Dale Wolf

About Dale B. Wolf

Independent Chairman of the Board of Molina Healthcare, Inc. since May 2017; age 70; director since 2013. Former CEO and CFO in managed care with actuarial credentials (Fellow of the Society of Actuaries), BA in Mathematics (Eastern Nazarene College, with honors), and MIT Sloan Senior Executive Program, bringing deep pay, risk, and healthcare operations expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Coventry Health Care, Inc.	Chief Executive Officer	2005–2009	Led health insurer later acquired by Aetna; board member 2005–2009
Coventry Health Care, Inc.	EVP, Chief Financial Officer & Treasurer	1996–2005	Finance leadership through industry cycles
OneCall Care Management	President & Chief Executive Officer	Jan 2016–Feb 2019	Network management/execution experience
OneCall Care Management	Executive Chairman	Sep 2015–Jan 2016	Governance oversight in network management
DBW Healthcare, Inc.	President & Chief Executive Officer	Jan 2014–Jun 2018	Advisory/operator role in healthcare
Correctional Healthcare Companies, Inc.	Executive Chairman	Dec 2012–Jul 2014	Oversight in correctional health solutions
Catalyst Health Solutions, Inc.	Director	2003–2012	PBM board governance

External Roles

Organization	Role	Tenure	Public/Private
eHealth, Inc. (Nasdaq)	Director; Chairperson of the Board	Director since Aug 2019; Chair since Sep 2021	Public
Adapt Healthcare	Director	Since Oct 2019	Not disclosed in proxy (assess separately)

Board Governance

Roles: Independent Chairman of the Board; Chair of Compensation Committee; member of Corporate Governance & Nominating and Finance Committees .
Independence: Board determined all directors except the CEO are independent per NYSE and company guidelines; Wolf is independent .
Leadership Structure: Chairman and CEO roles split; Wolf presides over executive sessions and sets agendas/material quality; vice-chair supports (Ronna Romney). Independent chair strongly supported by board .
Attendance/Engagement: Board met 10 times in 2024; Compensation 7; Governance 3; Finance 8; all directors attended at least 75% of meetings and attended the 2024 annual meeting .
Risk Oversight: Compensation committee oversees compensation risk; governance committee reviews conflicts and related-person transactions; audit, compliance, finance committees cover financial, quality, and capital risks .

Fixed Compensation (Director)

Component	Amount	Wolf’s 2024 Actual
Annual cash retainer (non-employee directors)	$125,000	Included in cash total
Non-executive Chairman cash fee	$255,000 effective Q4 2024 (previously +$175,000; increased by $80,000)	Included in cash total
Committee Chair – Compensation	$22,500	Chair
Committee Member – Corporate Governance & Nominating	$12,500	Member
Committee Member – Finance	$15,000	Member
Per diem for non-ordinary course activity	$1,000 per diem	As incurred
2024 Cash Fees Earned (Wolf)	—	$370,000

Performance Compensation (Director equity)

Item	Structure	2024 Values/Notes
Annual equity to directors	$220,000 (restricted stock), granted $55,000 on first day of each quarter, immediate vesting; fractional shares rounded; based on closing price on grant date	Wolf stock awards $219,864 (aggregate grant-date fair value)
Closing prices used for 2024 grants	Jan 1: $361.31; Apr 1: $404.20; Jul 1: $292.16; Oct 1: $341.91	Immediate vest; no options/unvested awards outstanding at year-end

Director equity is fully vested upon grant each quarter. None of the non-employee directors held stock options or unvested stock awards as of Dec 31, 2024, enhancing alignment without complex performance conditions tied to director pay .

Other Directorships & Interlocks

Company	Relationship to MOH	Potential Interlock Risk
eHealth, Inc.	Insurance marketplace operator; no MOH-related party transactions disclosed in 2024 proxy	No MOH related-person transactions involving Wolf disclosed
Adapt Healthcare	Not detailed	Not disclosed in proxy (monitor separately)

Expertise & Qualifications

Actuarial and financial expertise (Fellow, Society of Actuaries) with CEO/CFO experience in managed care; seasoned board chair skillset .
Skills matrix highlights executive leadership, insurance/healthcare, finance/capital markets, and public company governance across board (Wolf included) .

Equity Ownership

Holder	Beneficial Shares	% of Shares Outstanding	Notes
Dale B. Wolf	15,541	~0.028% (15,541 / 54,699,859)	Below 1%; satisfies director ownership guidelines
Shares Outstanding (Record Date)	54,699,859	—	Reference base for % calc
Director Ownership Guidelines	5x annual cash retainer; retain ≥50% net settled shares until threshold met; all non-employee directors compliant as of Dec 31, 2024	—	Strong alignment signal
Hedging/Pledging	Prohibited; no pledges by directors or executive officers	—	Risk-reduction governance practice

Governance Assessment

Positive signals:
- Independent chair structure with Wolf since 2017; robust executive sessions; clear agenda authority enhances board independence .
- Ownership alignment via stringent director guidelines; all non-employee directors, including Wolf, in compliance as of year-end 2024; hedging/pledging prohibited .
- No legal proceedings or related-person transactions involving Wolf disclosed; governance committee reviews conflicts and related-person deals; only related-party noted was employment of Romney’s son, ratified per policy .
- Compensation committee uses independent consultant (FW Cook), verified independence; active shareholder outreach including Wolf’s participation improves responsiveness .
Watch items / RED FLAGS:
- Increase in fixed cash for Chairman role to $255,000 effective Q4 2024 raises guaranteed pay vs. at-risk equity for chair responsibilities; monitor cash/equity mix over time .
- 2024 NEO short-term incentive paid at 105% of target despite adjusted EPS below initial guidance (financial component paid at 83% with significant discretionary individual component uplift); as Compensation Chair, Wolf oversaw this structure—continue monitoring use of discretion and target rigor .
- One-time off-cycle, performance-based retention PSUs granted to CEO/CFO in late 2024 tied to aggressive FY2027 EPS target ($36) and service through 2027; while performance-contingent, such special awards can signal pay escalation risk; committee engaged investors on rationale .
Overall: Board governance under Wolf features strong independence, risk oversight, and ownership alignment. Compensation oversight is performance-focused but includes discretion and special awards; continued scrutiny of target rigor, discretionary judgments, and cash/equity mix will be important for investor confidence .