Richard Zoretic

About Richard C. Zoretic

Independent director since 2018; age 66. Former senior executive at WellPoint/Anthem and Amerigroup with 30+ years in healthcare operations; B.S. in Finance from Pennsylvania State University. Current MOH board committees: Audit; Compliance & Quality . The Board affirms independence for all non-CEO directors under NYSE rules and MOH guidelines .

Past Roles

Organization	Role	Tenure	Committees/Impact
WellPoint, Inc. (Anthem)	EVP; President, Government Business Division	2013–2014	Senior leadership in Medicaid/Medicare operations
Amerigroup Corporation	COO; EVP Health Plan Ops & Healthcare Delivery; CMO	2003–2012	Operations leadership across government programs
UnitedHealth Group	President, Commercial Middle Market; SVP Mid-Atlantic Ops; SVP Corporate Sales & Marketing	1994–2000	Commercial operations and regional leadership
Deloitte Consulting (Healthcare Practice)	Management Consultant	2001–2003	Strategy and performance improvement in healthcare
Workscape, Inc. (iSolutions)	EVP	2000–2001	Tech/solutions leadership

External Roles

Organization	Role	Tenure	Notes
InnovAge Holding Corp.	Director	Since 2021	Healthcare delivery platform (PACE)
Aveanna Healthcare	Director	Since 2017	Pediatric home health provider
Babel Health	Former Director	2018–2022	Risk adjustment software
Kepro	Former Director	2018–2022	Medical management/cost containment
Landmark Health	Former Director	2014–2018	In-home care for complex patients
HealthSun Health Plans	Former Director	2016–2017	Medicare Advantage plans
Eastern Virginia Medical School	Former Director	2011–2014	Academic medical governance

Board Governance

Committees: Audit (member; financially literate); Compliance & Quality (member) .
Chair roles: None (Audit chaired by S. Orlando; Compliance & Quality chaired by D. Cooperman) .
Independence: Board deems all non-CEO directors independent per NYSE and MOH guidelines .
Attendance and engagement: Board met 10x in 2024; Audit 9x; Compensation 7x; Compliance & Quality 3x; Finance 8x; each director attended ≥75% of Board and committee meetings; directors attend annual meetings; regular executive sessions of independent directors at in-person Board meetings .
Skills: Senior leadership in healthcare operations; enterprise risk experience; finance/capital markets exposure; public company governance experience .

Fixed Compensation

Component (2024)	Amount ($)	Detail
Annual cash retainer	125,000	Non-employee director retainer
Audit Committee – member	15,000	Member cash fee
Compliance & Quality – member	12,500	Member cash fee
Total cash fees (Zoretic)	152,500	As reported in director compensation table
Per diem (policy)	1,000	Per non-ordinary course Board/committee activity (program element)

Performance Compensation

Equity Award Structure	Grant Cadence	Grant Date Price Inputs	Vesting	2024 Amount ($)
Restricted stock (non-employee director program)	Quarterly, $55,000 per quarter (total $220,000/year)	Jan 1: $361.31; Apr 1: $404.20; Jul 1: $292.16; Oct 1: $341.91	Vests immediately on grant	219,864 (aggregate grant-date fair value for Zoretic)
Performance metrics tied to director equity	Not applicable	—	Equity is time-based; no performance conditions	—

Other Directorships & Interlocks

Company	Relationship to MOH	Interlock/Conflict Notes
InnovAge Holding Corp.; Aveanna Healthcare	Healthcare service providers	No related person transactions disclosed involving Zoretic; MOH’s Corporate Governance & Nominating Committee reviews potential conflicts; Board affirms independence .

Expertise & Qualifications

30+ years in healthcare operations across payers and providers; senior roles at WellPoint/Anthem, Amerigroup, UnitedHealth .
Skills matrix flags executive leadership, insurance/healthcare industry knowledge, finance/capital markets familiarity, regulatory/public policy awareness, public company governance .
Education: B.S. in Finance, Pennsylvania State University .

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Ownership Guidelines Compliance	Hedging/Pledging Status
Richard C. Zoretic	6,997	<1%	MOH requires directors to hold ≥5x annual cash retainer; each non-employee director met guidelines as of 12/31/2024	Hedging and pledging prohibited; none of the directors or executive officers had any pledge .

Governance Assessment

Strengths: Independent director; dual committee service spanning Audit and Compliance & Quality; financially literate; regular attendance; stock ownership guideline compliance; robust anti-hedging/anti-pledging policy .
Compensation alignment: Director equity grants are time-based restricted stock that vest immediately; equity awards exceed cash retainer in value (program total $220k vs cash $152.5k), which supports alignment but lacks performance conditions; options are not granted to directors .
Conflicts/related parties: No related person transactions disclosed for Zoretic; MOH policy requires annual questionnaires and Board/committee review and ratification of any related person transactions .
Shareholder signals: 2025 Say-on-Pay did not receive majority support (Against 26,653,672 vs For 18,249,700), while 2024 passed (For 46,266,687 vs Against 3,277,670); this deterioration in support is a governance climate risk to monitor ahead of compensation program changes and director oversight of pay .

Shareholder Vote Outcomes (context)

Proposal	2024 For	2024 Against	2025 For	2025 Against
Advisory Say-on-Pay	46,266,687	3,277,670	18,249,700	26,653,672
2025 Equity Incentive Plan	—	—	43,316,332	1,641,319
Director – Zoretic	49,246,032	300,566	44,852,360	105,734

Committee Structure Snapshot (2024)

Committee	Chair	Members
Audit	Steven J. Orlando	Brasier; Schapiro; Zoretic
Compliance & Quality	Daniel Cooperman	Lockhart; Zoretic

RED FLAGS: 2025 Say-on-Pay failure indicates investor dissatisfaction with executive pay; Audit and Compliance committee participation by Zoretic positions him for remediation oversight, but director equity lacks performance metrics (time-based, immediate vesting). No pledging/hedging and no Zoretic-related party transactions disclosed, mitigating alignment and conflict risks .