moh-20230320

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934 (Amendment No. ___)

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

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Notice of 2023 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.

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Notice of 2023 Annual Meeting of Stockholders


Date and Time Wednesday, May 3, 2023 10:00 a.m., Eastern time						Location Meeting will be held live via the internet - to attend please visit www.virtualshareholdermeeting.com/MOH2023

Please take notice that the 2023 annual meeting of stockholders (the “Annual Meeting”) of Molina Healthcare, Inc. will be held via the internet and will be a completely "virtual meeting" of stockholders. You will be able to attend the Annual Meeting, vote, and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/MOH2023. Prior to the Annual Meeting, you will be able to vote on the proposals being submitted to vote at the Annual Meeting at www.proxyvote.com.

Items to be Voted On


1			To elect nine directors to hold office until the 2024 annual meeting.

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

3			To conduct an advisory vote on the frequency of a stockholder vote on the compensation of our named executive officers.

4			To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023.

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

Voting

We hope that you will participate in the Annual Meeting. In all cases, have your proxy card available when you start the voting process.



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

Record Date

The Board of Directors has fixed the close of business on March 8, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and at any continuation, adjournment, or postponement thereof. This notice and the accompanying proxy statement are being mailed or transmitted on or about March 20, 2023 to the Company’s stockholders of record as of March 8, 2023.


March 20, 2023			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			3
Information About Director Nominees			4
Additional Information About Directors			13
Corporate Governance and Board of Directors Matters			15
Information About the Board and its Committees			23
Meetings of Non-Management Directors			23
Committees of the Board of Directors			23
Meetings of the Board of Directors and Committees			25
Non-Employee Director Compensation			25
Information About the Executive Officers of the Company			27
Related Party Transactions			28
PROPOSAL 2 - Advisory Vote on the Compensation of o ur Named Executive Officers			28
Executive Compensation			29
Compensation Discussion and Analysis			29
Compensation Committee Report			43
Compensation Tables			44
2022 Summary Compensation Table			44
2022 All Other Compensation Table			45
2022 Grants of Plan-Based Awards Table			45
2022 Outstanding Equity Awards at Fiscal Year End Table			46
Outstanding Equity Awards Vesting Schedule Table			47
Outstanding Performance-Based Equity Awards at Fiscal Year End			47
2022 Option Exercises and Stock Vested Table			48
Non-Qualified Deferred Compensation for 2022			49
Potential Payments Upon Change in Control or Termination			49
CEO Pay Ratio			52
Compensation Committee Interlocks and Insider Participation			53
Fiscal Year 2023 Compensation			53
PROPOSAL 3 - Advisory Vote on the Frequency of a Stockholder Vote on the Compensation of our Named Executive Officers			56
PROPOSAL 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm			57
Audit Committee Report			57
Audit Committee’s Evaluation and Oversight of Independent Auditors			59
Fees Paid to Independent Registered Public Accounting Firm			60
Delinquent Section 16(a) Reports			61
Security Ownership of Certain Beneficial Owners and Management			62
Security Ownership of Management			62
Security Ownership of Principal Stockholders			63
Securities Authorized for Issuance Under Equity Compensation Plans			63
Management Analysis of Material Adverse Effects of Compensation Plans			63
Householding			63
Others Matters			64
Questions and Answers About our Annual Meeting			65
Proxy Card & Instructions			69

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ABOUT MOLINA HEALTHCARE

Molina Healthcare, Inc., a FORTUNE 500 company (currently ranked 125), provides managed healthcare services under the Medicaid and Medicare programs, and through the state insurance marketplaces (the “Marketplace”). We served approximately 5.3 million members as of December 31, 2022, located across 19 states.

Our Mission

We improve the health and lives of our members by delivering high-quality healthcare.

Our Vision

We distinguish ourselves as the low cost, most effective and reliable health plan delivering government-sponsored care.

Business Strategy

Our growth strategy continues to be anchored by our capital allocation priorities: first, organic growth of our core businesses by growing with new state procurement opportunities, retaining existing contracts, increasing market share in current service areas and pursuing carve-in opportunities; second, inorganic growth through accretive acquisitions; third, programmatically returning excess capital to shareholders, for example, in the form of targeted share repurchase programs; and fourth, strong MCR and general and administrative (“G&A”) management to drive attractive and sustainable margins. We are a pure-play government managed care business with synergistic segments and are committed to our core business.

Key Developments

We are pleased with the continued success of our profitable growth strategy. Presented below are key recent developments and accomplishments relating to progress on our strategy:

•Texas Procurement—Medicaid. On January 27, 2023, the Texas Health and Human Services Commission posted a notice on its website indicating that it was issuing a Notice of Intent to Award to Molina Healthcare of Texas, Inc. a STAR+PLUS ABD contract in each of Bexar, Dallas, El Paso, Harris, Hidalgo, Jefferson, Northeast Texas, and Tarrant Service Areas. The notice follows a proposal that we submitted in June 2022 to continue serving STAR+PLUS members in the same service areas, in response to an RFP posted in March 2022. The start of operations for the new contract is expected to begin in February 2024. Further, in December 2022, the RFP was posted for the TANF and CHIP programs (known as the STAR & CHIP programs, and both existing contracts for Molina), with awards expected in February 2024 and the start of operations in February 2025.

•California Procurement—Medicaid. In January 2023, we announced that the California Department of Health Care Services (“DHCS”) had confirmed our California health plan’s footprint as originally announced in August 2022, including Medi-Cal contract awards in each of Riverside, San Bernardino, Sacramento, and San Diego Counties. In Los Angeles County, we will share membership equally with the current commercial incumbent. The Medi-Cal contracts are expected to commence on January 1, 2024, which enables us to continue serving Medi-Cal members in our existing counties and expand our footprint in Los Angeles County. DHCS has also agreed to grant Molina a contract to offer exclusively aligned enrollment special needs plan (“EAE-SNP”) products for dual eligible members in Los Angeles County.

•New York Acquisition—Medicaid. On October 1, 2022, we closed on our acquisition of the Medicaid Managed Long Term Care business of AgeWell New York (“AgeWell”).

•Nebraska Procurement—Medicaid. In September 2022, we announced that our Nebraska health plan subsidiary was selected by the Nebraska Department of Health and Human Services to provide health care

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services to Nebraskans under the state’s Medicaid managed care program. The new five-year contract is expected to begin on January 1, 2024, and may be extended for an additional two-years.

•Iowa Procurement—Medicaid. In August 2022, we announced that our Iowa health plan had been notified by the Iowa Department of Health and Human Services (“Iowa HHS”) of its intent to award a Medicaid managed care contract pursuant to the RFP issued by Iowa HHS in February 2022. The new four-year contract is expected to begin on July 1, 2023, and may be extended for an additional four years.

•Mississippi Procurement—Medicaid. In August 2022, we announced that our Mississippi health plan had been notified by the Mississippi Division of Medicaid (“DOM”) of its intent to award a Medicaid Coordinated Care Contract for its Mississippi Coordinated Access Program and Mississippi Children’s Health Insurance Program pursuant to the Request for Qualifications issued by DOM in December 2021. The four-year contract is expected to begin on July 1, 2023, and may be extended for an additional two years. The award enables us to continue serving Medicaid members across the state.

•Wisconsin Acquisition—Medicaid and Medicare. On July 13, 2022, we announced a definitive agreement to acquire substantially all the assets of My Choice Wisconsin, further adding to our market leading Long-Term Services and Supports business. The transaction is subject to receipt of applicable federal and state regulatory approvals, and the satisfaction of other customary closing conditions. We currently expect the transaction to close in mid-2023.

•Nevada Procurement—Medicaid. Our new contract in Clark and Washoe Counties commenced on January 1, 2022, and offers health coverage to TANF, CHIP and Medicaid Expansion beneficiaries. This new contract has a term of four years with a potential two-year extension.

•Texas Acquisition—Medicaid and Medicare. On January 1, 2022, we closed on our acquisition of Cigna Corporation’s Texas Medicaid and Medicare-Medicaid Plan contracts, along with certain operating assets.

•Ohio Procurement—Medicaid. On April 13, 2021, we announced that our Ohio health plan subsidiary was selected as an awardee in all three regions across the state pursuant to the Medicaid managed care request for award issued on September 30, 2020, by the Ohio Department of Medicaid. This new contract was expected to begin on July 1, 2022, but was subsequently delayed until February 1, 2023. Pursuant to this contract, we offer health care coverage to Medicaid beneficiaries through the state of Ohio’s Covered Family and Children, Expansion, and ABD programs.

Matters for Stockholder Voting

At this year’s annual meeting, we are asking our stockholders to vote on the following three matters:


Proposal			Board Vote Recommendation
To elect nine directors to hold office until the 2024 annual meeting.			FOR
To consider and approve, on a non-binding, advisory basis, the compensation of our named executive officers.			FOR
To conduct an advisory vote on the frequency of a stockholder vote on the compensation of our named executive officers.			FOR (Every One Year)
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023.			FOR

Election of Directors

You are being asked to vote for nine directors: Barbara L. Brasier, Daniel Cooperman, 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 2024. This proposal requires for each nominee the affirmative vote of a majority of votes cast at the annual meeting.

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Proxy Statement

This proxy statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Molina Healthcare, Inc. (“Board” or “Board of Directors”) for the annual meeting to be held on Wednesday, May 3, 2023, at 10:00 a.m. Eastern time. Please review this proxy statement in its entirety and the Company’s 2022 Annual Report on Form 10-K for the year ended December 31, 2022 (“Annual Report”) before voting. In this proxy statement, we may refer to Molina Healthcare, Inc. as the “Company,” “Molina Healthcare,” “our,” or “we”.

Proposal 1 - Election of Directors

All nine directors 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.

The nine incumbent directors, Barbara L. Brasier, Daniel Cooperman, Dr. Stephen H. Lockhart, Steven J. Orlando, Ronna E. Romney, Richard M. Schapiro, Dale B. Wolf, Richard C. Zoretic, and Joseph M. Zubretsky, have been nominated by the Board, upon recommendation of the corporate governance and nominating committee, for re-election as directors to serve for a one-year term expiring at the annual meeting of stockholders in 2024.

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.

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. 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.


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

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Information About Director Nominees

Director Nominees for 2023


Barbara L. Brasier			Business Experience •Has over 39 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 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: 64
Director Since: 2019
Board Committees:
•Audit (Financial Expert) •Compensation

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SEC Form DEF 14A filed by Molina Healthcare Inc