Richard Schapiro - Director | MOLINA HEALTHCARE (MOH) Executive Profile & Compensation

About Richard M. Schapiro

Independent director of Molina Healthcare, Inc. since 2015; age 69. JD/MBA with 35+ years in investment and corporate banking (Salomon Brothers; ING Baring Furman Selz; Bank of America Merrill Lynch), and CEO of SchapiroCo LLC (since 2015). Recognized NACD Board Leadership Fellow; completed NACD/Carnegie Mellon cybersecurity course; named to NACD Directorship 100 in 2018. Education: BS Accounting (Case Western Reserve, 1977), MBA (Baruch College, 1980), JD (New York Law School, 1980) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bank of America Merrill Lynch; ING Baring Furman Selz; Salomon Brothers	Investment/Corporate Banker covering healthcare and financial services	35+ years (retired 2014)	Led finance, M&A, capital markets advisory; advised Molina on 2003 IPO and follow-on offering, providing historical perspective on capital strategy
SchapiroCo LLC	Chief Executive Officer	Apr 2015–present	Strategic advisory; capital markets expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Transamerica Corporation (Aegon NV subsidiary)	Independent Director; Compensation Committee Chair; Audit Committee Member	Director since Jan 2017 (Comp Chair since Nov 2018)	Oversees executive pay and audit matters; adds compensation governance and financial oversight experience
Transamerica Financial Life Insurance Company	Independent Director	Apr 2015–Jan 2017	Insurance industry governance exposure

Board Governance

Committee assignments: Audit Committee member; Finance Committee Chair .
Independence: Board determined all directors other than the CEO are independent under NYSE and company guidelines .
Attendance: Board met 10 times in 2024; Audit (9), Finance (8); each current director attended at least 75% of meetings of the Board and committees on which they served; all directors attended the 2024 annual meeting .
Skills matrix: Finance/Capital Markets and Public Company Governance; Regulatory/Public Policy; Corporate Responsibility; Technology/Cybersecurity reflected for the Board (Schapiro’s skills listed as significant experience in finance, acquisitions, restructuring, and compensation governance) .

Fixed Compensation

Component	Amount (USD)	Notes
Annual Board Cash Retainer	$125,000	Standard non-executive director fee
Audit Committee Member Fee	$15,000	Annual cash fee per member
Finance Committee Chair Fee	$22,500	Annual cash fee for chair
Total Cash Fees (2024)	$162,500	Per 2024 Director Compensation table

Performance Compensation

Element	Structure	Metrics/Terms
Equity grants (Director)	$220,000 annual, delivered as $55,000 restricted stock each quarter; vests immediately	Not performance-based for directors; quarterly grant date prices used to compute shares: Jan 1 $361.31; Apr 1 $404.20; Jul 1 $292.16; Oct 1 $341.91; total grant-date fair value recognized in 2024: $219,864

No options or unvested stock awards were outstanding for non-employee directors at year-end 2024 .

Other Directorships & Interlocks

Company	Sector	Role	Potential Interlock/Conflict Note
Transamerica Corporation	Insurance/Financial Services	Independent Director; Comp Chair; Audit Member	No related-party transactions disclosed at Molina; Compensation Committee interlocks: none reported for 2024
Transamerica Financial Life Insurance Company (prior)	Insurance	Independent Director	Historical role; no current interlock

Expertise & Qualifications

Capital markets, M&A, restructuring, and healthcare/financial services advisory experience; adds value on capital structure, financing, and transaction oversight .
Compensation governance experience as chair at Transamerica; prior Molina Compensation Committee chair experience noted .
Cybersecurity awareness via NACD/Carnegie Mellon coursework; Board recognizes Audit’s oversight of cybersecurity risk where he serves as member .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Richard M. Schapiro	11,745	<1%	Beneficial ownership as of Mar 7, 2025; company had 54,699,859 shares outstanding
Stock Ownership Guideline Compliance	—	—	Directors must hold ≥5x annual cash retainer within five years; all non-employee directors satisfied guidelines as of Dec 31, 2024
Pledging/Hedging	—	—	Company prohibits pledging and hedging by directors; no pledges by directors

Compensation Mix (2024)

Type	Amount (USD)	Mix
Cash Fees	$162,500	42.5% (derived from disclosed totals)
Equity (RSAs, grant-date fair value)	$219,864	57.5% (derived from disclosed totals)
Total	$382,364	100%

Governance Assessment

Board effectiveness: Finance Committee chaired by Schapiro supports capital allocation discipline; Audit membership enhances financial reporting and cybersecurity oversight. Independence affirmed; attendance thresholds met; director equity ownership guidelines met; no pledging/hedging—a positive alignment signal .
Conflicts/related-party transactions: None disclosed involving Schapiro; Compensation Committee interlocks: none in 2024; only related-person item disclosed pertains to another director (Romney’s son’s employment, ratified by Board) .
Director compensation: Balanced cash/equity mix with immediate vesting RSAs; market-standard committee fees; no option repricing or excise tax gross-ups for directors; equity plan includes director limits—shareholder-friendly practices .
Signals: Longstanding capital markets expertise and past advisory role on Molina’s IPO add institutional memory; current independence determined; overall governance practices include majority-independent board, independent chair, director stock ownership requirements, and prohibition on hedging/pledging—favorable for investor confidence .
RED FLAGS: None apparent for Schapiro. No legal proceedings; no related-party transactions; no pledging/hedging; attendance ≥75%. Note: Board has instituted 12-year term limits for independent directors elected for the first time beginning in 2020 to support refreshment; Schapiro’s tenure since 2015 underscores the Board’s stated balance of continuity and refreshment across director tenures .