Debra Bacon

About Debra Bacon

Debra J. Bacon, 58, serves as Executive Vice President, Medicaid at Molina Healthcare (MOH). She has overseen enterprise-wide Medicaid operations since October 2023 and was appointed an executive officer in January 2024. Prior roles include senior leadership at CVS/Aetna Medicaid from 2007–2021 (Medicaid COO, regional VP, Medicaid CFO), following earlier finance leadership. She holds a BS in Business Administration (Accounting emphasis) and a Master’s in Accountancy from the University of Nebraska–Lincoln . Company performance context: 2024 adjusted net income was $1,308M and adjusted EPS $22.65, with premium revenue of $38.6B, up 19% year-over-year . Pay-versus-performance shows strong TSR since 2019 (value of a $100 investment = $214.50 in 2024) and sustained adjusted EPS growth .

Past Roles

Organization	Role	Years	Strategic Impact
CVS/Aetna Medicaid	Vice President, Medicaid COO	2020–2021	Led enterprise Medicaid operations for performance, cost control, and growth
CVS/Aetna Medicaid	Regional Vice President	2018–2020	Drove regional execution across Medicaid programs, growth and service quality
CVS/Aetna Medicaid	Vice President, Medicaid CFO	2014–2018	Financial leadership enabling disciplined growth and margin management
CVS/Aetna Medicaid	Executive Director, Regional CFO	2007–2014	Built financial rigor and analytics across regions; supported scaling

External Roles

None disclosed in company filings for Bacon .

Fixed Compensation

Component	2024	Notes
Base Salary	$675,000	Set by Compensation Committee, unchanged vs 2023
All Other Compensation	$47,831	Group term life $4,902; 401(k) match $13,800; PTO liquidation $25,962; other stipends $3,167
Deferred Compensation	$21,029 employee contribution; $45,102 aggregate balance	Under MOH’s non-qualified plan
Perquisites	Limited	Company emphasizes limited perqs; details above

Performance Compensation

Short-term incentive design: 70% based on adjusted net income per diluted share and 30% on individual performance; 200% cap. For 2024, payout factor approved at 105% of target for all NEOs .
Long-term incentives: 60% PSUs linked to cumulative adjusted EPS for 2024–2026 (0–200% payout, vest 3/1/2027), and 40% time-vested RSAs over three years .

2024 Short-Term Incentive (Cash)

Metric	Weight	Target	Actual	Payout Factor
Adjusted net income per diluted share	70%	$23.50	$22.65	83% (financial component)
Individual performance	30%	Committee discretion	Achieved most objectives	156% of the 200% maximum (individual component)
Total STI payout	—	100% of target	—	105% of target (Bacon bonus paid $708,750)

2024 Long-Term Incentive Grants

Award Type	Grant Date	Shares/Units	Grant Date Fair Value ($)	Vesting
PSUs (cumulative adjusted EPS for FY24–FY26)	3/1/2024	3,409	1,319,999	Vest on 3/1/2027, 0–200% based on performance
RSAs (time vest)	3/1/2024	2,273	880,128	1/3 on 3/1/2025; 1/3 on 3/1/2026; 1/3 on 3/1/2027

Prior PSU Outcomes (for context)

Grant	Metric	Outcome	Shares Issued to Bacon
2022 PSU program	Avg adjusted EPS over FY2022 and FY2023–FY2024 intervals	149% vesting achieved	6,605 shares (settled 3/1/2025)

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	13,026 MOH shares as of March 7, 2025 (<1% outstanding)
Unvested RSAs (12/31/2024)	5,299 shares; market value $1,542,274 at $291.05
Unearned PSUs (12/31/2024)	10,963 units; market value $3,190,781 at target, priced at $291.05
Ownership Guidelines	Other NEOs must hold ≥2× salary; all NEOs met guidelines as of 12/31/2024
Pledging/Hedging	Pledging prohibited; none outstanding; hedging prohibited for insiders

Upcoming Vesting (Selling Pressure Monitor)

Grant Date	2025	Post-2025 Vesting Schedule
3/1/2024 RSAs	758 RSAs vested 3/1/2025	758 RSAs vest 3/1/2026; 757 RSAs vest 3/1/2027
7/1/2023 RSAs	530 RSAs vest 7/1/2025	529 RSAs vest 7/1/2026
3/1/2023 RSAs	245 RSAs vested 3/1/2025	245 RSAs vest 3/1/2026
PSUs	3/1/2027 (FY24–FY26 cumulative EPS), if targets met	—

Employment Terms

Employment Agreement: None; offer letter provides severance equal to 12 months of base salary if terminated without cause .
Change-in-Control (double trigger): Under MOH’s amended CiC severance plan, SVP+ receive 2× base salary, pro-rated target bonus, and full vesting of unvested equity upon termination within two years following a change in control; health benefit subsidy up to 18 months . MOH compensation best practices explicitly endorse double-trigger structures .
Potential Payments (12/31/2024 hypothetical): Involuntary termination (not for cause) → $675,000 cash severance. CiC termination → $2,025,000 cash, $2,406,624 stock awards vesting, $24,305 health benefits; total $4,455,929 .
Clawback: Company recovers incentive-based compensation from current/former executive officers upon certain accounting restatements (3-year lookback; policy effective for awards after Oct 2, 2023) .

Compensation Structure Analysis

Mix emphasizes at-risk pay: 2024 STI tied primarily to adjusted EPS; LTI 60% PSUs tied to multi-year adjusted EPS; no stock options granted in 2024 .
Governance safeguards: No option repricing without shareholder approval; hedging/pledging prohibited; excise tax gross-ups not provided .
Peer benchmarking: FW Cook advised in 2024; peer group included ELV, HUM, CNC, CI, HCA, UHS, DGX, LH, BDX, BSX, MET, PRU, AFL, DVA, CYH, BSX; peer group refreshed vs 2023 .

Say-on-Pay & Shareholder Feedback

2024 Say-on-Pay approval: 93% of votes cast approved MOH’s executive compensation (excluding broker non-votes), reinforcing pay-for-performance design .
Engagement: MOH contacted holders of ~74% of outstanding shares and held discussions with investors representing ~20% of shares; discussed certain one-time CEO/CFO performance PSU grants in late 2024 .

Company Performance Context

Metric	FY 2021	FY 2022	FY 2023	FY 2024
Revenues ($, billions)	26.897*	31.032*	32.933*	39.080*
EBITDA ($, billions)	1.110*	1.503*	1.727*	1.825*

Metric	Q4 2024	Q1 2025	Q2 2025	Q3 2025
Revenues ($, billions)	10.094*	10.736*	10.974*	10.949*
EBITDA ($, billions)	0.426*	0.483*	0.431*	0.182*

Values retrieved from S&P Global.*

Investment Implications

Pay-for-performance alignment: Bacon’s incentives are directly linked to adjusted EPS (annual and multi-year), aligning her execution of Medicaid operations with long-term shareholder value creation targets .
Retention and supply overhang: Multi-year RSAs and PSUs create staggered vesting through 2027; upcoming RSA tranches (July/March vesting) could contribute to periodic selling pressure; pledging is prohibited and hedging restricted, mitigating misalignment risks .
Downside protections and governance: Severance is modest (1× salary without cause), while CiC economics are double-trigger with standardized equity acceleration—balanced retention without excessive guarantees; clawback policy strengthens accountability .
Execution risk: Medicaid growth and margin sustainability drive core outcomes for Bacon’s remit; MOH’s 2024 results show robust adjusted EPS and premium growth, but future PSU outcomes hinge on delivering cumulative adjusted EPS through FY2026 .