Form 4: Molina Healthcare CEO Joseph Zubretsky Reports Stock Transactions
SEC Form 4 Filing
Molina Healthcare's CEO, Joseph Zubretsky, reports acquisition and disposal of company stock related to performance stock units and restricted stock grants.
Summary
- Joseph M. Zubretsky, the President & CEO of Molina Healthcare, Inc., filed a Form 4 detailing changes in his beneficial ownership of the company's stock.
- On March 1, 2025, Zubretsky acquired 42,996 shares of common stock at $301.12 per share, issued in settlement of performance stock units granted on March 1, 2022.
- These performance stock units vested at the 149% level based on the company's three-year average adjusted earnings per share.
- Also on March 1, 2025, Zubretsky disposed of 19,993 shares and 9,036 shares at $301.12 per share to cover withholding taxes related to the vesting of performance stock units and other shares.
- Additionally, Zubretsky acquired 22,491 shares of restricted stock under the company's 2019 Equity Incentive Plan at a volume-weighted average price (VWAP) of $288.12.
- These restricted shares will vest in one-third increments on March 1, 2026, March 1, 2027, and March 1, 2028.
- Following these transactions, Zubretsky beneficially owns 386,410 shares of Molina Healthcare common stock.
- The filing also includes a Limited Power of Attorney, effective October 9, 2017, authorizing Jeff D. Barlow and Codruta Boggs to execute and file Forms 3, 4, and 5 on Zubretsky's behalf.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive due to the vesting of performance stock units above target, indicating strong company performance. The grant of restricted stock also signals a long-term commitment from the CEO. However, the disposal of shares for tax purposes is neutral.
Positives
- The vesting of performance stock units at 149% suggests the company exceeded its performance targets, which is a positive indicator.
- The grant of restricted stock to the CEO aligns his interests with those of the shareholders and incentivizes long-term value creation.
Future Outlook
The vesting schedule of the restricted stock indicates a multi-year commitment by the CEO, with vesting occurring on March 1st of 2026, 2027 and 2028.
Industry Context
Form 4 filings are routine disclosures required by the SEC to provide transparency into the transactions of company insiders, allowing investors to monitor management's alignment with shareholder interests.
Stakeholder Impact
- Shareholders may view the vesting of performance stock units above target as a positive sign of company performance.
- The CEO's acquisition of restricted stock aligns his interests with those of shareholders, potentially increasing investor confidence.
Key Dates
| Date | Description |
|---|---|
| 2017-10-09 | Date of Limited Power of Attorney execution. |
| 2022-03-01 | Date of grant for performance stock units. |
| 2025-02-28 | Closing price of Issuer's common stock. |
| 2025-03-01 | Date of stock transactions (acquisition and disposal) and restricted stock grant. |
| 2025-03-04 | Date of Form 4 filing. |
| 2026-03-01 | First vesting date for a portion of the restricted stock. |
| 2027-03-01 | Second vesting date for a portion of the restricted stock. |
| 2028-03-01 | Third vesting date for a portion of the restricted stock. |
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