Jeff Barlow

About Jeff Barlow

Jeff D. Barlow (age 62) serves as Chief Legal Officer and Corporate Secretary of Molina Healthcare (MOH) and has held this role since 2010; he previously served as Vice President, Assistant Corporate Secretary, and Associate General Counsel from 2004–2010. He leads overall legal strategy across securities law, corporate governance, M&A, and litigation. Education: BA, University of Utah (1987, minor in Latin); JD, University of Pittsburgh School of Law (1990, cum laude); MPH, University of California, Berkeley (1995) . Short‑term incentives for 2024 were tied 70% to adjusted EPS above guidance and 30% to individual performance; company adjusted net income was $1,308 and adjusted EPS was $22.65 for 2024, framing the pay‑for‑performance context .

Past Roles

Organization	Role	Years	Strategic Impact
Molina Healthcare	Vice President; Assistant Corporate Secretary; Associate General Counsel	2004–2010	Legal counsel across federal securities laws, corporate governance, M&A, and litigation; progression to CLO

External Roles

No external board or public company directorships disclosed in the proxy .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	685,000	685,000	685,000
Stock Awards ($, grant date fair value)	2,749,846	3,000,026	3,199,903
Non‑Equity Incentive Plan Compensation ($)	1,267,250	1,006,950	719,250
Change in Nonqualified Deferred Comp Earnings ($)	—	147,009	175,178
All Other Compensation ($)	47,349	50,117	50,837
Total Compensation ($)	4,749,445	4,889,102	4,830,168

Performance Compensation

Short‑Term Incentive (STI) – 2024

Component	Weighting	Target	Actual/Payout	Vesting
Adjusted net income per diluted share	70%	Above FY2024 earnings guidance	105% of target; $719,250 cash paid	Annual cash (FY 2024)
Individual performance	30%	Compensation committee evaluation	Included in 105% payout	Annual cash (FY 2024)

STI program design unchanged from 2018, reflecting favorable say‑on‑pay outcomes; targets set via rigorous process and peer benchmarks .

Long‑Term Incentive (LTI) – Grants in 2024

Grant Type	Grant Date	Shares (Target)	Grant Date Fair Value ($)	Performance Metric	Vesting Schedule
PSUs	Mar 1, 2024	4,958	1,919,787	3‑year cumulative adjusted EPS (FY 2024–2026); 0–200% payout	Vest March 1, 2027, subject to continued service
RSAs	Mar 1, 2024	3,306	1,280,116	Time‑based (no performance condition)	Equal tranches vest Mar 1, 2025/2026/2027, subject to employment

Annual equity grant practice: March 1; no stock options or option‑like instruments granted to NEOs in 2024 .
2024 vesting realized: 15,610 shares vested; $6,044,348 value realized (reflects RSAs and PSUs where applicable) .

Equity Ownership & Alignment

Ownership Metric	Detail
Beneficially owned shares (as of Mar 7, 2025)	72,817; less than 1% of outstanding shares (54,699,859)
Stock ownership guideline (other NEOs)	2× annual base salary; retain at least 50% of net‑settled shares until guideline met
Compliance status	Each NEO satisfied guidelines as of Dec 31, 2024
Pledging	Prohibited; none of directors or executive officers had any pledged shares
Hedging	Prohibited for directors and executive officers
2024 vesting activity	15,610 shares vested; $6,044,348 value realized

Employment Terms

Provision	Key Terms
Employment agreement	Continues until termination by company or resignation; applies to Barlow and CEO only
Without cause / good reason (non‑CIC)	1× base salary; prorated “termination bonus” (100% of base salary); $50,000 cash for health/welfare; accelerated vesting of time‑based equity; 12‑month non‑solicitation; confidentiality and non‑disparagement
Change‑in‑control (double‑trigger)	If terminated without cause or for good reason within 12 months of a CIC: 2× base salary; pro‑rata portion of target bonus (target = 100% of base); full vesting of all unvested equity and 401(k) employer contributions; $50,000 health benefits; option/SAR exercise period extended to earlier of 1 year post‑termination or expiration
CIC plan design	Company policies provide double‑trigger vesting in agreements and CIC severance plan
Clawback policy	Mandatory recovery of incentive‑based comp upon restatement covering the prior 3 years (for comp after Oct 2, 2023), regardless of misconduct
Excise tax gross‑ups	Company policy: no excise tax gross‑ups
Section 280G/4999 mitigation	2025 Equity Plan permits participant election to reduce vesting acceleration to avoid “excess parachute payment” excise taxes; Company bears accountant fees for determinations

Potential Payments upon Termination (as of Dec 31, 2024)

Component	Involuntary Not for Cause	Change‑in‑Control (Involuntary / Good Reason)	Death
Cash Severance ($)	1,370,000	2,055,000	—
Stock Awards ($)	2,154,643	7,595,053	—
Health Benefits ($)	50,000	50,000	—
Life Insurance ($)	—	—	1,000,000
Total Value ($)	3,574,643	9,700,053	1,000,000

Compensation Committee Analysis

Compensation Committee members: Dale B. Wolf (Chair), Barbara L. Brasier, Ronna E. Romney; all NYSE‑independent, non‑employee directors; charter posted publicly .
Best practices: rigorous target setting; double‑trigger CIC; clawback; independent compensation consultant; limited perqs; no excise tax gross‑ups; no option repricing without stockholder approval; hedging/pledging prohibited .

Investment Implications

Pay‑for‑performance alignment: Barlow’s STI and LTI are anchored to adjusted EPS (70% of STI; PSUs tied to 3‑year cumulative adjusted EPS), supporting economic alignment with earnings expansion; 2024 STI paid at 105% of target alongside strong adjusted EPS, indicating formulaic linkage .
Vesting and potential selling pressure: Annual RSA vesting on March 1 for three years plus PSUs vesting Mar 1, 2027 create predictable events; 2024 vesting realized $6.0M, suggesting ongoing tax/settlement‑related flows around those dates .
Ownership and retention: Beneficial ownership <1% but compliance with 2× salary stock ownership guidelines and anti‑pledging/hedging policies supports alignment; severance terms (1× standard; 2× CIC double‑trigger) and 12‑month non‑solicit provide moderate retention/transition protection .
Change‑in‑control mechanics: Full vesting upon double‑trigger termination plus Section 280G/4999 mitigation could amplify equity realization in a deal scenario; monitor CIC probability and potential PSU payout outcomes through FY 2026–2027 .
Governance risk controls: Robust clawback, no tax gross‑ups, no option repricing, and prohibitions on pledging/hedging reduce agency risks and misalignment concerns .

Note: Attempted to fetch Form 4 insider transactions/ownership via the insider‑trades skill for “Jeff Barlow” covering 2024–2025, but access was unauthorized; analysis relies on latest proxy disclosures. Continuous monitoring of Form 4s is recommended to assess near‑term selling/trading signals.