Barbara Brasier
MOLINA HEALTHCAREAbout Barbara L. Brasier
Independent director of Molina Healthcare, Inc. since 2019, age 66, with over 40 years in corporate finance and accounting. Former CFO of Herc Rentals and senior finance/tax/treasury executive at Mondelez/Kraft, treasury leadership at Ingersoll Rand, and divisional CFO/President at Mead/MeadWestvaco; began career at Touche Ross/Deloitte. Education: B.S. Accounting (summa cum laude), Bowling Green State University; MBA, University of Dayton; CPA (inactive). Serves as audit committee financial expert and member of the compensation committee at MOH.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herc Rentals Inc. | Chief Financial Officer | 2015–2018 | Led corporate finance; public company CFO experience |
| Mondelez International (successor to Kraft Foods) | SVP Tax & Treasury | 2012–2015 | Enterprise tax/treasury oversight |
| Kraft Foods, Inc. / Kraft Foods Europe | SVP & Treasurer; SVP Finance (Europe) | 2009–2012; 2010–2011 | Global finance leadership |
| Ingersoll Rand | Vice President & Treasurer | 2004–2008 | Corporate treasury |
| Mead Corporation / MeadWestvaco | Audit Director; Divisional CFO; Divisional President; Treasurer (MeadWestvaco) | 1984–2004 | Built teams/processes; M&A and reorganizations |
| Touche Ross (now Deloitte) | Audit & Tax | Early career | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| John Bean Technologies Corporation (JBT) | Director | Since 2019 | Public company board service |
| Lancaster Colony Corporation | Director | Since 2019 | Public company board service |
| Henny Penny Corporation | Director | Since 2020 | Corporate board service |
Board Governance
| Attribute | Detail |
|---|---|
| MOH Committee Assignments | Audit Committee (Member; Financial Expert) ; Compensation Committee (Member) |
| Independence | Board determined independent under NYSE/SEC and MOH guidelines (all directors except CEO) |
| Years on MOH Board | Director since 2019 (6 years as of 2025) |
| Executive Sessions | Independent directors meet in executive session at each in‑person board meeting (usually four times per year) |
| Attendance | Each current director attended at least 75% of total Board and committee meetings in 2024; all directors attended the 2024 annual meeting |
2024 Board and Committee Meetings
| Body | Meetings |
|---|---|
| Board of Directors | 10 |
| Audit Committee | 9 |
| Compensation Committee | 7 |
| Corporate Governance & Nominating | 3 |
| Compliance & Quality | 3 |
| Finance Committee | 8 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $125,000 | Standard non‑employee retainer |
| Audit Committee Member Fee | $15,000 | Member fee (Chair is $32,500) |
| Compensation Committee Member Fee | $12,500 | Member fee (Chair is $22,500) |
| Total Cash Fees Earned (2024) | $152,500 | Barbara L. Brasier total cash fees in 2024 |
Performance Compensation
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Total |
|---|---|---|---|---|---|
| Grant‑date closing price ($/share) | $361.31 | $404.20 | $292.16 | $341.91 | — |
| Equity grant value ($) | $55,000 | $55,000 | $55,000 | $55,000 | $219,864 (aggregate fair value) |
| Vesting | Immediate on grant | Immediate on grant | Immediate on grant | Immediate on grant | — |
Notes:
- Non‑employee directors receive restricted stock valued at $220,000 per year in quarterly grants; aggregate 2024 grant‑date fair value for Brasier was $219,864 due to rounding/fair value calculations .
- Director equity grants are not performance‑based and vest immediately; no options or unvested stock held at year‑end 2024 .
Performance Metrics Table (Directors)
| Performance Metric | Applicability | Details |
|---|---|---|
| Adjusted EPS / TSR / ESG | N/A | Director equity awards are time‑based and vest immediately; no performance metrics apply |
Other Directorships & Interlocks
| Company | Role | Since | Committee Roles/Notes |
|---|---|---|---|
| John Bean Technologies | Director | 2019 | Not disclosed in MOH proxy |
| Lancaster Colony | Director | 2019 | Not disclosed in MOH proxy |
| Henny Penny Corporation | Director | 2020 | Not disclosed in MOH proxy |
- Compensation committee interlocks: None; MOH reports no compensation committee interlocks in 2024 (aside from a related person employment involving another director’s family) .
Expertise & Qualifications
- Audit committee financial expert; extensive financial/accounting leadership (Herc, Kraft/Mondelez, Ingersoll Rand, Mead/MeadWestvaco) .
- Experience managing M&A, reorganizations, and enterprise risk; board and governance experience across public companies .
Equity Ownership
| Ownership Attribute | Value |
|---|---|
| Beneficial shares owned (#) | 4,226 |
| Ownership % of outstanding | ~0.008% (4,226 of 54,699,859 shares outstanding) |
| Unvested stock/options at 12/31/2024 | None (no options or unvested stock held) |
| Shares pledged as collateral | None; pledging prohibited and none reported |
| Director stock ownership guideline | ≥5x annual cash retainer; compliance required within 5 years |
| Compliance status | All non‑employee directors were in compliance as of 12/31/2024 |
Governance Assessment
- Board effectiveness: Brasier enhances MOH oversight through audit financial expertise and compensation committee participation; independence affirmed under NYSE/SEC rules .
- Engagement/attendance: Board met 10 times in 2024; independent executive sessions held regularly; each director met ≥75% attendance and attended the 2024 annual meeting—supportive of board engagement .
- Alignment/incentives: Director pay mixes cash retainers with equity that vests immediately; stock ownership guidelines (≥5x retainer) achieved by all directors, and pledging/hedging prohibited—promotes alignment and mitigates risk .
- Conflicts/related‑party: No related person transactions disclosed for Brasier; MOH reviewed related‑party transactions and reported only one instance involving another director’s family employment above threshold .
- Shareholder signals: Strong say‑on‑pay support in 2024 (93% approval), and robust clawback policy for incentive compensation; MOH maintains majority‑independent board and independent chair structure—positive governance indicators .
RED FLAGS: None disclosed for Brasier (no pledging/hedging, no related‑party transactions, independence confirmed, attendance thresholds met) .