Leo Grohowski

About Leo P. Grohowski

Leo P. Grohowski (age 66) is a 2025 director nominee at Molina Healthcare, Inc. and an independent candidate under NYSE listing standards. He brings over 40 years of investment leadership, including CIO roles at BNY Mellon Wealth Management (2007–2023), U.S. Trust/Bank of America (2005–2007), and Deutsche Bank (1999–2005). He holds an MBA in Finance from New York University and a BA in Economics (magna cum laude) from Drew University .

Past Roles

Organization	Role	Tenure	Committees/Impact
BNY Mellon Wealth Management	Chief Investment Officer	2007–2023	Led investment strategy and management functions; broad risk management expertise
Mellon Hedge Advisors, LLC	President	2010–2023	Oversaw hedge advisory platform
Mellon Global Investing Corp.	President	2010–2023	Led global investing operations
U.S. Trust, Bank of America	Chief Investment Officer	2005–2007	CIO for private banking investments
Deutsche Bank Americas	Chief Investment Officer	2002–2005	Led investment functions for Americas
Deutsche Bank Private Banking	Chief Investment Officer	1999–2002	Directed private banking investment strategy

External Roles

Organization	Role	Tenure	Committees/Impact
Not disclosed	—	—	No public company directorships disclosed for Mr. Grohowski in MOH’s proxy

Board Governance

Independence: All directors except the CEO are independent; Grohowski is nominated as an independent director .
Board refresh: 12-year term limits for independent directors (adopted in 2020); Grohowski nominated to enhance mix of tenure and skills .
Committee composition: Audit, Compensation, and Corporate Governance & Nominating committees are fully independent; Grohowski not yet listed on any committee in the 2025 proxy (assignments typically made post-election) .
Executive sessions: Independent directors meet without management regularly; independent chair structure in place (Dale B. Wolf) .
Attendance: In 2024, each current director attended at least 75% of Board/committee meetings and the 2024 annual meeting; Grohowski was not yet on the Board .
Risk oversight: Audit (ERM/cyber/data security), Compliance & Quality, Compensation, Corporate Governance & Nominating, and Finance committees have defined risk mandates .

2024 Meetings	Count
Board of Directors	10
Audit Committee	9
Compensation Committee	7
Corporate Governance & Nominating Committee	3
Compliance & Quality Committee	3
Finance Committee	8

Fixed Compensation

Component	Amount
Annual cash retainer (non-employee director)	$125,000
Non-executive Chairman additional fee	$255,000 (raised from $175,000 in Q4 2024)
Vice-Chair additional fee	$30,000
Audit Chair	$32,500
Audit member	$15,000
Compensation Chair	$22,500
Compensation member	$12,500
Corporate Governance & Nominating Chair	$22,500
Corporate Governance & Nominating member	$12,500
Compliance & Quality Chair	$22,500
Compliance & Quality member	$12,500
Finance Chair	$22,500
Finance member	$15,000
Per diem for non-ordinary course activity	$1,000

Note: Grohowski’s 2025 compensation will follow MOH’s director program; specific 2025 amounts for him were not disclosed in the proxy .

Performance Compensation

Equity Grant Schedule (2024 program for non-employee directors)	Grant date closing price	Grant value per quarter	Annual total
Restricted stock awards, quarterly (vest immediately)	Jan 1, 2024: $361.31	$55,000	$220,000
	Apr 1, 2024: $404.20	$55,000
	Jul 1, 2024: $292.16	$55,000
	Oct 1, 2024: $341.91	$55,000

MOH did not grant stock options to directors and uses immediate-vesting RSAs to align with long-term interests; equity awards are not tied to performance metrics for directors .

Other Directorships & Interlocks

No current public company boards for Grohowski disclosed in the MOH proxy; no interlocks with competitors/suppliers/customers noted .

Expertise & Qualifications

Extensive investment, financial, and risk management expertise from multi-decade CIO roles at major financial institutions .
Education: MBA (Finance), New York University; BA (Economics, magna cum laude), Drew University .
Board skills matrix highlights his Finance/Capital Markets and Executive Leadership strengths .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Shares Outstanding (as of Mar 7, 2025)
Leo P. Grohowski	0	<1%	54,699,859

Director stock ownership guidelines: Non-executive directors must hold shares equal to at least 5x the annual cash retainer within five years; directors must retain at least 50% of net-settled shares until compliant .
Hedging and pledging of MOH stock are prohibited for directors; MOH has a clawback policy covering incentive compensation .
As of Dec 31, 2024, all non-employee directors met ownership guidelines; Grohowski was not yet a director at that time .

Governance Assessment

Independence and refreshment: Grohowski strengthens Board refresh with deep capital markets and risk expertise; independence affirmed under NYSE standards .
Compensation alignment: Director cash/equity mix is standard; quarterly RSAs immediately vest and are sized to $220,000 annually, supporting alignment but without performance gates for directors .
Ownership alignment: As a new nominee, beneficial ownership was 0 shares at record date; guidelines require building ownership to 5x retainer within five years—a key alignment milestone to track .
Engagement/attendance context: Board and committees met frequently in 2024 with strong attendance among incumbents; Grohowski’s attendance will be assessable post-election .
Conflicts/related parties: No related-person transactions involving Grohowski disclosed; single related transaction noted pertains to another director’s family member and was ratified under policy .

RED FLAGS and Watch Items:

Zero ownership at nomination is common for new directors but warrants monitoring for timely compliance with the 5x retainer guideline (five-year window) .
Director equity grants lack performance conditions; while typical for directors, investors may favor evidence of ownership accumulation over time for stronger alignment .

Signals of investor confidence:

Say-on-pay support was 93% at the 2024 annual meeting, indicating broad shareholder approval of MOH’s pay practices and governance framework .