Mark Keim

About Mark Keim

Mark L. Keim, 59, is Molina Healthcare’s Chief Financial Officer (CFO) since February 2021, having joined the company in January 2018 as EVP of Strategic Planning, Corporate Development and Transformation. He holds a Bachelor’s degree from Lehigh University and an MBA from the Tuck School of Business at Dartmouth. Company performance in 2024 included adjusted net income of $1,308 million (adjusted EPS $22.65) and premium revenue of $38.6 billion, up 19% year-over-year; MOH’s five-year total shareholder return since 2019 grew to 214.5 (vs. a 158.3 peer group index) .

Past Roles

Organization	Role	Years	Strategic Impact
Molina Healthcare, Inc.	EVP Strategic Planning, Corporate Development & Transformation	2018–2021	Led portfolio strategy and corporate development prior to CFO appointment .
The Hanover Insurance Group	EVP Corporate Development & Strategy	2016–2018	Senior role driving corporate development and strategy .
HealthReveal	Co‑Founder & CFO	2014–2016	Built and financed a health analytics company .
Aetna	Led major strategic initiatives	2008–2014	Drove major strategic initiatives at a top health insurer .
GE Capital	SVP Strategy & Business Development	1999–2008	Led strategy and business development at a global financial services firm .

External Roles

No public company board roles or external directorships disclosed for Keim in the proxy’s executive officer section .

Fixed Compensation

Multi-year reported compensation (Summary Compensation Table):

Metric	2022	2023	2024
Base Salary ($)	850,000	850,000	850,000
Stock Awards ($)	3,750,045	3,999,944	5,000,043
Non-Equity Incentive (Bonus) ($)	1,572,500	1,249,500	892,500
All Other Compensation ($)	302,429	302,605	303,326
Total ($)	6,474,974	6,402,049	7,045,869

2024 “All Other Compensation” detail:

Component	Amount ($)
Lodging Allowance	250,000
Group Term Life Premiums	4,902
401(k) Matching Contribution	13,800
Liquidated Paid Time-Off	32,692
Other (remote/BYOD stipends, life premiums)	1,932
Total	303,326

Performance Compensation

Annual short-term incentive (cash bonus) design and outcomes for FY2024:

Metric	Weight	Threshold	Target	Max	Actual	Payout Factor
Adjusted EPS (Company)	70%	$21.15	$23.50	$25.85	$22.65	83% of target
Individual Performance (Committee discretion)	30%	—	—	200% cap	Achieved most goals	156% component
Total Payout	—	—	—	—	—	105% of target

Keim’s FY2024 bonus paid: $892,500 (105% of $850,000 target) .

Long-term incentives (granted March 1, 2024):

Award	Units (#)	Grant-Date Fair Value ($)	Performance Metric / Vesting	Vesting Dates
PSUs	7,748	3,000,103	3-year cumulative adjusted EPS (FY2024–FY2026), 0–200% payout	Cliff after performance certification on Mar 1, 2027
RSAs	5,165	1,999,940	Time-based vesting in equal thirds	Mar 1, 2025; Mar 1, 2026; Mar 1, 2027

One-time performance retention PSUs (October 16, 2024):

Award	Units (#)	Condition	Vest Timing	Acceleration Terms
Retention PSUs	53,074	FY2027 adjusted EPS ≥ $36 and continued employment through 12/31/2027	Vests 2/15/2028 (post 2027 results)	Pro-rata vesting on death/disability/termination w/o cause or for good reason; change-in-control treatment at target; full vest if terminated w/o cause/for good reason within 24 months after CIC (subject to release)

Vesting/realization activity:

Shares acquired on vesting during 2024: 21,714; value realized $8,407,878 (RSAs/PSUs) .
2022 PSU award vested at 149% on March 1, 2025; Keim received 10,748 shares .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	59,486 shares (<1% of outstanding) as of March 7, 2025 .
Ownership Guidelines	CFO must hold shares valued at ≥4× base salary; all NEOs met guidelines as of Dec 31, 2024 .
Pledging/Hedging	Prohibited; none of executives/directors had any pledges; hedging and short sales prohibited .
Options	No stock options granted to NEOs in 2024; company did not grant options in 2024 .

Unvested/Unearned equity at FY2024 year-end (Keim):

Award Type	Units (#)	Market/Pay-Out Value ($)
RSAs not yet vested	10,664	3,103,757 (at $291.05/share)
PSUs (unearned at target)	76,801	6,905,743 (at $291.05/share)

Forward vesting schedule:

Grant Date	2025 Vest	Post-2025 Vest
3/1/2023	1,948 RSAs vested 3/1/2025; 8,765 PSUs eligible 3/1/2026 (subject to performance), 1,948 RSAs on 3/1/2026 .
3/1/2024	1,722 RSAs vested 3/1/2025; 7,748 PSUs eligible 3/1/2027 (subject to performance), 1,722 RSAs on 3/1/2026 and 1,721 RSAs on 3/1/2027 .
10/16/2024 (Retention PSUs)	—	53,074 PSUs vest 2/15/2028 (subject to FY2027 EPS and employment) .

Employment Terms

Provision	Terms
Employment Agreement	Keim does not have an employment agreement; covered by offer letter .
Severance (without cause)	12× monthly base salary (i.e., one year of base salary) .
Change-in-Control Severance Plan	2× base salary; prorated target annual bonus; full vesting of all unvested equity; COBRA subsidy for up to 18 months .
Clawback	SEC-compliant clawback covering incentive compensation awarded after Oct 2, 2023 upon material restatement (misconduct not required) .
Insider Trading Policy	Restrictions on pledging, hedging, short-swing/short sales; policy appended to 10-K .

Investment Implications

Pay-for-performance alignment: Annual bonus is 70% tied to adjusted EPS and 30% to strategic/individual goals; long-term equity tilts to PSUs based on multi-year adjusted EPS, supporting linkage to profitability and TSR momentum .
Retention risk mitigated: A substantial one-time retention PSU grant (53,074 target units) requires Keim to remain through 12/31/2027 and hit an aggressive FY2027 EPS target of ≥$36, reducing near-term departure risk but concentrating value in a single metric and date .
Potential insider selling pressure: Scheduled RSA tranches vest each March (2026, 2027) and PSUs certify in 2026 and 2027, creating periodic net-settlement share deliveries; however, pledging/hedging are prohibited and CFO ownership guidelines (≥4× salary) are already met, moderating sell pressure signals .
Equity alignment: Beneficial ownership of 59,486 shares and significant unearned PSU exposure align incentives with long-term adjusted EPS and stock performance; say-on-pay support (93% in 2024) indicates shareholders broadly approve the compensation framework .