MOLINA HEALTHCARE INC (MOH)
Sector: Health Care
2026 Annual Meeting Analysis
MOLINA HEALTHCARE INC · Meeting: May 6, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Brasier has served since 2019, meaning her tenure fully overlaps the period during which MOH's stock fell roughly 47% while the company's own peer group returned nearly +38% on average — a gap of about 85 percentage points, far exceeding the 20-point trigger threshold — and the 5-year record does not repair this underperformance.
Dr. Lockhart has served since 2021, a tenure that meaningfully overlaps the period of severe stock underperformance where MOH lost roughly 47% while the peer group gained nearly 38% — an ~85 percentage-point gap — and the 5-year record similarly fails to clear the policy threshold.
Mr. Orlando has served since 2005, the longest tenure on the board, and his oversight covers the entire period during which MOH's stock dramatically underperformed peers by approximately 85 percentage points over 3 years with no mitigation from the 5-year record.
Ms. Romney has served since 2003 and her tenure fully overlaps the severe multi-year underperformance period; additionally, her son is employed by the company creating a familial relationship with senior management that raises independence concerns under the policy, providing a second independent basis for an against vote.
Mr. Schapiro has served since 2015, a tenure that fully overlaps the period where MOH stock declined nearly 47% while peers rose nearly 38%, producing an ~85 percentage-point gap that far exceeds the trigger threshold, with no mitigation from the 5-year record.
Mr. Wolf has served as a director since 2013 and as board chairman since 2017, giving him oversight responsibility throughout the entire underperformance period during which MOH stock fell ~47% versus peers rising ~38%, an ~85 percentage-point gap that triggers a no vote, and the 5-year record provides no mitigation.
Mr. Zoretic has served since 2018, a tenure that fully overlaps the period of severe underperformance where MOH declined ~47% against peers gaining ~38%, and the 5-year data similarly shows underperformance well above the policy threshold.
As CEO and director since 2017, Mr. Zubretsky bears direct accountability for the company's operational performance during the period when the stock fell roughly 47% while the company's own peers gained roughly 38%; policy applies the same TSR trigger to executive directors as to independent ones, and this against vote on the director election is separate from the Say on Pay evaluation.
For Analysis
Mr. Grohowski joined the board in April 2025, which is within the 24-month window during which new directors are exempt from the TSR underperformance trigger, so no negative vote is warranted at this time.
Mr. Soistman is a new nominee being added to the board for the first time at this meeting and therefore has no tenure overlap with the underperformance period, making him exempt from the TSR trigger; his extensive managed care experience is relevant to Molina's business.
Eight of ten director nominees — all those with tenure exceeding 24 months — receive an against vote due to MOH's severe stock underperformance: the stock fell 46.9% over 3 years while the company's own compensation peer group returned +37.9%, a gap of approximately 85 percentage points far exceeding the 20-point policy trigger for companies with negative absolute TSR. The 5-year record (MOH -39.5% vs peer median +33.6%, gap of -73.1pp) similarly fails to clear the mitigant threshold. New nominee Francis Soistman and newly-joined Leo Grohowski (April 2025) are exempt as they joined within 24 months. Ronna Romney receives an additional flag for her son's employment at the company.
Say on Pay
✓ FORCEO
Joseph M. Zubretsky
Total Comp
$18,340,783
Prior Support
40%%
The 2025 say-on-pay vote received only 40% support, which under policy normally requires visible changes to avoid a repeat no vote; however, the company conducted extensive outreach with holders of 64% of shares, led by the board chairman and compensation committee chair, and the response is substantive — the one-time retention grant that drove shareholder concern is now expected to pay out nothing due to the company missing its EPS targets by a wide margin, the 2025 cash bonus was $0 for all executives, and the 2023 performance stock awards were fully forfeited. The program's performance conditions are genuine and rigorous — executives actually lost nearly all their incentive pay when the company underperformed — which satisfies the pay-for-performance alignment standard; the company did not water down or modify the performance metrics even after poor results, demonstrating integrity in its pay design. On balance, the company has meaningfully addressed the shareholder concern and the core compensation structure passes the policy screens, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,945,000
Non-Audit Fees
$840,000
Non-audit fees (audit-related fees of $790,000 plus tax fees of $50,000, totaling $840,000) represent approximately 14% of total audit fees of $5,945,000, well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Molina's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and policy directs a FOR vote when tenure cannot be confirmed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Approval of an Amendment to the Company's Certificate of Incorporation to Permit Stockholders to Call Special Meetings
A stockholder proposal demanding a 10% special meeting threshold won majority support at the 2025 annual meeting, sending a clear signal that shareholders want this right; the board responded by proposing a 20% threshold, which reflects direct input from large institutional holders who told the company that 10% was too low and preferred 20-25%. While 20% is a higher bar than the original proposal, this represents a real governance improvement over the current state where shareholders have no special meeting right at all, and the company's outreach process was genuine and thorough. Under the charter amendment framework, supporting a transition from no right to a meaningful (if imperfect) right is the correct approach, as the threshold can be revisited at future meetings.
Overall Assessment
The 2026 Molina Healthcare annual meeting is dominated by severe stock underperformance — the share price fell roughly 47% over three years while the company's own peer group returned nearly 38%, triggering against votes for eight of ten director nominees under the TSR underperformance policy. Despite the prior year's 40% say-on-pay vote, the company's compensation program receives a FOR vote because its rigorous performance conditions actually worked as designed: executives received zero bonuses, multiple rounds of performance stock awards were fully forfeited, and the company engaged substantively with shareholders and did not modify its performance targets.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing