Stephen Lockhart

About Stephen H. Lockhart

Stephen H. Lockhart, M.D., Ph.D., is an independent director of Molina Healthcare, Inc. (MOH) with deep clinical and healthcare leadership experience, serving on MOH’s Board since 2021. He is a board-certified anesthesiologist, aged 66, with an M.D. and Ph.D. from Cornell University and a Master’s in economics from Oxford University; his prior leadership roles focused on quality, patient safety, research, and education in large health systems . He is designated independent under NYSE rules and MOH’s Corporate Governance Guidelines .

Past Roles

Organization	Role	Tenure	Committees/Impact
Sutter Health Network	Senior Vice President & Chief Medical Officer	2015–2021	Oversight of quality, patient safety, research, education
Sutter Health Network (East Bay Region)	Regional Chief Medical Officer	2010–2015	Regional clinical leadership
CPMC – St. Luke’s campus	Chief Administrative Officer	2008–2010	Administrative leadership
California Pacific Medical Center	Medical Administrative Director of Surgical Services; practicing anesthesiologist	2003–2008; 20-year practice	Surgical services administration; long-term clinical practice
State of California	Governor Brown’s Advisory Committee on Precision Medicine	Appointed 2017	Precision medicine policy advisory

External Roles

Organization	Role	Tenure	Committees/Impact
West Pharmaceutical Services	Director	Since 2022	Board member
NRC Health	Director	Since 2021	Board member
David & Lucile Packard Foundation	Board member	Not disclosed	Philanthropy/governance
Parks California	Chairman	Not disclosed	Nonprofit leadership
ECRI Institute	Board member	2015–2021	Patient safety and quality focus
Recreational Equipment, Inc. (REI)	Board member	2010–2021	Corporate governance

Board Governance

Committee assignments: Compliance & Quality Committee member (not Chair) .
Independence: Board determined all directors other than CEO are independent, including Dr. Lockhart .
Board/committee meetings and attendance: Board met 10 times in 2024; Compliance & Quality met 3 times; each current director attended at least 75% of meetings and nominees attended the 2024 annual meeting .
Executive sessions: Independent directors meet in executive session at regularly scheduled Board meetings; sessions presided over by the independent Board Chair .
Term limits: 12-year term limits for independent directors first elected beginning 2020 .
Stock ownership guideline: Non-executive directors must hold shares valued at least 5x annual cash retainer; all non-employee directors satisfied guidelines as of 12/31/2024 .

Fixed Compensation

Component	Amount/Policy	Notes
Annual cash retainer (Non-employee director)	$125,000	Standard director retainer
Committee membership fee (Compliance & Quality)	$12,500 member; $22,500 chair	Lockhart is a member (not chair)
Meeting/per diem (non-ordinary course)	$1,000 per diem	Excludes educational events
2024 cash actually paid to Lockhart	$137,500	Sum of retainer + committee membership

Performance Compensation

Grant Element	Structure	Grant Dates/Values	Vesting
Annual director equity grant	$220,000 total for 2024–2025 cycle	Granted $55,000 at start of each quarter using closing price: Jan 1 ($361.31), Apr 1 ($404.20), Jul 1 ($292.16), Oct 1 ($341.91)	Restricted stock vests immediately upon grant
Lockhart 2024 stock awards (fair value)	$219,864	Aggregate grant date fair value	Immediate vesting; no options/unvested awards at 12/31/2024

MOH director equity is time-based restricted stock with immediate vesting; no director PSUs or option grants were used in 2024 .

Other Directorships & Interlocks

Company	Sector	Potential Interlock/Conflict
West Pharmaceutical Services	Medical components/devices	No related person transactions disclosed; Board independence affirmed
NRC Health	Patient experience analytics	No related person transactions disclosed; Board independence affirmed

Related person transactions: None in 2024 involving Lockhart; a single related transaction disclosed for another director (employment of Ronna Romney’s son) was ratified by the Board per policy .
Hedging/pledging: Directors are prohibited from pledging or hedging MOH stock; none had pledges; hedging banned for Classified Insiders .

Expertise & Qualifications

Board-certified anesthesiologist; senior clinical leadership across large integrated health systems .
Advanced education: M.D./Ph.D. (Cornell), Master’s in economics (Oxford) .
Health equity and quality focus; led design and implementation of health equity programs .
Governance/Board experience across public and nonprofit entities .

Equity Ownership

Holder	Shares Beneficially Owned	% of Shares Outstanding	Ownership Guideline Status	Options/Unvested Awards	Pledging/Hedging
Stephen H. Lockhart	2,792	<1% (denoted “*”) of 54,699,859 shares outstanding	All non-employee directors met 5x retainer guideline as of 12/31/2024	None; no stock options or unvested awards at 12/31/2024	No pledges; hedging prohibited

Governance Assessment

Strengths: Independent director with deep healthcare quality expertise; member of Compliance & Quality committee overseeing regulatory and quality risks . Board structure features independent Chair, regular executive sessions, and term limits; strong stock ownership guidelines for directors with full compliance . Clawback policy and prohibitions on pledging/hedging enhance alignment and risk control .
Engagement: Board met 10 times in 2024; Compliance & Quality met 3 times; each current director attended at least 75% of meetings; nominees attended the 2024 annual meeting .
Director pay mix: Cash retainer plus quarterly restricted stock grants that vest immediately; aligns directors with shareholders but without performance conditions (not atypical for directors) .
Shareholder signals: Say-on-pay approval at 93% in 2024 indicates broad investor support for MOH’s compensation framework (context for governance environment) .

Red flags: None disclosed specific to Lockhart (no related-party transactions, no pledging, independence affirmed) .