UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

HEALTH NET, INC.HEALTH NET, INC.

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Health Net, Inc. will hold its 20122013 Annual Meeting of Stockholders on Tuesday,Thursday, May 22, 201223, 2013 at 10:00 a.m. (Pacific Time) at 21281 Burbank Boulevard in Woodland Hills, California 91367, for the following purposes:

The Board of Directors has fixed Wednesday,Thursday, March 28, 2012,2013, as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any continuation, adjournments or postponements of the Annual Meeting.

At the Annual Meeting, each share of Common Stock, $.001 par value per share, of Health Net represented at the Annual Meeting will be entitled to one vote on each matter properly brought before the Annual Meeting. Jay M. Gellert and Angelee F. Bouchard have been appointed as proxy holders, with full rights of substitution, for the holders of Common Stock.

By Order of the Board of Directors,

Angelee F. Bouchard

Senior Vice President, General Counsel and

Secretary

April 6, 20128, 2013

YOUR VOTE IS IMPORTANT

All stockholders are cordially invited to attend the 20122013 Annual Meeting of Stockholders of Health Net, Inc. in person. However,Whether or not you expect to attend the Annual Meeting, please submit a proxy to vote as soon as possible to ensure your representationshares will be represented at the Annual Meeting. As provided herein, you may vote in person or by proxy at the Annual Meeting please mark, sign and date the enclosed proxy card and return it as soon as possible in the enclosed self-addressed, postage-paid envelope. Alternatively,or you may submit a proxy to vote your shares by telephone by calling 1-800-560-1965, or over the Internet athttp://www.eproxy.com/hnt. If you votemail, by telephone or overvia the Internet. If you wish to submit your proxy by telephone or via the Internet, please follow the instructions on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction form. If you received a paper copy of the proxy materials and wish to submit your electronic vote authorizesproxy by mail, please follow the named proxiesinstructions in this proxy statement under “Voting by Proxy—Voting by Mail”, or on the same manner as ifproxy card. If you returnedonly received the Notice of Internet Availability of Proxy Materials, you may request a signed and datedpaper proxy card by mail.following the instructions in such notice and may submit your proxy by mail as indicated above. If you attend the Annual Meeting in person, you may vote at the meeting even if you have previously returned a proxy. Please see “Meeting and Voting Information” for additional instructions and requirements relating to attendance at our Annual Meeting and voting your shares.

Table of Contents

PROXY STATEMENT

FOR THE 20122013 ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD

May 22, 2012MAY 23, 2013

MEETING AND VOTING INFORMATION

General

The accompanying proxy is solicited by the Board of Directors of Health Net, Inc. for use at our 20122013 Annual Meeting of Stockholders (the “Annual Meeting” or “2012“2013 Annual Meeting”) to be held on Tuesday,Thursday, May 22, 201223, 2013 at 10:00 a.m. (Pacific Time) at 21281 Burbank Boulevard, Woodland Hills, California 91367, and at any continuation, adjournments or postponements thereof. Directions to attend the meeting can be found on our Internet website,www.healthnet.com. WeBeginning on or about April 8, 2013, we expect to mail thisdeliver the Notice of Internet Availability of Proxy Materials (“Notice”) to most of our stockholders entitled to vote at the Annual Meeting and a paper copy of our proxy statementmaterials and accompanying proxy card beginning on or about April 6, 2012 to allthe remaining stockholders entitled to vote at the Annual Meeting. In this proxy statement, unless the context otherwise requires, the terms “Company,” “Health Net,” “we,” “us,” and “our” refer to Health Net, Inc. and its subsidiaries.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 22, 201223, 2013

This proxy statement, including a proxy card sample, the notice of the Annual Meeting and our 20112012 Annual Report on Form 10-K are available on our Internet website address athttp://www.healthnet.com/InvestorRelations/2012Proxy2013Proxy. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

We are offering a live webcast of the Annual Meeting on our Internet website,www.healthnet.com. The webcast of the Annual Meeting will consist of live sound, real-time access to printed material and the ability of stockholders to submit questions during the question and answer period. To participate in the webcast of the Annual Meeting, a stockholder should log on towww.healthnet.com on Tuesday,Thursday, May 22, 201223, 2013 shortly before 10:00 a.m. (Pacific Time) and follow the instructions provided under the “Investor Relations” section of the website. Stockholders willnot be permitted to vote overvia the Internet during the Annual Meeting.

Who Can Vote; Outstanding Shares

Only holders of record of our Common Stock, $.001 par value per share (“Common Stock”), at the close of business on March 28, 20122013 (the “Record Date”) are entitled to vote at the Annual Meeting. Each share of Common Stock represented at the Annual Meeting is entitled to one vote on each matter properly brought before the Annual Meeting. As of the Record Date, we had 79,326,652 outstanding 83,241,450 shares of Common Stock.

In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting, and for 10 days prior to the Annual Meeting in the Investor Relations department at our corporate office at 21650 Oxnard Street, Woodland Hills, California 91367, between the hours of 9:00 a.m. and 4:00 p.m. (Pacific time)Time).

Quorum and Votes Required

Our bylaws require that the holders of a majority of the total number of shares entitled to vote be present in person or by proxy in order for the business of the Annual Meeting to be transacted. Abstentions and “broker non-votes” will be counted as present for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. “Broker non-votes” occur when a bank, broker or other nominee holding shares for a beneficial owner does not vote those shares on a particular proposal because it does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Participation by a stockholder in the live webcast of the Annual Meeting will not be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting.

Stockholder approval of each proposal requires the following votes:

Voting by Proxy

How to Vote by Proxy If You Are the Record Holder of Your Shares

If you holdare the record holder of your shares, of Common Stock as a record holder, you may submit your proxy to vote by specifying your choices by marking the appropriate spaces on the enclosed proxy card, signing and dating the card and returning it in the enclosed self-addressed, postage-paid envelope to be receivedby Monday, May 21, 2012. Alternatively, you may vote your shares by telephone by calling 1-800-560-1965, or over the Internet athttp://www.eproxy.com/hntbefore 12:00 p.m. (Central Time) on Monday, May 21, 2012. If you votemail, by telephone or overvia the Internet, your electronic vote authorizes the named proxies in the same manner as if you returned a signed and dated proxy card by mail.Voting over the Internet or telephone will not be permitted after 12:00 p.m. (Central Time) on Monday, May 21, 2012.

Internet. Note that if you hold your shares of Common Stock inthrough the Health Net, Inc. 401(k) Savings Plan (the “401(k) Plan”), you mayadditional restrictions apply as described below under “How to Vote Your 401(k) Plan Shares by Proxy”.

Voting via the Internet or by Telephone.

Instructions on how

Voting by Mail. As an alternative to submit asubmitting your proxy via the Internet or by telephone, you may submit your proxy by mail.

How to authenticate our stockholders by use ofVote Your Shares If You Are a control number located on the attachment to the proxy card included herewith. “Street Name” Holder

If you hold your shares through a bank, broker or other nominee, also referred to as a “street name” holder, check the instructions provided by that entity to determine which voting options are available to you. you with respect to voting your shares.

How to Vote Your 401(k) Plan Shares by Proxy

If you hold shares of Common Stock through the 401(k) Plan, you may vote your shares by telephone, mail or via the Internet as described above. If you vote your shares by telephone or via the Internet, your voting instructions must be receivedbefore 11:59 p.m. (Eastern Time) on Monday, May 20, 2013in order for the 401(k) Plan trustee to vote your shares. If you vote your shares by mail, your voting instructions must be receivedbefore 6:00 p.m. (Eastern Time) on Monday, May 20, 2013in order for the 401(k) Plan trustee to vote your shares. If you hold shares through the 401(k) Plan and do not timely submit your voting instructions by this deadline, your applicable shares will be voted in the same proportion to the shares held in the 401(k) Plan for which votes were cast.

If you hold shares of Common Stock through the 401(k) Plan, you may attend the Annual Meeting. However, shares held through the 401(k) Plan can only be voted as described above, and cannot be voted at the Annual Meeting.

General

Please be aware that any costs related to voting overvia the Internet, such as Internet access charges, will be your responsibility.

All properly signed proxies that are timely received before the polls are closed at the Annual Meeting and that are not revoked will be voted at the Annual Meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted:

In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and any continuation, adjournments or postponements thereof.

Attendance at the Annual Meeting and Voting in Person

Stockholders who wish to attend the Annual Meeting will be required to present verification of ownership of our Common Stock, such as a bank or brokerage firm account statement, and will be required to present a valid government-issued picture identification, such as a driver’s license or passport, to gain admittance to the Annual Meeting.

If you are a stockholder of record and plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee, and you wish to vote in person at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from the record holder of the shares (your broker or other nominee) authorizing you to vote at the Annual Meeting.

Stockholders who wish to In addition, as noted above, if you hold shares through the 401(k) Plan, you may attend the Annual Meeting, willbut those shares can only be required to present verification of ownership of our Common Stock, suchvoted as a bank or brokerage firm account statementdescribed above, and willcannot be required to present a valid government-issued picture identification, such as a driver’s license or passport, to gain admittance tovoted at the Annual Meeting.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

Revocability of Proxies

Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any of the following three ways:

(3)(4)

By attending the Annual Meeting in person and voting such shares during the Annual Meeting as described above, although attendance at the Annual Meeting will not, by itself, revoke a proxy.

If you hold shares of Common Stock inthrough the 401(k) Plan, you may revoke your proxy using any of the above three methods (other than (4) above), but must do sobefore 12:11:59 p.m. (Eastern Time) on Monday, May 20, 2013 if you vote by telephone or via the Internet andbefore 6:00 p.m. (Central(Eastern Time) on Thursday,Monday, May 17, 2012.20, 2013 if you vote by mail.

If your shares are held by a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so.

Solicitation

OurThe Board of Directors is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of the solicitation of proxies, including preparation, assembly and mailingdelivery, as applicable, of this proxy statement, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of our regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. We have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of approximately $10,000 plus reasonable out-of-pocket costs and expenses. CopiesAs appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of our Common Stock of record for beneficial owners for forwarding to such beneficial owners. We may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

Assistance

If you need assistance with voting via the Internet in accordance with the instructions on the Notice of Internet Availability of Proxy Materials, voting by telephone or completing your proxy card, or have questions regarding the Annual Meeting, please contact our Investor Relations department at 1-800-291-6911.

Your vote is important. Please vote your shares via the Internet in accordance with the instructions in the Notice of Internet Availability of Proxy Materials, vote by telephone or sign, date and return a proxy card (or vote your shares over the Internet or by telephone) promptly so your shares can be represented, even if you plan to attend the Annual Meeting in person. The voting results will be included in a Current Report on Form 8-K filed within the time required by the SEC.

INTRODUCTION

We are a publicly traded managed care organization that delivers managed health care services through health plans and government-sponsored managed care plans. Our mission is to help people be healthy, secure and comfortable. We operate and conduct our businesses through subsidiaries of Health Net, Inc. In this proxy statement, unless the context otherwise requires, the terms “Company,” “Health Net,” “we,” “us,” and “our” refer to Health Net, Inc. and its subsidiaries.

We provide and administer health benefits to approximately 6.05.4 million individuals across the country through group, individual, Medicare (including the Medicare prescription drug benefit commonly referred to as “Part D”), Medicaid, U.S. Department of Defense (“Department of Defense” or “DoD”), including TRICARE, and Veterans Affairs programs. Our behavioral health services subsidiary, Managed Health Network, Inc. (“MHN”), providesThrough our subsidiaries, we also offer behavioral health, substance abuse and employee assistance programs, to approximately 5.0 million individuals, including our own health plan members. Our subsidiaries also offer managed health care products related to prescription drugs, and offer managed health care product coordination for multi-region employers, and administrative services for medical groups and self-funded benefits programs.

We were incorporated in 1990. Our current operations are the result of the April 1, 1997 merger transaction (the “FHS Combination”) involving Health Systems International, Inc. (“HSI”) and Foundation Health Corporation (“FHC”).Corporation. We changed our name to Health Net, Inc. in November 2000. Prior to the FHS Combination, we were the successor to the business conducted by Health Net of California, Inc., now our HMOhealth maintenance organization (“HMO”) subsidiary in California, and HMO and PPOpreferred provider organization (“PPO”) networks operated by QualMed, Inc., which combined with us in 1994 to create HSI.

The mailing address of our principalOur executive office isoffices are located at 21650 Oxnard Street, Woodland Hills, CACalifornia 91367, and our Internet website address iswww.healthnet.com.www.healthnet.com.

ITEM 1—ELECTION OF DIRECTORS

Board Structure

Our certificate of incorporation provides for directors to be elected on an annual basis. Under our certificate of incorporation and bylaws, the Board of Directors will consist of between three and twenty members, with the exact number to be fixed from time to time by the Board of Directors. The number of members constituting the Board of Directors has been fixed by the Board of Directors at nineten and our Board of Directors currently consists of nineten members. Assuming the election of each of the director nominees at the Annual Meeting, the Board of Directors will continue to consist of nineten members.

Our Corporate Governance Guidelines generally provide that a director shall serve for a maximum of twelve consecutive years; provided that the Board of Directors may make exceptions to this term limitation on a case-by-case basis by an affirmative vote of two-thirds of the directors after considering all of the applicable facts and circumstances (the “Term Limit Policy”). The commencement date for the Term Limit Policy is October 15, 2003 for non-employee directors who were members of the Board of Directors on such date. The term limit provision has not impacted any of the director nominees.

Director Nominees

At the Annual Meeting, stockholders will vote for nineten directors. Each director will be re-elected to hold office for a term of one year or until the 20132014 Annual Meeting of Stockholders. Each elected director will continue in office until such director’s successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

Pursuant to our bylaws, based on the recommendation of the Governance Committee, our Board of Directors has designated the following nineten nominees for election. Each of the nominees has consented to serve as a director if elected. There are no family relationships among any of the nominees or executive officers. The following table sets forth certain information with respect to the nominees, as of March 28, 2012:2013:

As set forth under “Meeting and Voting Information—Quorum and Votes Required,” our bylaws include a majority voting standard for the election of directors in uncontested elections, such as this one. Accordingly, the persons receiving a majority of the votes cast by the shares present in person or represented by proxy at the Annual Meeting and entitled to vote shall be elected. Abstentions and broker non-votes will not be counted, and stockholders eligible to vote at the Annual Meeting do not have cumulative voting rights with respect to the election of directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of each of the nineten nominees named above. Because only nineten nominees have been named, proxies cannot be voted for a number of persons greater than nineten or for individuals other than those named as nominees in this proxy statement.

It is expected that the nominees named above will stand for election at the 20122013 Annual Meeting of Stockholders, but if any of the nominees declines or is unable to do so, the proxies will be voted for another person or persons designated by the Governance Committee of our Board of Directors.

The Board of Directors recommends a vote

“FOR” each named nominee.

Information Concerning Current Members of the Board of Directors and Nominees

Ms. Citrino has served as our director since December 2009. Ms. Citrino has been a Senior Managing Director in the Corporate Advisory Services group at The Blackstone Group, a global investment and advisory firm, since 2004. Ms. Citrino has served as a director of Dollar Tree, Inc., a NASDAQ Stock Market (NASDAQ)-listed company, since 2005, and is a member of its Audit Committee. Previously, Ms. Citrino was employed at Morgan Stanley for over 20 years. While at Morgan Stanley, she served as the Global Head of Consumer Products Investment Banking, Co-Head of Health Care Services Investment Banking, and as a Mergers and Acquisitions Analyst.

Our Board of Directors has concluded that, in light of her distinguished career as an investment banker, Ms. Citrino should serve as one of our directors because she provides our Board of Directors with a wealth of knowledge regarding business operations and business strategy, as well as valuable financial and investment expertise. Further, herHer extensive experience valuing businesses provides our Board of Directors with key insights and knowledge of what makes our Companycompany work efficiently and effectively.

Mr. Craver has served as our director since March 2004. Mr. Craver has served as Chairman, President and Chief Executive Officer of Edison International, an electric power provider, since August 2008, and held several other positions at the company since 1996. Mr. Craver also is a current director of the Institute of Nuclear Power Operations, a not-for-profit nuclear power industry self-regulatory organization. In addition, Mr. Craver is a director and vice-chairman of the Edison Electric Institute and a director of the Electric Power Research Institute, both industry trade organizations. He is also the Co-Chairman of the Electric Drive Transportation Association,organizations, and a directortrustee of the Autry National Center, both of which area non-profit organizations.organization.

Some of the previous positions held by Mr. Craver at Edison International were: Chief Executive Officer of Edison Mission Group, one of its principal subsidiaries that owns and operates competitive power generation facilities, and Edison Capital, a provider of capital and financial services, from January 2005 to April 2008; Chief Financial Officer from January 2000 to December 2004; and in other financial and executive management positions beginning in 1996. From 1984 to 1996, Mr. Craver held various financial management positions at First Interstate Bancorp, including Executive Vice President and Corporate Treasurer of the holding company and Executive Vice President and Chief Financial Officer of a banking subsidiary. Mr. Craver served in various capital markets trading underwriting and marketing positions at Bankers Trust Company of New York from 1980 to 1984 and at Security Pacific National Bank from 1973 to 1980.

Mr. Craver brings to our Board of Directors extensive senior executive management and financial experience at public companies. Mr. Craver gained his finance and accounting expertise as Chief Financial Officer of Edison International and during his banking career. Because of his broad financial experience, Mr. Craver serves as one of our SEC “audit committee financial experts” and provides our Board of Directors with valuable insight into finance and accounting related matters, as well as general management experience in large, complex and highly-regulated public companies. For these reasons, our Board of Directors has concluded that Mr. Craver should serve as one of our directors.

Ms. Escarra has served as our director since July 2006. Since March 2006,September 2012, Ms. Escarra has served as Chief Executive Officer of Opportunity International, a non-profit organization providing microfinance services, including lending, savings, insurance and training to people in need. Prior thereto, from March 2006 through August 2012, Ms. Escarra served as President and Chief Executive Officer of Feeding America, a non-profit organization focused on hunger-relief.hunger relief.

Ms. Escarra’s distinguished professional experience includes a 30-year career at Delta Air Lines, Inc., most recently having served as Delta Air Line’s Executive Vice President and Chief Marketing Officer from May 2001 until October 2004. Ms. Escarra was a director of A.G. Edwards, Inc. from 2002 to 2007 and is the former Chair of the Board of the Atlanta Convention and Visitors Bureau.

With over thirty years of business and consumer marketing experience, including at a large public company, our Board of Directors has concluded that Ms. Escarra should serve as one of our directors as she provides our Board of Directors with valuable business expertise, especially on matters relating to marketing and business strategy. With her extensive business experience, Ms. Escarra understands the challenges of operating a public company in a dynamic and ever-changing business environment. Her present service leading a large non-profit organizationorganizations lends a unique social awareness perspective to our Board of Directors. For these reasons, our Board of Directors has concluded that Ms. Escarra should serve as one of our directors.

Ms. Fitzgerald has served as our director since March 2001. Ms. Fitzgerald is a director of Diebold, Inc., a New York Stock Exchange (“NYSE”)-listed company specializing in providing integrated self-service delivery systems and security systems and services, and is Chair of Diebold’s governance committee and a member of its compensation committee. Ms. Fitzgerald also is a director and a member of the audit committee of Cross Country Healthcare, Inc., a NASDAQ-listed healthcare staffing company.

From March 2003 to December 2008, Ms. Fitzgerald served as President and Director of TranSpend, Inc., a privately held company focusing on total spend optimization. From July 2002 through October 2002, Ms. Fitzgerald served as President and Chief Executive Officer of QP Group, a procurement solutions company. From October 1994 to June 2000, Ms. Fitzgerald served as Chair and Chief Executive Officer of Computer Task

Group, Inc., an international information technology services firm. Prior to this, Ms. Fitzgerald worked at International Business Machines Corporation, a world leader in information technology, where she held a variety of positions over the course of an eighteen year career, most recently as Vice President of Professional Services. Ms. Fitzgerald also served on the Board of Directors of Kaleida Health System in Buffalo, New York from 1995 to 2002, and was Vice Chair from 2000 to 2002, and served on the Advisory Board of the University of Buffalo’s School of Management from 1993 to 2001. Ms. Fitzgerald served on the Boards of Directors of the Information Technology Services (“ITS”) Division of Information Technology Association of America (“ITAA”) and of ITAA from 1992 to 2002, and was Chair of the ITS Board from 1998 to 2002.

With her distinguished career as a senior executive in the information technology industry, Ms. Fitzgerald provides our Board of Directors with expertise in information technology, supply chain management, procurement solutions, human resources, strategic planning, operations management, marketing and healthcare. In addition, serving on the boards of Diebold and Cross Country Healthcare, Ms. Fitzgerald draws from extensive directorial and governance experience, which enables her to contribute valuable insight and guidance on important issues facing Health Net. Based onFor these reasons, our Board of Directors has determined that Ms. Fitzgerald should serve as one of our directors.

Mr. Foley has served as our director since April 1997.Mr. Foley served as a director of FHC from 1996 until the FHS Combination in April 1997. Mr. Foley served as Chairman, President and Chief Executive Officer of DHL Airways, Inc., an air express parcel delivery company, from September 1988 through July 1999. Prior to this, Mr. Foley worked at Hyatt Hotels Corporation for 26 years, where he held senior management positions, including Chairman and President from 1977 to 1988 and Chief Operating Officer from 1972 to 1977. From 1984 until 1988, Mr. Foley also served as Chief Executive Officer of Braniff Airlines.

With a distinguished career including more than 30 years of experience in the hotel and airline industries as well as service on the boards of several other public companies, including Continental Airlines, Del Monte Foods Company, Flextronics International Ltd., Greyhound Lines, Inc., Copart, Inc. and Glenborough Realty Trust, Inc., Mr. Foley provides our Board of Directors with demonstrated leadership skills, expertise in business and management and extensive directorial experience. Further, asAs one of our longest standing directors, Mr. Foley also provides continuity to the board, institutional knowledge and a deep understanding of the strategic and operational issues we face. For these reasons, our Board of Directors has concluded that Mr. Foley should serve as one of our directors.

Mr. Gellert has served as our director since February 1999 and has served as our President and Chief Executive Officer since August 1998. Mr. Gellert has been a director of Ventas, Inc., a NYSE-listed company, since August 2001. Mr. Gellert also is currently a member of the Board of Directors of America’s Health Insurance Plans, a national association representing over one thousand health insurance companies.

Previously, Mr. Gellert served as our President and Chief Operating Officer from May 1997 until August 1998. From April 1997 to May 1997, Mr. Gellert served as our Executive Vice President and Chief Operating Officer. Mr. Gellert served as President and Chief Operating Officer of HSI from June 1996 until March 1997. He served on the Board of Directors of HSI from June 1996 to April 1997. Prior to joining HSI, Mr. Gellert directed Shattuck Hammond Partners Inc.’s strategic advisory engagements in the area of integrated delivery systems development, managed care network formation and physician group practice integration. Prior to joining Shattuck Hammond Partners Inc., Mr. Gellert was an independent consultant, and from 1988 to 1991, he served as President and Chief Executive Officer of Bay Pacific Health Corporation. From 1985 to 1988, he was Senior Vice President and Chief Operating Officer for California Healthcare System.

Our Board of Directors has determined that Mr. Gellert should serve as one of our directors due to his distinguished career in the managed care industry and as a senior executive, which provides our Board of Directors with demonstrated leadership capabilities and expertise in business, management and the health care

industry. As a senior executive of our Company since 1997 and our predecessor during 1996, Mr. Gellert brings in-depth operational knowledge and understanding of all facets of our business. In addition, as our President and Chief Executive Officer, he serves as a valuable bridge between management and the board, ensuring that both groups act with a common purpose. Mr. Gellert’s extensive knowledge of our operations and the markets in

which we compete, combined with his experience on the board of another NYSE-listed company, enables him to identify important matters for board review and deliberation.

Mr. Greaveshas served as our director since April 1997 and was elected Chairman of the Board of Directors in January 2004. Mr. Greaves serves as an Honorary Member of the Board of Trustees of California State University at Long Beach.

Mr. Greaves served as a director of HSI from January 1994 until the FHS Combination in April 1997. Mr. Greaves served as our Co-Chairman of the Board of Directors, Co-President and Co-Chief Executive Officer from January 1994 (upon consummation of the HSI Combination) until March 1995. Prior to January 1994, Mr. Greaves served as Chairman of the Board of Directors, President and Chief Executive Officer of H.N. Management Holdings, Inc., a predecessor to Health Net (“HN Management Holdings”), since its incorporation in June 1990. Prior to this, Mr. Greaves served as the President and Chief Executive Officer, from February 1982 until the incorporation of HN Management Holdings in June 1990, and additionally as Chairman, from September 1989 until the incorporation of HN Management Holdings in June 1990, of Health Maintenance Network of Southern California (the predecessor to H.N. Management Holdings). Mr. Greaves currently serves as Chairman of the Board of Directors of Health Net of California, Inc. (“HN California”), our subsidiary. Mr. Greaves also served a prior term as Chairman of the Board of Directors of HN California, and concurrently served as President and Chief Executive Officer of HN California. Prior to joining HNHealth Maintenance Network of Southern California, Mr. Greaves held various management roles at Blue Cross of Southern California, including Vice President of Human Resources and Assistant to the President, and held various management positions at Allstate Insurance Company from 1962 until 1968.

With a distinguished career of over forty years of management experience in key leadership roles, including as former Chief Executive Officer of our Company and its predecessors in interest, our Board of Directors has concluded that Mr. Greaves possesses demonstrated leadership capabilities and in-depth knowledge of our history and all aspects of our business and, therefore, he should serve as one of our directors. His extensive management experience and knowledge and understanding of our business and operations combine to provide our Board of Directors with valuable guidance and input on the many strategic and operational issues we face. In addition, having served on several boards of directors, Mr. Greaves has considerable governance experience that he contributes to board discussions and deliberations.

Mr. Mancino has served as our director since November 2012. Mr. Mancino has been a partner in the Los Angeles office of Hunton & Williams LLP since June 2011, and prior thereto, had been a partner at McDermott Will & Emery LLP since 1987. For more than 35 years, Mr. Mancino has represented numerous types of health care and non-profit organizations on tax, business, and financial matters. Mr. Mancino has extensive experience in audit, appeals and tax controversy issues. Mr. Mancino has also served as a director of HSI from January 1994 until HSI’s April 1997 merger transaction with Foundation Health Corporation. From April 1997 to November 2012, Mr. Mancino served as a director of HN California.

Mr. Mancino has been the Chairman of the Board of Trustees of the Children’s Burn Foundation since 1995. Mr. Mancino has also been a member of the Boards of Directors of the Irvine Health Foundation since 2010, the Media & Policy Center since 2008, and the Center on Philanthropy & Public Policy since 2007. In addition, Mr. Mancino served as president of the American Health Lawyers Association from 1993 to 1994, and was vice chair-publications of the ABA’s Tax Section from June 2009 through June 2012.

Our Board of Directors has concluded that Mr. Mancino should serve as one of our directors due to his distinguished career and broad experience with advising healthcare organizations on a variety of tax, business and financial matters. Mr. Mancino’s prior service on the board of directors of one of our subsidiaries also provides him with unique insight into our operations and industry.

Mr. Willisonhas served as our director since December 2000. Mr. Willison also is a director of Move, Inc., a NASDAQ-listed company, Grandpoint Bank, a community bank in Los Angeles, and a trustee of SunAmerica’s Seasons and Series Trusts.

Mr. Willison served as Dean, UCLA Anderson School of Management (the “UCLA Anderson School”) from July 1999 to January 2007,2006, and is currently Dean Emeritus of the UCLA Anderson School of Management.School. From January 2009 until July 2010, Mr. Willison served as Chief Executive Officer of Grandpoint Capital Advisors, a middle market investment bank. Mr. Willison served as a director of IndyMac Bancorp, Inc. from July 2005 to July 2008. From April 1996 to October 1998, Mr. Willison served as President and Chief Operating Officer of H.F. Ahmanson, Inc. (Home Savings of America). Mr. Willison also served as Chairman, President and Chief Executive Officer of First Interstate Bank of California from February 1991 to April 1996.

Mr. Willison’s distinguished career in key leadership roles in the financial industries and as a professor and former Dean of the UCLA Anderson School provides our Board of Directors with demonstrated leadership skills and expertise in business and finance. Mr. Willison’s governance experience on the boards of several publicly traded companies as well as his current membership in the National Association of Corporate Directors enables him to play a vital role in board discussions and deliberations regarding our business strategy and operations. In addition, as a director since 2000, Mr. Willison understands our history, business and the complex industry in which we compete. Therefore, forFor these reasons, our Board of Directors has determined that Mr. Willison should serve as one of our directors.

Mr. Yeagerhas served as our director since March 2004. Mr. Yeager served in numerous senior positions at Time Warner, Inc., a NYSE-listed media and entertainment company from 1995 to 2011. Mr. Yeager served as ana senior vice president and advisor to Time Warner’s senior management from AugustJanuary 2009 to August 2011.

From December 2000 to January 2009, Mr. Yeager served as Senior Vice President, Finance for Time Warner, and led teams responsible for global strategic sourcing, supplier diversity, and investment of employee benefits assets, and served as the chair of the Time Warner Investment Committee. From May 1995 to December 2000, Mr. Yeager was Vice President, Finance and Development for Time Warner and led teams responsible for financial and business planning, mergers and acquisitions, treasury, capital structure planning and capital markets transactions, and for managing Time Warner’s relationships with commercial and investment banks and debt-rating agencies. Prior thereto, Mr. Yeager had a 27-year career with Ford Motor Company where he held executive and management positions in the Finance and Treasury departments,Staff, the Treasurer’s Office, the Product Development andGroup, the Financial Services groups,Group, Ford of Europe, and Ford Motor Credit Company. Mr. Yeager began his career at Ford in 1968 as an Operations Research Analyst.

Our Board of Directors has concluded that Mr. Yeager should serve as one of our directors due to hisYeager’s distinguished career working in finance, planning, treasury, and capital markets and experience as a senior executive and advisor for large corporations which provides our Board of Directors with extensive knowledge of complex financial and operational issues facing large organizations. Mr. Yeager’s expertise in dealing with accounting principles and financial reporting rules and regulations provides him with the financial acumen requisite to serve as one of our SEC “audit committee financial experts” and makes him well suited to serve on our Audit Committee. His years of business experience combined with his financial and business planning expertise play a vital role, especially in light of current market conditions, in board discussions and deliberations regarding our financial and business strategies. For these reasons, our Board of Directors has determined that Mr. Yeager should serve as one of our directors.

EXECUTIVE OFFICERS

The following sets forth certain biographical information with respect to our executive officers, as of the date of this proxy statement.

Mr. Gellert. See “Item 1—Election of Directors—Information Concerning Current Members of the Board of Directors and Nominees” above.

Mr. Woys has served as our Executive Vice President, Chief Operating Officer since November 2007. Previously, Mr. Woys served as our Interim Chief Financial Officer from November 2006 until November 2007, and served as President, Government and Specialty Services from October 2005 until November 2007. Prior thereto, he served as President of Health Net Federal Services from February 2001 to October 2005. Mr. Woys served as Chief Operating Officer and President of Health Net Federal Services from November 1999 to February 2001. Mr. Woys served as Chief Operating Officer and Senior Vice President for Foundation Health Federal Services from February 1998 to November 1999. Mr. Woys served as Senior Vice President of Foundation Health Federal Services from January 1995 to February 1998. From January 1990 to January 1995, Mr. Woys served as Vice President and Chief Financial Officer of the Government Division of FHC. Mr. Woys served as Director of Corporate Finance/Tax for FHC from October 1986 to January 1990. Prior to Mr. Woys’ employment with FHC, he was employed by Price Waterhouse from 1982 to 1986 and by Arthur Andersen & Co. from 1980 to 1982.

Mr. Capezza has served as our Executive Vice President, Chief Financial Officer since November 1, 2007, and also as Treasurer since April 1, 2012. Prior to joining Health Net, Mr. Capezza served as Chief Financial Officer at Harvard Pilgrim Health Care from January 2002 to October 2007. From June 2000 to December 2001, Mr. Capezza served as Senior Vice President and Chief Financial Officer at Group Health Incorporated. Prior thereto, Mr. Capezza had a long career with Reliance Insurance Group, where he served as Senior Vice President and Chief Financial Officer at Reliance Reinsurance Corp. from February 1990 to May 2000. From 1985 to 1990, Mr. Capezza served as Vice President and Chief Financial Officer at Willcox Incorporated Reinsurance Intermediaries, and from 1983 to 1985, Mr. Capezza served as Vice President and Controller at Skandia America Reinsurance Company. From 1976 to 1983, Mr. Capezza served as General Practice Manager—Insurance Industry Specialist at Coopers & Lybrand, LLP.

Ms. Bouchardhas served as our Senior Vice President, General Counsel and Secretary since December 2009, having joined Health Net as Vice President, Assistant General Counsel and Assistant Secretary in 2003. Prior to joining Health Net, Ms. Bouchard was an associate at the law firm of Latham & Watkins LLP from 1996 until 2003, during which time she specialized in capital markets transactions, mergers and acquisitions and public company representation.

Ms. Clareyhas served as our Senior Vice President, Chief Regulatory and External Relations Officer since June 2008. Previously, Ms. Clarey served as Chief Operating Officer of our Health Plan Division and Health Net of California from April 2006 through May 2008. In 2003, Ms. Clarey left us to serve as a member of the senior

leadership team for the campaign for Arnold Schwarzenegger for Governor of California, and after his election served as Governor Schwarzenegger’s Chief of Staff. Prior thereto, from March 2001 to November 2003,

Ms. Clarey served as our Vice President of Government Relations. Prior to her service at Health Net, from 1998 through 2001 Ms. Clarey held senior management positions at Transamerica Corporation, and from 1991 to 1998 she served as deputy chief of staff to former California Governor Pete Wilson. Ms. Clarey is a member of the State Personnel Board and a director of the California Foundation on the Environment and the Economy.

Ms. Hefnerhas served as our Senior Vice President, Customer and Technology Services which is our chief customer services officer, since January 2012. Prior thereto, Ms. Hefner served as our Chief Customer Services Officer sincefrom September 2010.2010 to January 2012. In addition, since 2008, Ms. Hefner has also served as President and Chief Executive Officer of MHN,Managed Health Network, Inc. (“MHN”), our subsidiary that offers behavioral health, substance abuse and employee assistance programs. Prior to assuming the role of President and Chief Executive Officer of MHN, Ms. Hefner was Chief Operating Officer for MHN from 2007. From August 1999 to 2007, Ms. Hefner held several vice president positions within Health Net.

Mr. Law has served as our Health Care Services Officer since March 2013. Previously, Mr. Law served as our Chief Medicare Officer from November 2011 until March 2013. From 2009 to November 2011, Mr. Law served as Senior Vice President of Healthcare Delivery for WellCare Health Plans, Inc. Prior thereto, Mr. Law held various management positions with Health Net from 2005 to 2009.

Ms. Mayhewhas served as our Senior Vice President, Organization Effectiveness since April 1999. Prior to joining us, Ms. Mayhew served as Senior Vice President, Organization Development of Southern New England Telecommunications Company (“SNET”), a northeast regional information, entertainment and telecommunications company based in Connecticut. Prior thereto, Ms. Mayhew served in various capacities at SNET, including Vice President, Human Resources, since 1972.

Mr. Sell has served as our President, Western Region Health Plan since December 2009 having previously servedand as President of Health Net of California since November 2008. Prior to assuming the role of President of Health Net of California, Mr. Sell was President and Chief Executive Officer of MHN from December 2006 to November 2008, our Chief Sales Officer from March 2006 to December 2006, and our Vice President, Employer Services Group from January 2004 to March 2006. Mr. Sell served as a consultant with Booz Allen Hamilton prior to joining Health Net.

Mr. Sivori has served as our Health Care Services Officer since December 2009 and our President of Regional Health Plans and Health Net Pharmaceutical Services since November 2008. Previously, Mr. Sivori served as our President of Health Net Pharmaceutical Services from September 2001 to November 2008. Prior thereto, Mr. Sivori was appointed Senior Vice President and Chief Financial Officer of Integrated Pharmaceutical Services, now Health Net Pharmaceutical Services, from December 1998 until September 2001. Mr. Sivori originally joined FHC in August 1994 and held various senior management positions prior to December 1998.

Mr. Toughhas served as our President, Government Programs since January 16, 2010, our President of Health Plan and Government Programs since November 2008, the President of Health Net Federal Services since January 2006, and our President of our Government and Specialty Services division since February 2008. From 1978 to 1998, Mr. Tough spent 20 years at FHC, nine of which he served as President and Chief Operating Officer of our Government and Specialty Services groups. Upon leaving FHC in 1998, and prior to joining us in 2006, Mr. Tough started his own firm providing health care consulting services to a variety of companies, and served as President and Chief Executive Officer of the California Association of Health Plans and President, Western Region, MAXIMUS Health Care Services Group, a health care services organization.

Certain Relationships and Related Party Transactions

We have adopted a written Related Party TransactionTransactions Policy (the “Policy”), which Policy has been approved by the Audit Committee of the Board of Directors (“Audit Committee”) in accordance with its charter. The Policy outlines our policies and procedures for the review, approval or ratification of certain transactions in which any of our related parties had or will have a direct or indirect material interest. For purposes of the Policy, a “related party” means any of our directors or director nominees, our executive officers, holders of more than five percent (5%) of any class of our voting securities, any member of“immediate family member” (as such term is defined in the immediate familyPolicy) of any of the foregoing persons, any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position, or in which any number of the foregoing persons hold in the

aggregate a 10% or greater beneficial ownership interest, or any charitable, tax exempt or non-profit organization in which any of the foregoing persons is actively involved in fundraising or otherwise serves as a director, officer, trustee, or any similar capacity. The Policy provides, among other things, for any proposed related party transaction to be submitted to the Audit Committee, or under delegated authority to the Chair of the Audit Committee (the “Chair”), for approval. The factors to be considered by the Audit Committee,

or Chair, as applicable, when reviewing such related party transaction shall include, but are not limited to, the following: (i) the benefits to Health Net of the transaction; (ii) the impact on a director’s independence in the event the related party is a member of the Board of Directors, an immediate family member of a member of the Board of Directors or an entity in which a member of the Board of Directors is a partner, shareholder, trustee, director, executive officer or similar position; (iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.

The Policy also provides that if we find that a related party transaction is ongoing that did not receive prior approval by the Audit Committee, or Chair, as applicable, then such transaction will be promptly submitted to the Audit Committee or Chair for consideration of all of the relevant facts and circumstances available, and taking into account the same factors as described above, to determine whether the transaction should be ratified, amended or terminated. If a related party transaction is completed thatand did not receive prior approval, the Audit Committee or Chair, as applicable, shall evaluate the transaction, taking into account the same factors as described above, to determine whether the transaction should be ratified or if rescission of the transaction is appropriate. In the case of an ongoing or completed related party transaction that did not receive prior approval in accordance with the Policy, the General Counsel shall evaluate our controls and procedures to ascertain the reason(s) the transaction was not submitted for prior approval and whether any changes to these procedures are recommended. The Chair shall report to the Audit Committee at the next Audit Committee meeting any approval, ratification, amendment or rescission of a related party transaction made by such Chair under his or her delegated authority pursuant to the Policy.

The Audit Committee, in accordance with the Policy, has reviewed, approved and/or ratified the following transactions:

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Code of Conduct

Members of our Board of Directors are elected by the holders of our Common Stock and represent the interests of all stockholders. Our Board of Directors meets periodically to review significant developments affecting us and to act on matters requiring its approval. Although the Board of Directors delegates selected matters to others, subject to its ultimate oversight, it reserves certain powers and functions to itself.

Our Board of Directors has established Corporate Governance Guidelines that it follows in matters of corporate governance. In addition, the Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, directors and officers, including our principal executive officer, principal financial officer and principal accounting officer. In addition, our Code of Business Conduct and Ethics provides that our “First Tier and Downstream Related Entities,” as defined by Medicare regulations, must abide by the Code of Business Conduct and Ethics if they do not have their own Code of Conduct and policies that comply with applicable laws and regulations. Our Corporate Governance Guidelines and Code of Business Conduct and Ethics are published on our website atwww.healthnet.com. We intend to disclose any future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of provisions required to be disclosed under the rules of the SEC or listing standards of the NYSE, at the same location on our website identified above.website.

Board Meetings and Committees; Annual Meeting Attendance

Our Board of Directors met a total of eleven14 times in 2011. Each2012. With the exception of Mr. Mancino, who was appointed to our Board of Directors in November 2012, each member of our Board of Directors was present for 75% or more of the combined total of (i) all meetings of the Board of Directors held in 20112012 and (ii) all meetings of all committees of the Board of Directors held in 20112012 on which he/she served. Our non-management directors meet in executive session without management on a regularly scheduled basis, but not less frequently than quarterly. The non-executive Chairman presides at such executive sessions, or in his absence, a non-management director designated by our non-executive Chairman. In addition, it is our policy that each of our directors attends the Annual Meeting. AllWith the exception of Mr. Mancino, who was appointed to our Board of Directors in November 2012, all of our current directors were in attendance at the 20112012 Annual Meeting of Stockholders.

Director Independence

On an annual basis, with the assistance of the Governance Committee, our Board of Directors reviews the independence of all directors and affirmatively makes a determination as to the independence of each director. To assist in making this determination, the Board of Directors has adopted independence guidelines (the “Director Independence Standards”), which are designed to conform to, or be more exacting than, the independence requirements set forth in the listing standards of the NYSE. The Director Independence Standards are published on our website atwww.healthnet.com. In addition to applying these guidelines, the Board of Directors considers any and all additional relevant facts and circumstances in making an independence determination.

Under the NYSE listing standards, no director qualifies as independent unless the Board of Directors affirmatively determines that the director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company, thatwhich would impair such director’s independence. The Board of Directors has affirmatively determined that each of Mary Anne Citrino, Theodore F. Craver, Jr., Vicki B. Escarra, Gale S. Fitzgerald, Patrick Foley, Roger F. Greaves, Douglas M. Mancino, Bruce G. Willison and Frederick C. Yeager is an independent member of the Board of Directors under the listing standards of the NYSE and the Director Independence Standards and has no material relationship with the Company that would impair such director’s independence. In making such determination the Board of Directors considered the current and past relationships, if any, between the Company and members of the Board of Directors or their immediate family members.

Additionally,members, including the Board of Directors reviewed and considered the following transactions and relationships:following:

In determining that Mr. Greaves is independent, the Board of Directors considered the following additional factors:

In light of the significant time period since Mr. Greaves’ resignation and the fact that his receipt of health benefits is in no way contingent upon continued service to the Company, the business purpose of the expense reimbursements to Mr. Greaves, the fact that Mrs. Greaves receives no salary compensation (only reimbursement of documented expenses) for her service to Celebration of Children and Heart & Soul, and the nature and amount of the reimbursements to Mr. Greaves for expenses incurred by his wife while, and in conjunction with, traveling

with him to business related meetings and events, the Board of Directors determined that these were not material relationships under NYSE listing standards and therefore determined Mr. Greaves to be independent under such standards.

Committees of the Board of Directors

Our bylaws establish the following standing committees of the Board of Directors: the Audit Committee, the Governance Committee, the Compensation Committee and the Finance Committee. Our bylaws further provide that additional committees may be established by resolution adopted by a majority of the Board of Directors. From time to time, the Board of Directors establishes various ad hoc committees by resolution. A majority of the Board of Directors selects the directors to serve on the committees of the Board of Directors upon recommendation of the Governance Committee.

Audit Committee.

The Audit Committee of our Board of Directors currently consists of Messrs. Yeager (Chairperson), Craver and CraverMancino and Ms. Fitzgerald. EachWith the exception of Mr. Mancino, who was appointed to the Audit Committee in November 2012, each of the current members of the Audit Committee served on the Audit Committee during 2011.throughout 2012. Our Board of Directors has determined that all current Audit Committee members are financially literate under the NYSE listing standards and that all current members of the Audit Committee are independent under NYSE listing standards and under the requirements of SEC Rule 10A-3. Messrs. Craver and Yeager have each been determined by the Board of Directors to be an “audit committee financial expert,” as defined by SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. Our Audit Committee held nine10 meetings in 2011.2012.

Audit Committee Responsibilities.    The Audit Committee is governed by a charter, a current copy of which is available on our website atwww.healthnet.com. Pursuant to the Audit Committee charter, the Audit Committee is responsible for, among other things:

and financial statement presentations; analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and the effect of regulatory and accounting initiatives on the financial statements;

Governance Committee.

The Governance Committee of our Board of Directors is currently comprised of Messrs. Craver (Chairperson), Foley and FoleyMancino and Ms. Escarra. EachWith the exception of Mr. Mancino, who was appointed in November 2012, each of the current members of the Governance Committee served on the Governance Committee during 2011.throughout 2012. Each of the current members of the Governance Committee is independent under NYSE listing standards. The Governance Committee held sixfive meetings in 2011.2012.

Governance Committee Responsibilities.    The Governance Committee is governed by a charter, a current copy of which is available on our website atwww.healthnet.com. Pursuant to the Governance Committee charter, the Governance Committee is responsible for, among other things:

serve as members of a committee, including the Governance Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Governance Committee;

In addition,As described above, the Governance Committee is responsible for reviewing director compensation and making recommendations to the Board of Directors with respect to director compensation. The Governance Committee has from time to time directed Semler Brossy Consulting Group, LLC (“Semler”), the Governance and Compensation Committees’ compensation consultant, to provide certain services with respect to director compensation. Periodically, the Governance Committee reviews compensation survey data for compensation of peer boards of directors provided by Semler and determines whether any adjustments to the Board of Directors’ compensation are appropriate. If adjustments are appropriate, the Governance Committee recommends such adjustments to the Board of Directors. Historically, reviews and adjustments to the Board of Directors’ compensation generally have occurred less frequently than annually.

Consideration of Director Nominees.    The Governance Committee selects director nominees, including those nominated to fill vacancies on the Board of Directors, on the basis of the nominee’s possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board of Directors’ ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the Board of Directors to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation, NYSE listing standards and our bylaws and other corporate governance documents. In particular, the Governance Committee considers whether a director nominee exhibits the following attributes when reviewing and evaluating candidates:

The Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all candidates.

Identifying and Evaluating Director Nominees.    The Governance Committee identifies potential director nominees from many sources. In the event that a vacancy on the Board of Directors occurs between annual meetings of stockholders, the Governance Committee is responsible for identifying, screening and recommending candidates to the Board of Directors for Board membership. The Board of Directors may maintain a vacancy or vacancies if it cannot identify suitable candidates meeting the Board’s director qualification standards. The Governance Committee asks current directors and executive officers to notify the

Committee if they become aware of persons meeting the criteria described above who may be available to serve on the Board of Directors. From time to time, the Governance Committee also engages third party search firms that specialize in identifying director candidates.

The Governance Committee also considers director candidates recommended by stockholders. The Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although the Governance Committee may, in addition to the criteria described above, take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a director candidate considered by the Governance Committee for inclusion on the slate of nominees, a stockholder must submit the recommendation in writing and must include the following information:

The stockholder’s recommendation and information described above must be sent to our Corporate Secretary at 21650 Oxnard Street, Woodland Hills, California 91367 and received by the Corporate Secretary not less than 120 days prior to the anniversary date of our most recent annual meeting of stockholders.stockholders, in order to be eligible for inclusion in our proxy statement and form of proxy relating to that meeting pursuant to Rule 14a-8 under the Exchange Act.

Once a person has been identified by the Governance Committee as a potential candidate, the Governance Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Governance Committee determines that the candidate warrants further consideration, the Chairperson of the Governance Committee or another member of the Governance Committee contacts the candidate. Generally, if the person expresses a willingness to be considered and to serve on the Board of Directors, the Governance Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the Governance Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Governance Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments.

In connection with the 20122013 Annual Meeting and in accordance with the above guidelines, the Governance Committee nominated for re-election (or election, in the case of Mr. Mancino) each of the following nineten nominees: Mses. Citrino, Escarra and Fitzgerald and Messrs. Craver, Foley, Gellert, Greaves, Mancino, Willison and Yeager.

Compensation Committee.

The Compensation Committee currently consists of Messrs. Willison (Chairperson) and Foley and Mses. Citrino and Escarra. Each of the current members of the Compensation Committee served on the Compensation Committee during 2011.throughout 2012. Each of the current members of the Compensation Committee qualifies as a “non-employee director” within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an “outside director” for Section 162(m) purposes and is independent under NYSE listing standards. In 2011,2012, our Compensation Committee held seven meetings.

Compensation Committee Responsibilities.    The Compensation Committee is governed by a charter, a current copy of which is available on our website atwww.healthnet.com. Pursuant to the Compensation Committee charter, the Compensation Committee is responsible for, among other things:

directors (as directed by the Board of Directors), determining and recommending for approval by the independent directors of the Board of Directors, the Chief Executive Officer’s compensation level based on this evaluation, which recommendation is subject to ratification, modification or rejection by the independent directors of the Board of Directors;

approving, or recommending to the Board of Directors the approval of, all equity-compensation plans that are exempt from or not subject to such stockholder approval requirements, in each case, in light of our goals and objectives with respect to such plans;

As provided in its charter, the Compensation Committee has the responsibility to review at least annually the performance of the Chief Executive Officer, the second-highest paid executive and the Senior Officers (the “Oversight Positions”).Oversight Executives. The Compensation Committee has the authority to approve the compensation for all Oversight Positions,Executives, other than the Chief Executive Officer and the second-highest paid executive. The Board of Directors has the responsibility to determine the compensation for the Chief Executive Officer and second-highest paid executive. When making such determination, the Board of Directors takes into consideration the

Compensation Committee’s recommendation regarding the compensation for the Chief Executive Officer and second-highest paid executive and may choose to ratify, modify or reject such recommendation. The annual performance review of the Oversight PositionsExecutives occurs in the first quarter of the calendar year following the previous 12-month performance period. Such review cannot be delegated to anyone other than the Compensation Committee, though the annual performance evaluation of the Chief Executive Officer may be done as a committee or together with other independent directors, as directed by the Board of Directors.

The Board of Directors and the Compensation Committee, as applicable, determine the compensation levels for our named executive officers on an annual basis by considering a variety of factors described in the “Howsection “—How do we determine the amount for each element of executive officer compensation?” portion of the “Compensation Discussion and Analysis” section of this proxy statement.

For all employees other than the Oversight Positions,Executives, the Chief Executive Officer and his direct reports review and approve compensation decisions on an annual basis. In conducting their annual compensation review, the Chief Executive Officer and his direct reports consider the same factors that the Compensation Committee uses for its annual review, as listed above.review. The Compensation Committee is not responsible for considering or determining compensation for the Board of Directors. The evaluation of the compensation of our Board of Directors is the responsibility of the Governance Committee and Board of Directors as discussed above in the “Governance Committee” section of this proxy statement.

The Compensation Committee is committed to staying apprised of current issues and emerging trends, and ensuring that Health Net’s executive compensation program remains aligned with best practice. To this end, the Compensation Committee has directly selected and retained the services of Semler to assist it in evaluating executive compensation matters. The aggregate fees paidWith respect to Health Net, during 2012, Semler foronly provided services that were not related exclusively to executive or director compensation were less than $120,000 during 2011.compensation. The Compensation Committee has the sole authority, as it deems appropriate, to retain or terminate the compensation consultant in order to assist the Compensation Committee in carrying out its responsibilities, includingresponsibilities. The Compensation Committee’s authority also includes sole authority to approveoversee and determine the compensation consultant’s feesand independence of the compensation consultant and other retention terms that relate to the compensation consultant’s work. The compensation consultant reports directly and exclusively to the Compensation Committee with respect to executive compensation matters.

After review and consultation with Semler, the Compensation Committee has determined that Semler is independent and there is no conflict of interest resulting from retaining Semler currently or during the year ended December 31, 2012. In reaching these conclusions, the Compensation Committee considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable NYSE listing standards.

For a full discussion of the services that Semler provides to our Compensation Committee to assist it in structuring and evaluating our executive compensation programs, plans and practices, see the “Compensation Discussion and Analysis” section of this proxy statement.

Finance Committee.

The Finance Committee of the Board of Directors currently consists of Mses. Fitzgerald (Chairperson) and Citrino and Messrs. Willison and Yeager. Each of the current members of the Finance Committee served on the Finance Committee during 2011.throughout 2012. In 2011,2012, our Finance Committee held eightsix meetings.

Finance Committee Responsibilities.    The Finance Committee is governed by a charter, a current copy of which is available on our website atwww.healthnet.com. Pursuant to the Finance Committee charter, the Finance Committee is responsible for, among other things:

Board Risk Oversight

The Board of Directors oversees an enterprise-wide approach to risk management that is designed to support the achievement of our objectives, including strategic objectives, improvement of long-term organizational performance and enhancement of stockholder value. Risk is an inherent part of Health Net’s business activities and Health Net’s enterprise risk management framework and governance structure are intended to provide ongoing management of the key risks in its business activities. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. In setting our business strategy, the Board of Directors assesses selected risks being mitigated by management and determines what constitutes an appropriate level of risk for us. Discussions between senior management and Board members regarding risk management, control and mitigation are critical components of the Board of Directors’ risk oversight process.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors also have responsibility for overseeing specific areas of risk management, as set forth below. The committees periodically provide updates to the Board of Directors regarding significant risk management issues and management’s response.

In addition, as part of the effort to support the achievement of our objectives, the Board of Directors conducts an annual evaluation of its own performance, including the performance of each committee of the Board of Directors. The Board of Directors also conducts an annual evaluation of the President and Chief Executive Officer. As part of this formal evaluation process, the President and Chief Executive Officer prepares a self-evaluation, including his evaluation of the Company’s performance for the prior fiscal year. Each member of the Board of Directors then individually assesses his and the Company’s performance for the prior fiscal year, providing another forum for dialogue between senior management and Board members regarding the effectiveness of risk management and mitigation efforts.

Board Leadership Structure

Health Net has separated the roles of the Chairman of the Board and Chief Executive Officer since 1999.

After carefully considering the benefits and risks of separating the roles of the Chairman of the Board and Chief Executive Officer, the Board of Directors has determined that having an independent director serve as the Chairman of the Board is the most appropriate leadership structure for Health Net and is in the best interest of its stockholders at this time. With the exception of Mr. Gellert, our President and Chief Executive Officer, the Board of Directors is comprised entirely of independent directors. Separating the roles of the Chairman of the Board and Chief Executive Officer enables the independent directors to participate meaningfully in the leadership of the Board of Directors. The Board of Directors believes this structure provides an appropriate degree of oversight over our Chief Executive Officer and senior management. At the same time, the current Chairman of the Board is a director who has experience with our predecessor companies and therefore has deep institutional knowledge about our organization’s history and operations. For this reason, our Chairman of the Board is able to understand the unique challenges faced by management and serve as a liaison between the Board of Directors and management.

Our Corporate Governance Guidelines give the Board of Directors the flexibility to change its leadership over time, as needed, by permitting the roles of the Chairman of the Board and Chief Executive Officer to be held by the same person. The Board of Directors will continue to evaluate whether its leadership structure is appropriate as Health Net’s business evolves.

DIRECTORS’ COMPENSATION

Directors’ Compensation Table for 20112012

For Mr. Mancino, represents the aggregate grant date fair value of 5,732 restricted stock units, or RSUs, granted on November 2, 2012, as calculated in accordance with FASB ASC Topic 718. The grant date fair value shown is based on a per share value of $22.679. This is calculated in accordance with FASB ASC Topic 718 by multiplying the closing price of our Common Stock on the date of grant ($22.68 per share) by the number of restricted stock units granted, and then subtracting the par value of $0.001 per share of Common Stock underlying the award.

The RSUs granted to each of our non-employee directors in 2012 vest and become non-forfeitable as to 33  ¹/₃% of the RSUs on each of the first, second and third anniversaries of the date of grant. No options to purchase shares of our Common Stock were granted to our non-employee directors in 2012. The table below shows the aggregate numbers of stock awards and option awards outstanding for each non-employee director as of December 31, 2012. Stock awards consisted of unvested RSUs. Upon vesting and the passage of any applicable deferral period, the RSUs are paid in shares of our Common Stock on a one-for-one basis. Directors may elect to defer payment until a later date, which would result in a deferral of taxable income to the director. Option awards consist of exercisable and unexercisable options.

(3)	The amount shown was deferred under the Health Net, Inc. Deferred Compensation Plan for Directors.

Cash Retainers and Meeting Fees.The annual retainer payable to our non-employee directors during 20112012 was $45,000. During 2011,2012, each non-employee director who chaired the Compensation Committee, Governance Committee or the Finance Committee received an additional annual retainer of $10,000. The non-employee director who chaired the Audit Committee received an additional annual retainer of $15,000. Each non-employee director also receivedis entitled to a $2,000 fee for each meeting of the Board of Directors attended, and a $1,000 fee for each committee meeting attended, other than the Audit Committee. Non-employee directors received a $2,000 fee for each Audit Committee meeting attended. In lieu of these retainer and meeting fees, Mr. Greaves received $18,333.34 per month for his services during 20112012 as Chairman of the Board of Directors. No fees are paid to Health Net employees for service as a director. In December 2011,2012, the Governance Committee and the Board of Directors reviewed the meeting fees and annual retainers payable to non-employee directors and determined that no changes were necessary at that time but reserved the right to revisit the topic in early 2012.time.

Equity Grants.Until December 2010, our non-employee director equity compensation program provided for non-employee directors to receive initial grants of nonqualified stock options when they join our Board of Directors and automatic annual grants of nonqualified stock options upon their re-election to our Board of Directors.

In December 2010, the Governance Committee recommended to the Board of Directors, and the Board of Directors approved a modification to our non-employee director equity compensation program. Beginning in 2011, the initial equity grants and the automatic annual equity grants to non-employee directors are made in the form of restricted stock units (“RSUs”), rather than nonqualified stock options. These grants are made under the Company’s 2006 Long-Term Incentive Plan, as amended (the “2006 Plan”). The target value of each of the initial and annual non-employee director grants is $130,000 and is calculated based on the fair value of the shares underlying the RSUs on the date of grant. Each grant vests as to 33 1/3% of the RSUs each year on the anniversary of the date of grant, provided that the RSUs will become immediately exercisable in the event of a “change in control” of Health Net, as defined in the 2006 Plan. Upon vesting, the non-employee director will be entitled to receive the number of shares of Common Stock underlying the vested portion of the RSU grant. Each non-employee director may elect to defer the distribution of shares underlying the vested RSUs in accordance with deferral procedures established by the Company.

Certain of our directors have outstanding non-qualified stock option grants that were made pursuant to our Third Amended and Restated Non-Employee Director Stock Option Plan (the “NED Plan”). We no longer utilize this plan for grants to non-employee directors. The terms and conditions of the grants that were made to non-employee directors under the NED Plan are substantially the same as grants made under the 2006 Plan, except that the definition of “change in control” is different in the NED Plan.

Expenses.    We generally provide for, or reimburse the reasonable expenses of (including costs of travel and lodging), our directors incurred in connection with attending Board of Directors, committee and stockholder

meetings. We also reimburse directors for their reasonable expenses associated with attendance at other Heath Net-related business meetings and events. In addition, we invite our directors and their companions to attendevents, including the annual Health Net Board retreat, and generally reimburse the reasonable expenses of their companions’ travel and lodging.retreat. Health Net does not own its own aircraft and, as such, our directors generally use commercial air, rail or automobile transportation when traveling to Health Net-related business meetings. In addition, we also provide for, or reimburse the expenses of, the Chairman of the Board’s spouse, Erika Greaves, related to her attendance (including the costs of travel and lodging) at Celebration of Children and Heart & Soul meetings and events. Mrs. Greaves serves as a volunteer for Celebration of Children, which is a Health Net-sponsored charity program and for Heart & Soul, which is Health Net’s awards program for employees. In addition, weWe also reimburse the expenses of Mrs. Greaves when she accompanies Mr. Greaves to Health Net-related business meetings and events that are unrelated to Celebration of Children or Heart & Soul.

Deferred Compensation Plan for Directors.    Each non-employee director is eligible to participate in the Health Net, Inc. Deferred Compensation Plan for Directors (the “Director DC Plan”). Participants may elect to defer all or a portion of their cash retainers, meeting fees and certain other cash remuneration earned for services performed during the year. All amounts deferred under the Director DC Plan are vested amounts. The Director

DC Plan has been designed so that federal and state income tax on the monies deferred is not due until such time as the account balance is paid to a participant. Participants can elect distribution of their account balances from a given year while they are still serving on our Board or they can elect to have payments made to them in the event of their separation from service with us. Payments under the Director DC Plan can be made in a lump sum payment or as annual installments over a period of greater than two years and less than ten years. Deferred amounts are treated as having been invested in certain investment funds as elected by the participant and become the basis for determining the earnings on the participant’s deferral account. Ms. Fitzgerald and Mr.Messrs. Foley, Mancino and Willison have account balances under the Director DC Plan, and Ms. Fitzgerald isand Mr. Mancino are the only non-employee directordirectors who elected to defer compensation under the Director DC Plan during 2011.2012.

Stock Ownership Requirements.    Our Board of Directors has adopted stock ownership guidelines for non-employee directors. As of March 9, 2012, the guidelines requireddirectors that require non-employee directors to make good faith progress towards holding qualifying shareholdings with a value equal to or in excess of $300,000 (the “Director Ownership Threshold”). As of March 28, 2012,2013, each of Messrs. Foley, Greaves and Willisonour non-employee directors held qualifying shareholdingsshare holdings with a value equal to or in excess of the Director Ownership Threshold and the remainder of our non-employee directorsor are otherwise complying with the stock ownership guidelines as they makeby making good faith progress toward the Director Ownership Threshold.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Health Net, Inc. is a publicly traded managed care organization that delivers managed health care services through health plans and government-sponsored managed care plans. Our business requires a talented, motivated and capable leadership team. To that end, executive compensation plays a vital role in our ability to attract, retain and motivate top talent for continued business success.

This Compensation Discussion and Analysis (“CD&A” or “Compensation Discussion and Analysis”) discusses the compensation programs and policies in place for our named executive officers, as well as theour Board of Directors’ and Compensation Committee’s roleroles in the design and administration of these programs and policies and in making specific compensation decisions for our named executive officers. Our named executive officers for 2011 consist of the following executives:2012 are as follows:

Ms. Hefner was promoted from our Chief Customer Services Officer to our Senior Vice President, Customer and Technology Services on January 11, 2012. Unless otherwise indicated, information regarding Ms. Hefner’s compensation in this Compensation Discussion and Analysis reflects Ms. Hefner’s compensation following her promotion.

Executive Summary

The managed care industry is highly complex, currently experiencing unprecedented change and is facing a number of significant regulatory and marketplace challenges. Many of these changes and challenges are the result of federal health care reform legislation, as well as other federal and state legislation and regulation. Federal health care reform has had and will continue to have a significant impact on our business. In light of the uncertainty in our environment, we continue to be challenged in developing compensation programs and policies.

2011 PerformanceSummary of Elements of 2012 Executive Compensation

Health Net’s overall 2011 performance, including financial results, was strong. The following are highlights of our 2011 performance:

Retirement Plans		401(k) Plan, Nonqualified Deferred Compensation Plan, Nonqualified Defined Benefit Pension Plan		•    Provide tax-deferred methods for general savings, including for retirement •    Provide supplemental retirement income and measure of financial stability and security while building participant’s long-term commitment to us
Severance and Change in Control Benefits		Employment Agreements, Equity Award Agreements		•    Preserve productivity and retention in potentially disruptive restructure and/or change in control situations involving executive’s termination of employment
Limited Perquisites and Other Benefits		Financial Counseling Allowance, Relocation Benefits, Limited Housing Benefits, Group Life Insurance, Limited Car Allowances		•    Help executives to manage time and minimize distractions in order to maintain focus on business results

2012 Performance Highlights

Key Compensation Decisions and Tie to Our Performance

Key Compensation Decisions and Tie to Our Performance

Committee approved cash incentive awards after taking into account a variety of Company and individual performance factors, as further discussed under “—Analysis of Compensation During Fiscal 2011—Annual Performance-Based Incentive Cash Awards” below.

Highlights of our Compensation Program

received from the vesting, delivery or exercise of equity awards granted under our equity award plans until the total value of all of his or her qualifying shareholdings equals or exceeds an ownership threshold equal to a multiple of his or her annual base salary. “Net settled shares” generally refers to those shares that remain after payment of (i) the exercise price of stock options or purchase price of other awards, (ii) all applicable withholding taxes, and (iii) any applicable transaction costs.

Impact of 20112012 Advisory Vote on the Compensation of Named Executive Officers

In May 2011,2012, we provided stockholders an advisory vote to approve the compensation of our named executive officers (the “say-on-pay proposal”). At our 20112012 Annual Meeting of Stockholders, our stockholders approved the compensation of our named executive officers, with over 84%86% of the votes cast in favor of the

say-on-pay proposal. In evaluating our executive compensation program, the Compensation Committee considered the results of the say-on-pay proposal and numerous other factors, as discussed in this CD&A. While each of these factors informed the Compensation Committee’s decisions regarding the compensation of our named executive officers, the Compensation Committee generally did not implement significant changes to our 20112012 executive compensation program. However, as noted above, for our 2012 equity grants, we moved from a 50%-50% mix of stock options and service-based restricted stock units, to a mix of 75% of value in performance share units and 25% of value in service-based restricted stock units, in order to more closely align and tie the compensation of our named executive officers to the Company’s performance. The Compensation Committee will continue to monitor and assess our executive compensation program and consider the outcome of our say-on-pay votes when making future compensation decisions for our named executive officers.

What is the role of the Compensation Committee?

The Compensation Committee has the primary authority to structure our compensation programs and establish compensation levels for our executives, including our named executive officers; however, our Board approves final compensation decisions (including any grant of equity awards) with regard to our Chief Executive Officer and our second-highest paid executive. A detailed discussion of the Compensation Committee’s role and responsibilities can be found under the “Corporate Governance” section of this proxy statement.

What are the objectives of our executive officer compensation programs?

Managed care is a complex industry that faces regulatory and marketplace challenges, especially in light of the sweeping changes enacted and proposed under the federal health care reform legislation and other state and federal legislation.legislation and regulation. In light of the uncertainty in our environment, we continue to face challenges in developing compensation programs and policies. We have found that the pool of executives with the relevant industry experience and skills to provide effective leadership in this complex and uncertain health care environment is limited. Therefore, our compensation program must support our goal of attracting and retaining executive talent with the knowledge and leadership capability needed for us to operate successfully and to meet upcoming challenges and opportunities. Of equal importance, our compensation program must (i) motivate our executive officers to meet or exceed our short-term performance objectives and (ii) align the interests of our executives with those of our stockholders by rewarding our executives for results that create long-term stockholder value.

The objectives of our compensation program are to:include:

What are the elements of named executive officer compensation and why do we provide each element?

The major compensation elements for our named executive officers are:

Our use of each of these compensation elements varies among our executive officers, as described in detail in this Compensation Discussion and Analysis. We use each element of compensation to satisfy one or more of our compensation objectives, and each element is an integral part of and supports our overall compensation program. Consistent with our performance-based philosophy, we reserve the largest potential compensation awards for performance-based programs. Our long-term equity compensation program rewards sustained performance and financial growth while aligning the interests of our executive officers with those of our stockholders. Our annual performance-based incentive cash award program rewards short-term financial performance. Each of these elements helps us to attract and retain qualified and capable executive officers. The specific purposes of each element are identified in the descriptions that follow in this CD&A.

Base Salary.

Base salaries provide our named executive officers with a degree of financial certainty and stability, compensating them for performing their core job duties and recognizing individual achievements and contributions. The base salary for each of our named executive officers is set forth in their respective employment agreements and is subject to adjustment by the Board or the Compensation Committee (depending on the executive’s level). Further discussion regarding 20112012 base salary is presented below under the sections, “—How do we determine the amount for each element of executive officer compensation?” and “—Analysis of Compensation During Fiscal 2012.” For 2012, the Board and the Compensation Committee determined that no increases would be made to the base salaries of Messrs. Gellert, Woys and Capezza. In connection with her promotion to Senior Vice President, Customer and Technology Services, effective as of January 11, 2012, Ms. Hefner’s base salary was increased by approximately 19%, reflecting an annual merit increase to her base salary in acknowledgement of her overall contributions to the Company in 2011 and her promotion. Effective February 25, 2012, Mr. Tough received an annual merit increase of 3% to his base salary in acknowledgement of his overall contributions to the Company in 2011.”

Annual Performance-Based Incentive Cash Awards.

Annual performance-based incentive cash awards help to motivate our named executive officers to meet or exceed our short-term performance objectives. Each named executive officer’s employment agreement provides for eligibility to participate in our EOIP and a target bonus amount expressed as a percentage of base salary, and provides that such executive officer will have a maximum bonus opportunity equal to 200% of his or her target

bonus amount. In determining the target bonus amount for each named executive officer, our Compensation Committee considers themultiple factors, including market data provided by its independent compensation consultant, Semler, as described in the section, “How“—How do we determine the amount for each element of executive officer compensation?”

The EOIP is to be fully funded if we meet or exceed a pre-established performance threshold. For 2011,2012, we used 2012 Combined Western Region and Government Contracts PTI as ourthe performance measure for funding of the EOIP. This measure creates emphasis on operational performance, which supports the Company’s long-term financial growth and development and rewards the creation of value for our stockholders. If the pre-established funding threshold were met, then certain Company-wide performance factors and individual performance factors were alsoto be considered when determining the actual award amounts paid to EOIP participants. Under the EOIP, assessment of performance is based both onwhat is achieved andhow it is achieved. This structure helps to ensure that business goals are accomplished in a manner that is consistent with Health Net’s values. A description of the material terms of the EOIP can be found below in the section entitled “—Analysis of Compensation During Fiscal 2011—2012—Annual Performance-Based Incentive Cash Awards.” In 2011,2012, the Company exceededdid not meet the pre-established performance threshold, and thus, the EOIP was fullynot funded and annual cash bonuses under the EOIP were not paid to our named executive officers, as discussed in detail below under “—Analysis of Compensation During Fiscal 2011—2012—Annual Performance-Based Incentive Cash Awards.”

Long-Term Equity Incentive Compensation.

Annual grants of equity awards are intended to align the interests of our executive officers with those of our shareholders and link our named executive officers’ compensation to shareholder value.

Equity Grant Guidelines—General.    Each year, the Compensation Committee approves grant guidelines that provide a range of shares available for equity awardsgrant to all employees who are eligible to participate in our equity program, including our named

executive officers. GrantWhen developing grant guidelines for our named executive officers, take into considerationseveral factors are considered, including market median grant values at theand market mediantrends in equity grant guidelines based on competitive market data provided by Semler, and our targeted rate of share usage, or burn rate, as well as several other factors including participants’ salary grade levels in the organization, participation guidelines, remaining shares available for issuance under our equity plans, longer-term stock price trends and option valuations. The grant guidelines provide a range of shares available for grant to participants at each salary grade levelare designed to deliver competitive equity value to the eligible recipient population and ensure that we maintain our targeted burn rate, which the Compensation Committee approves each year. The Compensation Committee, in its discretion, may approve grant guidelines and equity awards that are below the market median in order to maintain our targeted burn rate.

Our targeted burn rate controlsattempts to control the rate of dilution for stockholders is competitive with industry practice and providesprovide a reasonable amount of value sharing with executives. We measure burn rate in stock option equivalents assuming a conversion factor for every full value share granted. Our historical dilutionnumber of diluted weighted average shares outstanding and rate of share usage over the past five years, as shown in the table below, illustrates our ability to maintain our rate of share usage at or nearbetween 2% and 2.5% of our outstanding Common Stock in recent years.

Stockholder Dilution From Stock Grants: Historic Rates of Usage at Health Net

20112012 Equity Grant Guidelines.    In determining ourDecember 2011, annual equity grant guidelines, the Compensation Committee reviewed market trends in equity grant guidelines based on the market median and considered the other factors discussed above.

In December 2010, the Compensation Committee made initial determinations with regard to the 2011our 2012 target burn rate cap for all equity grants to long-term incentive plan participants and the grant guidelines for 20112012 long-term incentive awards to our named executive officers. In making these determinations, the Compensation Committee assumed a $28.00$30.00 trading price for our common stock, which represented the approximate average closing price of our common stock over the prior 30 days. Under the 2011 grant guidelines, the Compensation Committee recommended grantingThe

median award values for our named executive officers long-term incentive awards with valuesin the grant guidelines recommended by the Compensation Committee were, on average, approximately 12%, on average,11% below the market median.median, and for Ms. Hefner, reflected her position at that time. The Compensation Committee recommended awarding grants below the market median in order to stay within our targeted burn rate. The Compensation Committee approved the 20112012 long-term incentive awards to our named executive officers on February 18, 2011,17, 2012, which was also the actual grant date of the 2011 awards.2012 awards, and such awards reflected Ms. Hefner’s new position. In connection with their review and approval of the 20112012 awards, the Compensation Committee considered that the trading price of our common stock had increased to $30.73$39.34 on the grant datedate. Based on input received from management and Semler, the Compensation Committee determined that the increase in our stock price between the date of their initial equity grant recommendations and the 2012 grant date did not warrant any changes to their initial recommendations. The Committee’s determination was based, in part, on its belief that the increase in stock price reflected recent volatility in the Company’s stock price, rather than a sustained long-term gain. The Committee also considered the fact that the Company’s stock price had been volatile in 2011 and early 2012. In addition, the Compensation Committee considered that 75% of the value of the equity grants previously recommended byawards would be in the Compensation Committee.form of performance share units, which could only be earned based on the Company’s achievement of pre-established financial performance criteria.

The actual grant date fair values of the long-term incentive awards granted to our named executive officers, including the value of such awards relative to the market median, are shown in the “2011“2012 Long-Term Equity Compensation” table below. For further discussion on how Semler determines the market median and how this data affected the Compensation Committee’s 20112012 compensation decisions, please see “—Competitive compensation analysis for fiscal 2011”2012” below.

Determinations Regarding Form and Mix of 20112012 Equity Awards.     In February 2011,January 2012, the Compensation Committee determined that long-term incentive grants consisting of stock optionsperformance share units and service-based restricted stock units both with service-based vesting, would be granted to our executives. The Compensation Committee believes thatchanged the mix of the long-term performance measures are difficult to predictincentive grants, which in our industry’s uncertain environment and therefore determined that2011 consisted of 50% of the value in the form of stock options and 50% of the value in the form of service-based restricted stock units, areto a mix of 75% of value in performance share units and 25% of value in service-based restricted stock units. The Compensation Committee determined that it was appropriate vehiclesto award a significant portion of the long-term incentive grants in the form of performance share units in order to closely tie the compensation of our named executive officers to the Company’s performance and to motivate executives to achieve optimal performance. The use of stock options with service-based vesting maintains our executives’ focus on activities that support value creation, while recognizing that the strategy and drivers of value may continue to change and evolve as the health care environment evolves. The Compensation Committee also believes that the use of restricted stock units with service-based vesting both supports retention objectives and motivates executives to increase value to our stockholders.

For 2011,2012, the Compensation Committee approved long-term equity incentive grants to our named executive officers with 50%75% of the value of the award in the form of stock optionsperformance share units and 50%25% of the value of the award in service-based restricted stock units. The stock options and the restricted stock units vest one-third per year over three years. The Compensation Committee changedyears, subject to the mix of equity incentive grants, which in 2010 consisted of 75% and 25%executive’s continued service through each vesting date. Differing percentages of the value inperformance share units were to “cliff” vest three years after the formgrant date depending upon the level of stock options“2012 PTI” (as defined below) attained by the Company. The performance share units would have been earned and restricted stockvested at 30% of each executive’s target number of shares if 2012 PTI equaled or exceeded $420 million, and 100% of each executive’s target number of shares if 2012 PTI equaled or exceeded $449 million. For this purpose, “2012 PTI” is the 2012 Combined Western Region and Government Contracts PTI, excluding profit and loss impact to the Company with respect to certain business ventures relating to the Company’s federal and state government programs. Because our 2012 Combined Western Region and Government Contracts PTI was $119 million, our 2012 PTI did not meet the $420 million threshold goal, and all 2012 performance share units respectively, to an even mix of stock options and restricted stock units in 2011 in response to increased uncertainty within our industry and as a method for supporting our retention objectives with regard to our named executive officers.were forfeited.

Retirement Plans.

Qualified defined contribution retirement plan—Health Net, Inc. 401(k) Savings Plan (“401(k) Plan”).We offer the 401(k) Plan to all of our eligible employees, including our named executive officers. The 401(k) Plan allows pre-tax salary deferral contributions of one to thirty percent (1% to 30%) of total eligible compensation up

to the Internal Revenue Service maximum limits, including any catch-up contributions for employees age 50 or older. We match one hundred percent (100%) of the first three percent (3%) of eligible compensation contributed by an employee to the 401(k) Plan and match an additional fifty percent (50%) of the next two percent (2%) of eligible compensation contributed by an employee. Effective January 1, 2006, we elected the “safe harbor” method of meeting certain non-discrimination requirements under the Code with respect to the 401(k) Plan. This means that pre-tax salary deferral contributions and safe harborAll matching contributions made under the 401(k) Plan automatically meet certain non-discrimination tests. The safe harbor requires that all matching contributions be immediatelyare one hundred percent (100%) vested.vested when made. Named executive officers may not elect Health Net, Inc. Common Stock as an investment option in the 401(k) Plan. Other than Mr. Tough, all of our named executive officers participated in the 401(k) Plan during 20112012 and each received matching contributions or matching contribution commitments of $9,800.$10,000.

Nonqualified voluntary deferred compensation plan—Health Net, Inc. Deferred Compensation Plan (“Deferred Compensation Plan”).    Our named executive officers and certain of our other management employees are eligible to defer certain compensation under the Deferred Compensation Plan, which permits personal savings beyond the IRS contribution limits on qualified plans and may provide certain tax benefits. The Compensation Committee believes the opportunity to defer compensation is a competitive benefit, enhancing our ability to attract and retain talented managers while building plan participants’ long-term commitment to Health Net. The return on the deferred amounts is linked to the performance of market-based investment choices made available to participants under the plan. None of our named executive officers elected to participate in the Deferred Compensation Plan in 2011.2012. A description of the material terms of the Deferred Compensation Plan can be found in this proxy statement under the section entitled “Nonqualified Deferred Compensation for 2011.2012.”

Nonqualified defined benefit pension plan—Health Net, Inc. Supplemental Executive Retirement Plan (“SERP”).    We maintain a nonqualified supplemental executive retirement program, which provides benefits to a very limited number of our executives with supplemental retirement income beyond the IRS contribution limits for qualified plans, affording participants a measure of financial stability and security and building the participants’ long-term commitment to Health Net. The Compensation Committee has been extremely selective in approving participants in the SERP. Messrs. Gellert and Woys are the only named executive officers who participate in the SERP. Messrs. Gellert and Woys are 100% vested in their accounts under the SERP. A description of the material terms of the SERP can be found under the table entitled “Pension Benefits for 2011.2012.”

Severance and Change in Control Benefits.

We have entered into employment agreements with each of our named executive officers, pursuant to which they generally are eligible for severance and change in control benefits from Health Net. The severance and change in control payments and benefits provided under the employment agreements are independent of other elements of compensation. The performance share units granted to our named executive officers in 2012 would have become fully vested upon a change in control at a level assuming the achievement of target performance. However, these performance share units were subsequently forfeited because the Company did not achieve certain pre-established performance metrics. Our other outstanding equity awards provide for accelerated vesting upon the occurrence of both a change in control and involuntary termination of employment by the acquirer or by the executive under the definition of “good reason” within two years of such change in control. A description of the material terms of our severance and change in control arrangements can be found later in this proxy statement under the section entitled “Severance and Change in Control Arrangements.”

The Compensation Committee believes that employment agreements with our named executive officers benefit Health Net by clarifying the terms of their employment and ensuring that we are protected by non-solicitation, non-disclosure and reimbursement of sign-on/engagement bonuscompensation recovery provisions. The Compensation Committee believes that severance and change in control benefits are necessary to attract and retain senior talent in the managed care industry, which protects the interests of our stockholders. Our agreementsseverance and change in control arrangements are designed to attract key employees, preserve employee morale and productivity and encourage retention in the face of the potentially disruptive impact of internal restructuring activities or an actual or potential change in control. TheseIn addition, these benefits allow executives to assess takeover bids objectively without regard to the potential impact on their own job security. We do not permit tax gross-up payments under Section 280G of the Code on severance and change in control pay for any person who became an executive officer after 2007.

Messrs. Gellert and Woys are the only named executive officers that are entitled to such gross-up payments, which are provided for in each of their long-standing employment agreements. However, as indicated in the table entitled “Potential Payments Upon Change in Control or Termination”, neither executive would trigger excise tax or related tax gross-up payments upon a change in control, assuming a change in control occurred on December 31, 2012.

The Compensation Committee periodically reviews payments, benefit levels and the estimated costs related to suchour severance and change in control arrangements in order to ensure that thesuch arrangements continue to serve Health Net’s and our stockholders’ best interests in retaining key executives.

Limited Perquisites and otherOther Personal Benefits.

General.    We provide our named executive officers with various perquisites and personal benefits, which serve as an important recruiting and retention tool.tools.

We generally do not permit tax gross-up payments in connection with perquisites provided to executive officers, except pursuant to certain Company-wide policies which are limited in nature. Under our Company-wide relocation policy,Relocation Policy, we provide tax gross-up payments with respect to standard relocation benefits. Under our Company-wide policy relating to spousal travel, we also provide tax gross-up payments relating to spousal travel for limited Company-sponsored events, which typically include sales and broker events that serve as an important part of our business. The Compensation Committee determined it is appropriate to continue to provide tax gross-up payments with respect to these perquisites, to the extent permitted by applicable tax law, because such tax gross-up payments serve an important recruiting and retention function and are broad-based benefits provided to all employees and are not limited to our executive officers.

Financial Counseling.    All named executive officers are entitled to reimbursement of $5,000 per year for costs incurred for personal financial counseling services, including tax preparation, estate and/or tax planning. We provide these benefits to assist our named executive officers to efficiently manage their time and financial affairs, minimize distractions and maintain focus on business issues.

Relocation Benefits/Engagement Bonuses.    In order to prevent geographic restrictions on our recruitment and hiring opportunities, we periodically provide new hires with relocation benefits and/or engagement bonuses. All of our exempt professional employees, including our named executive officers, are eligible to receive relocation benefits as part of our relocation policy when it is determined that relocation is desired and/or required due to the specific circumstances of the assignment. In addition, under our relocation policy, we provide additional tax gross-up amountspayments for income taxes paid in connection with this benefit. Our relocation policy does not compensate participants for any loss on the sale of their homes.

None of Ms. Hefner is our only named executive officers were relocated or hired in 2011 and, therefore, noneofficer who received relocation benefits or engagement bonusesand a related tax gross-up payment in 2011.2012. See the tables entitled “Summary Compensation Table” and “All Other Compensation Table” for additional detail and quantification of these benefits.

Housing Allowance.    We provide corporate housing to Mr. Gellert as partpursuant to the terms of his long-standing employment agreement, from 1997.as described in the “All Other Compensation Table.” This permits him to reside close to our corporate headquarters in Woodland Hills and perform his daily duties as our Chief Executive Officer while he continues to maintain his personal residence in the San Francisco area.

Life Insurance.    We provide Company-paid group term life insurance pursuant to a broad-based plan to all of our eligible employees, including our named executive officers, in an amount equal to one times base salary. All of our eligible employees, including our named executive officers, may purchase additional life insurance for themselves and/or their dependents at their own expense.

Automobile Allowance or Company Car.    Although our automobile allowance program was terminated in 2003 after a review of market practices, and as a cost-cutting measure, individuals participating in the program at

the time of its termination, including Messrs. Gellert and Woys and Sell,Ms. Hefner, were “grandfathered” under the program and continue to receive this benefit. During 2011,2012, Mr. Gellert was provided with a Company car in lieu of a cash automobile allowance and Messrs.Mr. Woys and SellMs. Hefner received a monthly automobile allowance, as further described in the “Summary Compensation Table.”Table” and “All Other Compensation” table.

Physical ExamsExams..    All named executive officers are required, on an annual basis, to undergo a physical examination. We reimburse the executive for any out-of-pocket expenses relating to the physical examination that are not otherwise covered by the executive’s health insurance plan. The purpose of this policy is to ensure proactive health management for our executive officers.

The perquisites and other personal benefits described above are disclosed and quantified in the “Summary Compensation Table” and “All Other Compensation Table” and described in the “Narrative to Summary Compensation Table and Plan-Based Awards Table” in this proxy statement.

Compensation Recovery Policy.

We have a Compensation Recovery Policy, which generally provides for the recovery of cash- or equity-based incentive compensation and profits realized from the sale of securities (collectively, “Incentive Compensation”) from our current executive officers (and certain other employees identified by our Board from time to time) following a “recoverable event.” A “recoverable event” generally means a covered employee’s engagement in (i) fraudulent, intentional, willful or grossly negligent misconduct that ultimately results in our being required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under U.S. federalFederal securities laws, or (ii) a covered employee’s engagement in conduct that constitutes “cause” under the covered employee’s employment agreement. In the event the Board determines that a recoverable event has occurred, the Compensation Committee, in its sole discretion, may recover from the covered employee any or all Incentive Compensation granted to, paid or payable to, or received or realized by, the covered employee during (i) the twelve (12) month period following the date of the first public disclosure of restated financials, if the recoverable event is triggered by an accounting restatement (as described above),financial document embodying the financial reporting requirement with respect to which we were required to restate, or (ii) the twelve (12) month period following the initial occurrence of conduct constituting “cause.”

The Company intends to update the Compensation Recovery Policy from time to time as may be required by applicable law, including any rules that may be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

How do we determine the amount for each element of executive officer compensation?

We believe the levels of compensation we provide should be competitive, reasonable and appropriate for our business needs and circumstances. The Board and the Compensation Committee use comparative market data as a guide in reviewing and determining base salaries, annual performance-based incentive cash awards and long-term equity incentive compensation, as discussed below. The Board and the Compensation Committee also consider our target total direct compensation (consisting of base salaries, target annual performance-based short-term cash incentive awards and target long-term incentive compensation) inwhen making compensation determinations with respect to each component of compensation. The Board’s and the Compensation Committee’s approach each year is to consider competitive compensation practices and relevant factors rather than establishing compensation at specific benchmark percentiles. This enables us to respond to dynamics in the labor market and provides us with flexibility in maintaining and enhancing our executive officers’ engagement, focus, motivation and enthusiasm for our future.

TheIn addition to the factors described in the paragraph above, the Board and the Compensation Committee, as applicable, determine the compensation levels for our named executive officers on an annual basis by considering numerous factors, including:including the following:

We do not have a pre-defined framework that determines which of these factors may be more or less important, and the emphasis placed on specific factors may vary among the executives. Ultimately, it is the judgment of the Compensation Committee, with input from theour Chief Executive Officer, Chief Operating Officer and/or Senior Vice President, Organization Effectiveness, as applicable, that determines compensation for our named executive officers other than our Chief Executive Officer and our second-highest paid executive officer. The Compensation Committee recommends the compensation for our Chief Executive Officer and our second-highest paid executive to the independent members our Board, which is required to approve the compensation of our Chief Executive Officer and our second-highest paid executive. The compensation recommendations for the second-highest paid executive also include input from our Chief Executive Officer.

As indicated above, while the Board and the Compensation Committee use the market median data as one factor in making their respective compensation determinations, neither relies solely on market data to make these decisions. Further, as stated below, based on input received from the Compensation Committee’s independent compensation consultant, the Board and the Compensation Committee use market data from our “modeled peer group” to address consolidation in our industry and inconsistencies among our traditional peer group companies. For further discussion on how Semler determines the market mediandata provided by Semler and how this data affected the Board’s and the Compensation Committee’s 20112012 compensation decisions, please see “—Competitive compensation analysis for fiscal 2011”2012” below.

Emphasis on long-term, performance-based compensation.    Consistent with our philosophy to align total compensation paid to the named executive officers with long-term stockholder interests, the Board and the Compensation Committee endeavor to set target total direct compensation such that more than half of our executive officers’ annual compensation is in the form of long-term equity, rather than cash, and is oriented to rewarding longer-term performance, as opposed to annual performance.

The 2011 mixfollowing table reflects the actual 2012 compensation of compensation paid to our President and Chief Executive Officer and the average mix of compensation paid to all of our other named executive officers (excluding our President and Chief Executive Officer) as a group is reflected below. Values used in determining the pay mix represent base salaries in effect as of December 31, 2011, actual annual incentive cash awards based on 2011 performance and actual long-term equity award values granted in February 2011, which were calculated as described in the notes to the “2011 Long-Term Equity Compensation” table below.group.

2011 Health Net2012 Compensation Pay Mix

President & Chief Executive Officer

		Actual(1)
		Amount				Percentage of Total Compensation
President and Chief Executive Officer
Base Salary		$	1,200,000				13	%
Annual Cash Incentive Award			0				0	%
Long-Term Equity Compensation			7,867,800				87	%
Total		$	9,067,800				100	%
All Other Named Executive Officers (Excluding President and Chief Executive Officer)
Base Salary		$	2,378,926				23	%
Annual Cash Incentive Award			0				0	%
Long-Term Equity Compensation			8,084,164				77	%
Total		$	10,463,090				100	%

Average Pay Mix for All Other Named Executive Officers

(1)

Values used in determining the actual pay mix represent base salaries in effect as of December 31, 2012, actual annual incentive cash awards based on 2012 performance and actual long-term equity award values granted in 2012, which were calculated as described in the notes to the “2012 Long-Term Incentive Compensation” table below.

Consultants and advisors.    Since May 2007, Semler has been the Compensation Committee has used Semler exclusively as itsCommittee’s exclusive independent compensation consultant, andconsultant. During that time, Semler has provided services to the Compensation Committee primarily related to executive compensation and services to the Governance Committee related to director compensation. Semler did not provide any other services to Health Net in 2011.2012.

The Compensation Committee has the sole authority, as it deems appropriate, to retain or terminate the compensation consultant in order to assist the Compensation Committee in carrying out its responsibilities. The Compensation Committee’s authority also includes sole authority to approveoversee and determine the compensation consultant’s feesand independence of the compensation consultant and other retention terms that relate to the compensation consultant’s work. The compensation consultant reports directly and exclusively to the Compensation Committee with respect to executive compensation matters.

During 2011,2012, Semler provided the following services to the Compensation Committee:

The Governance Committee has the sole authority, as it deems appropriate, to retain or terminate Semler in order to assist the Governance Committee in carrying out its responsibilities with respect to non-employee director compensation. With respect to non-employee director compensation matters, Semler reports directly and exclusively to the Governance Committee, and the Governance Committee has the sole authority to approve Semler’s fees and other retention terms that relate to their work.

During 2011,2012, Semler provided the following services to the Governance Committee with regards to non-employee director compensation:

Competitive compensation analysis for fiscal 2011.2012.

Although the Board and the Compensation Committee use data from a traditional “peer group” of companies in the health care industry to help determine compensation for our named executive officers, the health care companies in our traditional peer group are not similar to us in size, revenue, market position and other factors. Therefore, as recommended by Semler, the Board and the Compensation Committee also utilized several other sources of data to perform competitive compensation analysis for fiscal year 2011.2012 in order to develop a complete and comprehensive comparison to peer companies.

In October 2010,2011, Semler provided the Compensation Committee with a market overview approach to competitive compensation analysis that considered four data sources: (i) thea “modeled peer group,” comprised of general industry survey data adjusted for the historical relationship with the Company’s peer group over the last five years;years and using regressions to establish scope consistent with our revenue; (ii) “managed care and general industry” survey data developed by Mercer, and Towers Watson and Equilar, which includes both public and private managed care companies; (iii) a “cost of management” analysismanagement analysis” that provides information about what other companies are paying by pay rank and in aggregate for their top positions; and (iv) “traditional peer group” proxy data as reported for the top five executives. This approach was approved by the Compensation Committee as a way to address the consolidation in our industry as well as inconsistencies (size, market position, revenue, etc.) among our traditional peer group companies. TheAs recommended by Semler, the Compensation Committee reliesrelied primarily on the

modeled “modeled peer groupgroup” data and secondarily on the “cost of management analysis” and “traditional peer group” proxy data in determining the compensation of our named executive officers in 2012, other than Ms. Hefner. Because Ms. Hefner’s post-promotion position as Senior Vice President, Customer and secondarilyTechnology Services represents a hybrid job for which limited market data is available, the Compensation Committee considered available internal comparable compensation data in determining Ms. Hefner’s post-promotion compensation. When comparing Ms. Hefner’s compensation to the “50^th percentile of market” in this Compensation Discussion and Analysis, we have used a market match based on the “cost of management” analysis and “traditionalfifth highest paid executive officer within the modeled peer group” proxy data.group. The “managed care and general industry” survey data was not utilized in making determinations regarding our 20112012 named executive officers’ compensation, but was utilized in determining the 20112012 compensation of certain of our other employees. All references to “market data” or the “50^th percentile of market” in this CD&A are references to data derived from the “modeled peer group” survey.

In October 2010,2011, Semler advised that our named executive officers’ 2010 base salaries and2012 total targeted cashtarget direct compensation, for 2011 werewhich reflected Ms. Hefner’s position at the time, was generally consistent with the market median and our target long-term incentive compensation for 2011 was within the “competitive range,” which for purposes of this Compensation Discussion and Analysis we consider to be between 90% and 110% of the 50^th percentile of market. Market data obtained for purposes of competitive compensation analysis was only one factor used in determining 20112012 compensation for our named executive officers. Other factors are described in the section “—How do we determine the amount of each element of executive officer compensation?”

Details concerning the surveys used are summarized below:

Management involvement in compensation decisions.    In addition to market and other factors, the Board and the Compensation Committee consider input from our Chief Executive Officer, Chief Operating Officer and/or Senior Vice President, Organization Effectiveness, as applicable, in making their respective decisions regarding the compensation of the other named executive officers.

In the fourth quarter of each calendar year, the Board reviews and approves Company and business unit plans for the upcoming calendar year. The Compensation Committee subsequently reviews and approves Company and individual performance factors for the named executive officers no later than March 31^st of the performance year. These factors are subjective factors, with no single factor to be determinative, and may be used in sum or in part by the Board and the Compensation Committee to reduce our executive officer’s bonus awards under the EOIP. In the first quarter following the performance year, our Chief Executive Officer, in partnership with our Chief Financial Officer, Chief Operating Officer and our Senior Vice President, Organization Effectiveness, conductsconduct a formal assessment (including obtaining individual self-assessments) of each named executive officer’s performance, including with respect to the Company and individual performance factors.factors developed for use in connection with our annual incentive cash award program. For additional detail on how our annual performance-based incentive cash awards are determined, see “—Analysis of Compensation During Fiscal 2012—Annual Performance-Based Incentive Cash Awards” below. Our Chief Executive Officer then provides the Compensation Committee with his assessment of the

Company’s performance during the performance year and the performanceresults of the formal assessment of the other named executive officers, and provides recommendations for each named executive officer’s compensation, including salary adjustments, bonus payouts and equity grants, based on this assessment.these assessments. The Compensation Committee uses these assessments and recommendations as a basis for its compensation decisions regarding our named executive officers and for its recommendation with regard to the compensation of our second-highest paid executive, which then must be approved by the non-management members of the Board.

The evaluation of our Chief Executive Officer is a formal process whereby all members of our Board have the opportunity to provide input. The performance evaluation ofinput on our Chief Executive Officer includes assessment of Company and individualOfficer’s performance, factors, which are intendedincluding with regard to be subjective factors, with no single factor to be determinative.applicable performance factors. Our Chief Executive Officer provides a self-assessment to the non-management members of the Board each year, and each such Board member is then asked to evaluate hisour Chief Executive Officer’s achievements. The individual non-management Board members’ evaluations are consolidated and sent back to each non-management Board member. The Compensation Committee uses this consolidated feedback as a basis for its recommendation with regard to the compensation of our Chief Executive Officer, including salary adjustments, bonus payouts and equity grants, which then must be approved by the Board. For additional detail on hownon-management members of the annual performance-based cash awards are determined based on these evaluations and recommendations, see “—Analysis of Compensation During Fiscal 2011—Annual Performance-Based Incentive Cash Awards” below.Board.

Analysis of Compensation During Fiscal 2011.2012.

General.    In 2011,2012, we provided our named executive officers with base salaries and target annual short-term incentive opportunities that were closeranged from 91% to 115% of the 50^th percentile of the market,market. In 2012, we provided our named executive officers with some base salaries and target annual short-term incentive opportunities falling above or belowunder our EOIP that ranged from 73% to 121% of the 50^th percentile.percentile of the market. As discussed in further detail below, no payments were actually made to our named executive officers under our EOIP in 2012 because the Company did not achieve certain pre-established performance criteria relating to 2012 performance. Consistent with our objectives of linking executive pay with performance and aligning the interests of our executives with those of our stockholders, we continued our practice of placing an emphasis on long-term incentive awards, which comprised approximately 64%87% of actual total direct compensation for our President and Chief Executive Officer and approximately 58%77%, on average, for our other named executive officers as a group in 2011.2012. For 2011,2012, the grant date fair value of our actual long-term incentive awards were generally belowranged from 103% to 178% of the 50^th percentile of the market, asmarket. As discussed in further detail below.below, the performance share units granted to our named executive officers in 2012 were subsequently forfeited because the Company did not achieve certain pre-established performance metrics relating to 2012 performance.

Base Salary.    The table below shows the base salary, approved by the Compensation Committee in 2011 for each of the named executive officers as well as the market positions of the base salaries.salaries, for each of the named executive officers as of December 31, 2011 and December 31, 2012.

20112012 Base Salary Review

(2)	Mr. Gellert’s base compensation of $1,200,000 at December 31, 2011 was above the 50th percentile of market of $1,020,000$1,045,000 for his position and above the competitive range. Therefore,range for his position. Mr. Gellert did not receive a base salary increase in 2011.2012.

Annual Performance-Based Incentive Cash Awards.    Under the EOIP, the target incentive opportunity forFor each of our named executive officers other than Ms. Hefner, the executive’s target incentive opportunity as a percentage of base salary remained the same in 2011,2012, as compared to 2010.2011. In connection with her promotion to Senior Vice President, Customer and Technology Services, Ms. Hefner’s target incentive opportunity as a percentage of her base salary was increased from 50% to 80%, effective for the 2012 fiscal year. The table below shows our 20112012 target annual incentive cash award opportunities and positions relative to the 50^th percentile of the market.

20112012 Target Annual Incentive Cash Award Opportunity

For the 2011 EOIP bonuses, the Compensation Committee approved funding the EOIP at 200% of each participant’s target bonus if the Company’s 2011 Combined Western Region and Government Contracts PTI met

or exceeded a pre-established performance threshold of $420 million. Our actual 2011 Combined Western Region and Government Contracts PTI was $449.7 million, which exceeded the pre-established performance threshold, and therefore, the 2011 EOIP was funded at 200% of each participant’s target bonus. The Compensation Committee exercised downward discretion to determine the actual bonuses payable to our named executive officers, and each executive officer’s actual bonus was calculated by multiplying the executive officer’s target bonus payment by a Company Performance Score and an Individual Performance Score, as discussed further below.

To determine the Company Performance Score, Mr. Gellert reviewed a number of Company-wide performance factors (the “Company Performance Factors”), including 2011 Combined Western Region and Government Contracts PTI, and recommended a Company Performance Score to the Compensation Committee. The Compensation Committee then made a final determination, in its sole and absolute discretion, as to the Company Performance Score after considering Mr. Gellert’s recommendation and reviewing the Company’s performance in 2011, including with respect to the Company Performance Factors. The Company Performance Factors for 2011 included Western Region Operations year-end total medical membership; Combined Western Region Operations and Government Contracts Segment revenues; Western Region Operations total medical care ratio, or MCR; Government Contracts Ratio; Western Region Operations general & administrative expense ratio; Combined Western Region Operations and Government Contracts PTI; earnings per share, or EPS as determined in accordance with U.S. generally accepted accounting principles; Combined Western Region Operations and Government Contracts EPS and PTI margin. None of the Company Performance Factors carried any weight, was expressed as a targeted amount or was expressed as a specific percentage of a named executive officer’s target bonus. The Compensation Committee determined the final 2011 EOIP Company Performance Score to be 100%. For additional information regarding the Company Performance Factors for 2011, see our Annual Reports on Form 10-K for the years ended December 31, 2010 and 2011, including the financial statements included therein and the footnotes related thereto. In addition, Combined Western Region Operations and Government Contracts EPS is determined by summing Western Region Operations EPS and Government Contracts EPS. Combined Western Region Operations and Government Contracts PTI margin is determined by summing Western Region Operations PTI margin and Government Contracts PTI margin.

To determine the Individual Performance Scores, Mr. Gellert presented to the Compensation Committee performance evaluations for each of the named executive officers, as well as a self-evaluation of his own performance for 2011. Mr. Gellert’s evaluations included an assessment of the individuals’ performance with respect to the Company Performance Factors and certain individual performance factors, including leadership, talent development, succession planning, regulatory compliance, successful transition of our Northeast business, improved organizational climate and successful responses to changing market conditions, including, but not limited to health care reform, to ensure the Company is well positioned for 2012 and beyond (the “Individual Performance Factors”). None of the Individual Performance Factors carried any weight, was expressed as a targeted amount or was expressed as a specific percentage of a named executive officer’s target bonus. Mr. Gellert recommended to the Compensation Committee that Messrs. Woys, Tough and Sell each receive an Individual Performance Score of 95%, reflecting a reduction of each executive’s score by 5%, and that Mr. Capezza receive an Individual Performance Score of 90%, reflecting a reduction of 10% for Mr. Capezza. All reductions to Individual Performance Scores were recommended as a result of organizational climate scores attained by such executives as measured by our no annual associate survey results and reflect reductions from a target Individual Performance Score of 100% for each executive.

The Compensation Committee then made a final determination, in its sole and absolute discretion, as to the Individual Performance Score for each named executive officer after considering Mr. Gellert’s recommendation, reviewing the individual’s performance with respect to the Company Performance Factors and the Individual Performance Factors, and considering its own observations and assessments of our named executive officers and Health Net’s performance. None of the Company Performance Factors or the Individual Performance Factors carried any weight, was expressed as a targeted amount or was expressed as a specific percentage of a named executive officer’s target bonus, and all of these factors were subjective with no single factor to be determinative. The Compensation Committee approved and, in the case of Mr. Gellert and Mr. Woys (our second-highest paid

executive), recommended to the Board for approval, an Individual Performance Score of 95% for Messrs. Gellert, Woys, Tough and Sell and an Individual Performance Score of 90% for Mr. Capezza. The Board approved the Individual Performance Scores for Mr. Gellert and Mr. Woys as recommended by the Compensation Committee.

Total Cash Compensation (base salary plus actual annual performance-based incentive cash awards paid).     Actual total cash compensation as of December 31, 2011 was within the competitive range for Messrs. Gellert, Woys and Tough. Actual total cash compensation for Mr. Capezza was below the competitive range as a result of his actual 2011 annual cash incentive award being less than his target award and his target bonus amount, 80% of base salary, being below the market median of 100% of base salary but appropriate given his respective scope relative to other peers within our organization. Mr. Sell’s actual total cash compensation was slightly below the competitive range due to his actual 2011 annual cash incentive award being less than his target award. Other factors that the Compensation Committee considers when determining compensation levels for our named executive officers are listed under the section, “—How do we determine the amount for each element of executive officer compensation?” in this CD&A.

2011 Actual Total Cash Compensation as of December 31, 2011

incentive compensation above the market median of 100% of base salary, but appropriate given his respective scope relative to other peers within our organization. Mr. Tough’s total direct compensation is belowand the market median, primarily as a resultcompetitive range. However, all of the value of his actual 2011 equity award being belowperformance share units granted to our named executive officers in 2012 were subsequently forfeited because the competitive range, but appropriate given his job scope comparedCompany did not achieve certain pre-established performance metrics relating to that of the market match for his position.

2011 Actual Total Direct2012 Long-Term Equity Compensation⁽¹⁾

Total Direct Compensation.    The actual total direct compensation in 2012 ranged from 76% to 118% of the 50^th percentile of market. Actual total direct compensation for Messrs. Gellert and Woys was within the competitive range. Messrs. Capezza and Tough had actual total direct compensation below the competitive range, primarily because each of their base salaries is below the market median and none of our named executive officers received an annual cash bonus payment under the EOIP in 2012 because the Company did not achieve certain pre-established performance criteria relating to 2012 performance. Ms. Hefner’s actual total direct compensation in 2012 was above the competitive range as it reflects her promotion. In addition, as noted above, each of the named executive officers received long-term equity incentive compensation in 2012 consisting of 75% of value in performance share units and 25% of value in service-based restricted stock units. However, all of the performance share units granted to our named executive officers in 2012 were subsequently forfeited as a result of the Company’s failure to attain certain pre-established performance metrics relating to 2012 performance.

2012 Actual Total Direct Compensation