Ronna Romney

About Ronna E. Romney

Ronna E. Romney is Vice-Chair of the Board at Molina Healthcare (MOH), a director since 2003 and currently Chair of the Corporate Governance & Nominating Committee and a member of the Compensation Committee . She is 81 years old and holds a B.A. from Oakland University; prior roles include Lead Independent Director (2003–2017) and director of Molina Healthcare of Michigan (1999–2004), with extensive U.S. federal public policy experience and board governance credentials .

Past Roles

External Roles

Board Governance

• Current MOH roles: Vice-Chair of the Board; Chair, Corporate Governance & Nominating Committee; Member, Compensation Committee .
• Committee independence: All CG&N and Compensation members (including Romney) are independent under NYSE standards; Board majority is independent per Governance Guidelines .
• Board leadership: Independent Chairman (Dale B. Wolf); Romney serves as Vice-Chair assisting the Chair; roles are split from CEO .
• Meetings and attendance (2024): Board (10), Audit (9), CG&N (3), Compensation (7), Compliance & Quality (3), Finance (8); each current director attended ≥75% of applicable meetings and the 2024 annual meeting .
• Executive sessions: Independent directors customarily meet in executive session at each regularly scheduled in-person Board meeting (usually four per year) .

Shareholder voting (2025 Annual Meeting):

• Director election (Romney): Votes For 40,038,425; Against 4,742,279; Abstentions 189,214; Broker Non-Votes 1,848,771 .
• Say-on-Pay (advisory): For 18,249,700; Against 26,653,672; Abstentions 66,546; Broker Non-Votes 1,848,771 .

Fixed Compensation

Notes:

• Additional committee fee schedule: Audit Chair $32,500; Audit member $15,000; Compensation Chair $22,500; Compensation member $12,500; CG&N Chair $22,500; CG&N member $12,500; Compliance & Quality Chair $22,500; member $12,500; Finance Chair $22,500; member $15,000 .
• Non-employee Chairman fee moved to $255,000 effective Q4 2024 (context for program design) .

Performance Compensation

Notes:

• Director equity is not tied to performance metrics; awards are full-value restricted stock vesting immediately each quarter .

Other Directorships & Interlocks

Expertise & Qualifications

• Governance and executive compensation expertise; prior Compensation Committee chair experience; extensive government affairs background (presidential commissions; RNC) .
• Honors: NACD Top 100 Directors (2015); WomenInc. Most Influential Corporate Board Directors (2019, 2023) .
• Vice-Chair responsibilities reflect board leadership and governance acumen .

Equity Ownership

Governance Assessment

• Strengths:

  • Longstanding independent leadership: Vice-Chair; prior Lead Independent Director (2003–2017); Chair of Corporate Governance & Nominating Committee; member of Compensation Committee .
  • Formal ownership alignment: 5x cash retainer guideline; all non-employee directors in compliance; no pledging/hedging allowed .
  • Active board practices: regular executive sessions; independent chair structure; strong meeting cadence; Romney met ≥75% attendance threshold (company-wide) and attended 2024 annual meeting .

• Risk indicators and potential red flags:

  • Related-party transaction: Romney’s son employed by MOH with ~$153,000 base salary and a $39,589 2024 bonus; reviewed and ratified under the company’s related person transaction policy (threshold >$120,000) .
  • 2025 Say-on-Pay failed (Against 26.65M vs For 18.25M), signaling investor dissatisfaction with executive pay; as a Compensation Committee member, heightened scrutiny of the committee’s responsiveness is likely .
  • Director election support: Romney received 40.0M For vs 4.74M Against; while elected, opposition magnitude is a sentiment datum for engagement focus .

• Structural safeguards:

  • Director equity capped at $750,000 total value (incl. fees) per year; no option repricing; no “liberal” CIC or single-trigger vesting; dividend restrictions on unvested awards per 2025 Plan governance highlights .
  • Independent compensation consultant (FW Cook) engaged, with independence affirmed .

Overall implication for investors: Romney brings deep governance and public policy expertise and continuity in board leadership, with clear alignment mechanisms (ownership guidelines, prohibitions on pledging/hedging). The related-party employment of her son is a monitored and ratified exception under policy, and the failed 2025 Say-on-Pay increases the onus on the Compensation Committee (of which she is a member) to demonstrate responsiveness to shareholder feedback in the next CD&A and program design .