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 and her tenure fully overlaps the period during which MOH's stock fell roughly 47% while the healthcare sector ETF (XLV) gained about 19% — a gap of approximately 65 percentage points that exceeds our 30-point trigger for directors with negative absolute returns; the 5-year picture is similarly poor so no mitigant applies.
Dr. Lockhart has served since 2021 and his tenure covers the bulk of the period during which MOH's stock declined about 47% against the healthcare sector ETF (XLV) which rose roughly 19%, a gap exceeding 65 percentage points well above our 30-point trigger; the 5-year return is also deeply negative versus XLV so the longer-term mitigant does not rescue this vote.
Mr. Orlando has been a director since 2005 and his long tenure fully encompasses the period during which MOH shares fell approximately 47% while the healthcare sector ETF (XLV) gained about 19%, producing a gap of roughly 65 percentage points that far exceeds our 30-point trigger; the 5-year return is equally poor so no mitigant applies.
Ms. Romney has served since 2003 and her tenure fully overlaps the severe stock underperformance period; additionally, her son is employed by the Company, raising an independence concern under our familial-relationship policy, providing a second independent basis for an against vote.
Mr. Schapiro has served since 2015 and his tenure fully encompasses the period during which MOH's stock fell roughly 47% against the healthcare sector ETF (XLV) which gained about 19%, a gap of about 65 percentage points far exceeding the 30-point threshold; the 5-year return is also deeply negative so the longer-term mitigant does not apply.
Mr. Wolf has served since 2013 and as board chairman bears direct oversight responsibility during the period in which MOH's stock fell about 47% while the healthcare sector ETF (XLV) gained roughly 19%, a gap of approximately 65 percentage points well above our 30-point trigger; the 5-year record is equally poor so no mitigant applies.
Mr. Zoretic has served since 2018 and his tenure fully overlaps the period during which MOH shares fell approximately 47% against the healthcare sector ETF (XLV) which gained about 19%, producing a roughly 65-percentage-point gap that far exceeds our 30-point trigger; the 5-year return is also deeply negative so the longer-term mitigant does not rescue this vote.
Mr. Zubretsky has served as CEO and director since 2017 and our policy explicitly applies the TSR trigger to executive directors independent of the Say on Pay vote; MOH's stock declined approximately 47% over three years while the healthcare sector ETF (XLV) gained about 19%, a gap of roughly 65 percentage points far exceeding our 30-point threshold, and the 5-year record offers no mitigant.
For Analysis
Mr. Grohowski joined the board in April 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger under our policy; no other disqualifying factors are present.
Mr. Soistman is a new nominee being put forward for the first time at the 2026 annual meeting, so he is exempt from the TSR underperformance trigger under our 24-month new-director exemption; he brings nearly four decades of relevant healthcare and managed care experience with no other disqualifying factors.
Eight of ten director nominees receive an AGAINST vote due to severe TSR underperformance — MOH's stock fell roughly 47% over three years while the healthcare sector ETF (XLV) gained about 19%, a gap of approximately 65 percentage points that far exceeds our 30-point trigger for directors with negative absolute returns; the two exceptions are new nominee Francis Soistman and recently-joined Leo Grohowski, both of whom qualify for the 24-month new-director exemption; Ronna Romney also receives an additional against flag for a familial relationship with a Company employee.
Say on Pay
✓ FORCEO
Joseph M. Zubretsky
Total Comp
$18,340,783
Prior Support
40%%
At the 2025 annual meeting, only 40% of shareholders approved executive pay — well below our 70% threshold — which would normally trigger an automatic against vote; however, the company took meaningful responsive action by conducting extensive outreach with investors representing 64% of outstanding shares, expanding disclosure around the one-time special retention grants, and clearly explaining why those grants will almost certainly pay out $0 due to missed earnings targets, which represents genuine structural remediation of the specific concern shareholders raised. The 2025 compensation program itself functioned exactly as a rigorous pay-for-performance system should: the CEO and all other named executives received zero cash bonuses and forfeited all performance stock awards for 2023, with 2024 and 2025 performance awards also expected to be forfeited in full, directly reflecting the company's sharp earnings decline. Given that the prior-year concern centered on a one-time award that will almost certainly pay nothing, the company made no modifications to weaken performance conditions, and actual pay outcomes were fully aligned with shareholder experience, we conclude that the company has sufficiently addressed the prior-year shareholder concern to warrant 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; auditor tenure is not explicitly disclosed so no tenure trigger fires; Ernst & Young is a Big 4 firm appropriate for a company of MOH's size and complexity.
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
This is a board-proposed charter amendment directly responsive to a stockholder proposal that passed at the 2025 annual meeting, meaning shareholders have already expressed a clear majority desire for this governance right; the company conducted extensive outreach and set the threshold at 20% after large institutional shareholders specifically told them the 10% level was too low and they preferred 20-25%, making this a genuine shareholder-responsive governance improvement rather than a superficial response. Moving from no special meeting right at all to a 20% threshold with reasonable procedural guardrails is an unambiguous improvement in shareholder rights, and the 20% threshold falls squarely within the range that the company's own largest shareholders indicated they would support.
Overall Assessment
The 2026 Molina Healthcare annual meeting presents a mixed ballot: eight of ten director nominees receive AGAINST votes due to severe three-year stock underperformance (MOH down roughly 47% vs. the healthcare sector ETF XLV up about 19%, a gap far exceeding our threshold), while Say on Pay receives a FOR vote because the company took genuine remedial action following last year's failed vote and the compensation program functioned exactly as intended by paying executives nothing in the face of missed targets. The auditor ratification and the special meeting charter amendment both receive FOR votes, with the latter representing a meaningful and shareholder-responsive governance improvement.