James Woys

About James Woys

James E. Woys (age 66) is Molina Healthcare’s Chief Operating Officer since May 2023, after serving as EVP of Health Plan Services since May 2018; he has 40+ years in healthcare, including CFO/COO and president roles at Health Net (1986–2016). He holds a B.S. from Arizona State University and an MBA from Golden Gate University, and oversees enterprise operations (IT, claims, payment integrity, contact centers, pharmacy, network operations, clinical services) . Company performance during his tenure includes 2024 premium revenue of $38.6B (+19% YoY) and adjusted net income of $1,308M (+8% YoY), with a five-year cumulative TSR where $100 invested grew to $214.50 (Company-selected measure is Adjusted EPS) .

Past Roles

Organization	Role	Years	Strategic Impact
Health Net, Inc.	EVP, CFO, COO; President, Government & Specialty Services	1986–2016	Managed G&A across Medicare, Medicaid, Commercial, DoD/VA; broad operations and financial leadership

Fixed Compensation

Metric (USD)	2022	2023	2024
Base Salary	$800,000	$800,000	$800,000
Target Bonus (% of Base)	100%	100%	100%
Actual Short-Term Bonus Paid	$1,480,000	$1,176,000	$840,000 (105% of target)

Performance Compensation

2024 Short-Term Incentive (STI) Program

Component	Weight	Threshold	Target	Actual	Payout
Adjusted EPS (per diluted share)	70%	$21.15	$23.50	$22.65	83% of component
Individual Performance	30%	—	100%	Discretionary (aligned to CEO goals)	156% of component (capped at 200%)
Total STI Payout	—	—	—	—	105% of target

Notes:

STI targets were set against initial 2024 guidance of at least $23.50 adjusted EPS, equating to $1,366M adjusted net income .
Actual 2024 adjusted net income was $1,308M and adjusted EPS $22.65 .

2024 Long-Term Incentive (LTI) Grants (March 1, 2024)

Award Type	Units Granted	Grant Date Fair Value	Vesting / Performance
Performance Stock Units (PSUs)	6,973	$2,700,015	Vest based on cumulative adjusted EPS for FY2024–2026; cliff vest Mar 1, 2027, 0–200% payout
Restricted Stock Awards (RSAs)	4,649	$1,800,139	Time-vested equally on Mar 1, 2025/2026/2027

Previously Granted PSUs – Settlement

PSU Grant (Target)	Shares Issued on Vesting	Vesting Outcome
6,253 (2022 PSU grant)	9,316 (settled Mar 1, 2025)	149% vesting based on 2022, 2023–2024 adjusted EPS performance

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	64,246 shares; less than 1% of outstanding (54,699,859 shares)
RSAs (non-vested, 12/31/2024)	9,446 shares ($2,749,258 market value at $291.05)
PSUs (unearned, target, 12/31/2024)	20,896 shares ($6,081,781 at $291.05)
Options	None; company did not grant options to NEOs in 2024
Pledging/Hedging	Pledging prohibited; none reported; hedging prohibited for executive officers
Ownership Guidelines	Other NEOs must hold ≥2x base salary; each NEO met guidelines as of 12/31/2024

Scheduled Vesting (James Woys)

Grant Date	2025 Vesting	2026 Vesting	2027 Vesting
RSAs 3/1/2023	1,704 shares (Mar 1, 2025)	1,704 shares (Mar 1, 2026)	—
RSAs 3/1/2024	1,550 shares (Mar 1, 2025)	1,550 shares (Mar 1, 2026)	1,549 shares (Mar 1, 2027)
PSUs 3/1/2023	—	7,670 target shares (subject to performance; Mar 1, 2026)	—
PSUs 3/1/2024	—	—	6,973 target shares (subject to performance; Mar 1, 2027)

Additional 2024 vesting activity: 16,067 shares acquired on vesting (RSAs/PSUs) with $6,221,303 value at $387.21; options none .

Employment Terms

Agreement status: No employment agreement (offer letter); severance equals 12× monthly base salary if terminated without cause .
Change-in-control severance plan (for senior VPs and above): 2× base salary, prorated fiscal-year target bonus, and full vesting of unvested equity; performance awards vest at the greater of target or straight-line projected achievement; COBRA subsidy for up to 18 months .
Clawback policy: Company will recover incentive-based compensation from current/former executive officers for three years preceding an accounting restatement; recovery regardless of misconduct .
Insider trading policy: Prohibits pledging, hedging, short selling, and trading options on Company stock by executive officers .

Performance & Track Record

2024 outcomes: Premium revenue $38.6B (+19% YoY) and adjusted net income $1,308M (+8% YoY) reflecting acquisitions and RFP wins; Florida Medicaid contract commenced (Feb 1, 2025); multiple Medicaid/Medicare procurements in ID, GA, OH, MI, MA, NM, WI, MI (Medicaid), TX (STAR+PLUS), NE, CA .
Pay-versus-performance context: Company-selected primary measure is Adjusted EPS; five-year TSR for $100 investment reached $214.50 vs 2024 peer group TSR $158.26 .

Performance Compensation (Detailed Mechanics)

Metric	Weighting	Target	Actual	Payout	Vesting
Adjusted EPS (2024 STI)	70%	$23.50/share (ANIn $1,366M)	$22.65/share (ANIn $1,308M)	83% of component	Cash paid Feb 2025
Individual Objectives (2024 STI)	30%	Committee discretion	Goals largely achieved	156% of component	Cash paid Feb 2025
PSUs (2024 LTI)	60% of LTI value	Cum. adj. EPS FY2024–2026	In progress	0–200%	Cliff Mar 1, 2027
RSAs (2024 LTI)	40% of LTI value	Time-based	In progress	N/A	1/3 on Mar 1, 2025/26/27

Compensation Structure Analysis

Mix shift: Equity grants increased YoY ($4.50M in 2024 vs $3.50M in 2023 and $3.25M in 2022), while cash bonuses declined with under-target EPS ($0.84M in 2024 vs $1.18M in 2023 vs $1.48M in 2022); base salary flat at $800k, indicating greater emphasis on long-term equity and pay-for-performance .
Program design: Simple metrics, primarily adjusted EPS; PSUs are majority of LTI; no stock options granted; no repricing permitted; ownership and clawback disciplines in place .
Peer benchmarking: FW Cook advised a 16-company peer group (health insurers/providers and medtech), with Woys’ base held flat in 2024, maintaining target compensation aligned to performance levels and peer medians .

Equity Ownership & Alignment (Governance Highlights)

Stock ownership guidelines: Other NEOs must maintain ≥2× salary; all NEOs compliant as of 12/31/2024 .
Anti-pledging/hedging: Both prohibited; none reported among executives .
Director oversight: Independent compensation committee administers programs; seven meetings in 2024; independent consultant FW Cook engaged May 2024 .

Employment Terms (Severance & CoC Economics)

Provision	Key Terms
Severance (no cause)	12× monthly base salary (offer letter)
CoC severance plan	2× base salary; pro-rata target bonus; full vesting; performance awards vest at target or projected; COBRA subsidy up to 18 months

Investment Implications

Alignment: High equity component (PSUs/RSAs) with EPS-based vesting and ownership requirements supports long-term alignment; prohibitions on hedging/pledging reduce governance risk .
Retention risk: Woys lacks a bespoke employment agreement (standard offer letter severance), but CoC plan coverage and multi-year equity vesting create retention hooks; no special off-cycle retention grants (those targeted CEO/CFO) .
Trading signals: Scheduled RSA and PSU vesting across 2025–2027 may correlate with periodic Form 4 activity; 2025 PSU settlement at 149% for prior grants signals strong realized equity compensation tied to performance .
Pay-for-performance: 2024 STI paid at 105% despite EPS below initial guidance (offset by strong individual/strategic achievements), indicating committee discretion; monitor if future discretion trends persist relative to targets .
Macro exposure: Company growth via procurements and acquisitions drove 2024 revenue/earnings; continued execution in Medicaid/Medicare procurements under Woys’ operational oversight is a lever for earnings trajectory and PSU outcomes .