group., and Healthagen, LLC, and chief financial officer, chief enterprise risk officer, and senior executive vice president of Aetna. •Valuable experience in identifying and mitigating enterprise risks in various leadership roles. •Significant financial experience, having held chief financial officer positions for various companies.


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) •None of the entities where Mr. Orlando was previously employed is a parent, subsidiary, or other affiliate of the Company 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, his service on multiple corporate Boards and audit committees, including those of a publicly traded financial institution and a Nasdaq-listed corporation, renders him well qualified to serve as the chairman of the audit committee, and to serve on two other committees of the Board.

Founder, Orlando Company
Age: 70
Director Since: 2005
Board Committees:
•Audit (Chair & Financial Expert) •Corporate Governance & Nominating •Finance


Ms. 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 1994 to 1996 •Honored as one of the NACD (National Association of Corporate Directors) Top 100 Directors for 2015 •Selected as one of WomenInc. Magazine’s 2019 Most Influential Corporate Board Directors •Holds a B.A from the Oakland University, Rochester, Michigan •None of the entities where Ms. Romney was previously employed is a parent, subsidiary, or other affiliate of the Company 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 has 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. Ms. Romney also sits on the compensation and corporate governance and nominating committees.

Director, Park Ohio Holding Corporation
Age: 78
Director Since: 2003; Vice-Chair of the Board
Board Committees:
•Compensation •Corporate Governance & Nominating (Chair)


Mr. 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 Directorship100, 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 •None of the entities where Mr. Schapiro was previously employed is a parent, subsidiary, or other affiliate of the Company Skills and Qualifications Mr. Schapiro is a former investment and corporate banker with over thirty-five 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’s offers valuable 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, which gives him invaluable insight into the history and growth of the Company.

Chief Executive Officer, SchapiroCo LLC
Age: 66
Director Since: 2015
Board Committees:
•Audit •Finance (Chair)


Mr. Dale B. Wolf			Business Experience •Served as President and Chief Executive Officer of Onecall Care Management 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 •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 •None of the entities where Mr. Wolf was previously employed is a parent, subsidiary, or other affiliate of the Company 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 Board’s 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.

Chairman of the Board, Molina Healthcare, Inc.
Age: 67
Director Since: 2013
Board Committees:
•Compensation (Chair) •Corporate Governance & Nominating •Finance


Mr. Richard C. Zoretic			Business Experience •Member of the board of directors of Innovage Holding Corp. since 2021 •Member of the Board of Directors of Babel Health, a software company offering risk adjustment solutions for government sponsored health plan businesses, since 2018 •Member of the Board of Directors of Aveanna Healthcare, provider of pediatric care, since 2017 •Member of the Board of Directors of Kepro, a medical management and cost containment solution provider, since 2018 •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 •Amerigroup Corporation, from 2003 to 2012, with positions 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 •None of the entities where Mr. Zoretic was previously employed is a parent, subsidiary, or other affiliate of the Company 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.

Former Senior Executive at Amerigroup and WellPoint
Age: 63
Director Since: 2018
Board Committees:
•Audit •Compliance & Quality


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 •None of the entities where Mr. Zubrestsky was previously employed is a parent, subsidiary, or other affiliate of the Company 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 in November 2017, Mr. Zubretsky has successfully led the Company in its turnaround and growth plans.

President and Chief Executive Officer, Molina Healthcare, Inc.
Age: 65
Director Since: 2017

SEC Form DEF 14A filed by Molina Healthcare Inc