Steven Orlando
MOLINA HEALTHCAREAbout Steven J. Orlando
Independent director with over 40 years in corporate finance and accounting; founder of Orlando Company (financial management and business consulting) since 2000; former CFO across multiple companies (1978–2000) and CPA at Coopers & Lybrand (1974–1977). Age 73; director since 2005; B.S. in Accounting (California State University, Sacramento); CPA (inactive). Current committee roles: Audit (Chair & Financial Expert), Corporate Governance & Nominating, and Finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orlando Company | Founder | 2000–present | Financial management and business consulting practice |
| Various companies | Chief Financial Officer | 1978–2000 | Corporate finance leadership |
| Coopers & Lybrand CPAs | Certified Public Accountant | 1974–1977 | Audit experience and accounting rigor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Sacramento Bancorp | Director; Audit Committee Chair | Jan 2009–Jan 2015 | Audit leadership |
| Pacific Crest Capital, Inc. (Nasdaq-listed) | Audit Committee Chair | 1995–2004 | Public company audit oversight |
Board Governance
| Topic | Details |
|---|---|
| Committee assignments | Audit (Chair; financial expert), Corporate Governance & Nominating (member), Finance (member) |
| Independence | All directors except CEO are independent; Audit Committee members are independent under NYSE rules; Orlando qualifies as an “audit committee financial expert” |
| Meetings (2024) | Board 10; Audit 9; Corporate Governance & Nominating 3; Compensation 7; Compliance & Quality 3; Finance 8 |
| Attendance | Each current director attended at least 75% of Board and applicable committee meetings; all directors attended the May 1, 2024 annual meeting |
| Executive sessions | Independent directors customarily meet in executive session at each in-person regular Board meeting (usually four per year) |
| Risk oversight | Audit oversees enterprise risk management, cybersecurity/data security, financial risk; Corporate Governance oversees independence and conflicts, related person transactions; Finance oversees capital structure, credit, liquidity, operations |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $125,000 | Standard cash retainer |
| Audit Committee Chair fee | $32,500 | Additional annual cash fee |
| Corporate Governance & Nominating Committee member fee | $12,500 | Additional annual cash fee |
| Finance Committee member fee | $15,000 | Additional annual cash fee |
| Per diem (non-ordinary course activity) | $1,000 | For non-ordinary Board/committee activity; excludes educational events |
| Orlando—Fees earned (2024) | $185,000 | Sum aligns with retainer + committee roles above |
Performance Compensation
| Component | Value/Terms | Vesting/Metrics |
|---|---|---|
| Annual director equity award (RS) | $220,000 total; $55,000 per quarter | Granted first day of each quarter; vests immediately; based on closing price; no performance metrics disclosed |
| Orlando—Stock awards (2024, grant date fair value) | $219,864 | Aggregated fair value of four RS grants |
| 2024 grant dates and closing prices (used for share calc) | Jan 1: $361.31; Apr 1: $404.20; Jul 1: $292.16; Oct 1: $341.91 | Number of shares derived from these prices; awards may be rounded for fractional shares |
| Options/unvested stock (as of 12/31/2024) | None | No stock options or unvested stock awards held by non-employee directors |
| Plan limits/dividends (2025 Plan) | Non-employee director comp cap $750,000 (cash + grant-date FV of awards); dividend equivalents on full-value awards vest only if the underlying award vests |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Greater Sacramento Bancorp | Director; Audit Chair (2009–2015) | Prior public company board; audit oversight experience |
| Pacific Crest Capital, Inc. | Audit Chair (1995–2004) | Prior Nasdaq-listed company; audit oversight experience |
Expertise & Qualifications
- Extensive corporate finance and accounting background; former CFO across multiple companies .
- CPA (inactive) and chair of Audit Committee; designated audit committee financial expert .
- Governance experience across multiple boards; member of Corporate Governance & Nominating and Finance Committees .
- Long-standing board tenure provides historical context and continuity .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Composition/Notes |
|---|---|---|---|
| Steven J. Orlando | 18,875 | <1% | 17,375 shares via Orlando Family Trust; 1,500 shares via 401(k) plan |
| Shares outstanding (as of 3/7/2025) | 54,699,859 | — | Company total shares used for percentage computation |
| Ownership guidelines (directors) | ≥5x annual cash retainer | Compliance status | All non-employee directors met guidelines as of 12/31/2024; retention of 50% net-settled shares until compliant |
| Hedging/pledging policy | Prohibited for directors and executives | — | Insider trading policy prohibits short sales, hedging, and pledging |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Ownership Type | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-10-02 | 2025-10-01 | A (Award) | 285 | $192.79 | 17,008 | Indirect | https://www.sec.gov/Archives/edgar/data/1179929/000121149325000003/0001211493-25-000003-index.htm |
| 2025-07-02 | 2025-07-01 | A (Award) | 180 | $306.29 | 16,723 | Indirect | https://www.sec.gov/Archives/edgar/data/1179929/000117992925000108/0001179929-25-000108-index.htm |
| Data source: Insider-trades skill; records reflect RS awards consistent with quarterly director equity grants. |
Governance Assessment
- Board effectiveness: As Audit Committee Chair and financial expert, Orlando led the committee’s 2024 oversight, including recommending inclusion of audited financials in the 2024 Form 10-K; the committee met separately with internal and independent auditors and affirmed auditor independence . Independence standards confirmed for Audit Committee members; broader Board independence disclosed (all except CEO) .
- Attendance & engagement: Board and committee cadence is robust (Board 10; Audit 9; Finance 8; CG&N 3 in 2024); all directors achieved at least 75% attendance and attended the 2024 annual meeting—supports engagement .
- Compensation alignment: Director pay mix balances cash ($185k for Orlando in 2024) and equity (~$220k RS annually, immediate vest) with a non-employee director cap ($750k) under the 2025 plan; no options or performance-linked metrics for directors, which is typical but reduces direct pay-for-performance linkage for directors .
- Ownership alignment: Orlando’s beneficial ownership (18,875 shares) and Board-wide compliance with stringent stock ownership guidelines (≥5x cash retainer) bolster alignment; policy bans hedging and pledging, mitigating misalignment risks .
- Conflicts/related-party exposure: Corporate Governance & Nominating oversees conflicts and related party transactions; no related-person transactions involving Orlando disclosed; one related-person transaction (employment of a director’s family member) was reviewed and ratified under policy .
- Refreshment/tenure: Orlando’s long tenure (since 2005) provides continuity; Board instituted 12-year term limits for independent directors first elected beginning in 2020 and engaged a third-party search firm in 2024 to add new talent—mitigates staleness risk while preserving experience .
RED FLAGS: None disclosed specific to Orlando. No pledging/hedging, no related-party transactions, and attendance threshold met . Potential watchpoint: long tenure versus evolving best practices, offset by active Board refresh processes .