Form 4: Molina Healthcare Chief Legal Officer Reports Stock Transactions
Summary
- On March 1, 2024, Jeff D. Barlow, Chief Legal Officer of Molina Healthcare, engaged in several transactions involving the company's common stock.
- Barlow acquired 11,473 shares at $387.21 per share as settlement of performance stock units that vested at 170% achievement level based on the company's adjusted net income per share over three fiscal years.
- He also acquired 3,306 restricted stock shares under the 2019 Equity Incentive Plan at $387.21 per share.
- Additionally, 6,133 shares were disposed of to cover withholding taxes related to the vesting of performance stock units, and 2,205 shares were disposed of for withholding taxes related to the vesting of 4,137 shares.
- Following these transactions, Barlow beneficially owns 71,419 shares of Molina Healthcare common stock.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive due to the vesting of performance stock units at a high achievement level, indicating strong company performance. The grant of restricted stock is also a positive sign. However, the disposal of shares for tax withholding tempers the overall sentiment.
Positives
- The vesting of performance stock units at 170% suggests strong performance by Molina Healthcare, exceeding initial targets.
- The grant of restricted stock indicates a continued investment in and incentivization of key executives like the Chief Legal Officer.
Negatives
- The disposal of shares to cover withholding taxes, while standard, reduces the executive's overall stake in the company.
Future Outlook
The 3,306 newly granted restricted stock shares will vest in one-third increments on March 1, 2025, March 1, 2026, and March 1, 2027; 2,636 shares shall vest on March 1, 2025; 1,461 shares shall vest on March 1, 2026.
Industry Context
Executive stock transactions are a common occurrence in publicly traded companies, providing insights into management's alignment with shareholder interests and the company's performance.
Comparison to Industry Standards
- Executive compensation packages, including performance stock units and restricted stock grants, are standard practice among publicly traded healthcare companies like UnitedHealth Group, Anthem (Elevance Health), and Cigna.
- The vesting schedules and performance metrics used by Molina Healthcare are likely benchmarked against industry peers to attract and retain top talent.
- The level of stock ownership by executives is also a key metric compared to industry averages to assess alignment with shareholder value creation.
Stakeholder Impact
- Shareholders may view the vesting of performance stock units at a high achievement level as a positive indicator of company performance.
- Employees may be motivated by the company's success and the incentivization of key executives.
- The transactions have no direct impact on customers, suppliers, or creditors.
Key Dates
- 03/01/2021: Date of grant for performance stock units that vested based on performance over the three fiscal years of 2021, 2022, and 2023.
- 03/01/2024: Date of stock transactions: acquisition of shares from performance stock units and restricted stock, and disposal of shares for tax withholding.
- 03/01/2025: First vesting date for one-third of the 3,306 newly granted restricted stock shares, and vesting date for 2,636 additional shares.
- 03/01/2026: Second vesting date for one-third of the 3,306 newly granted restricted stock shares, and vesting date for 1,461 additional shares.
- 03/01/2027: Final vesting date for one-third of the 3,306 newly granted restricted stock shares.
- 03/05/2024: Date of signature for the Form 4 filing.
Keywords
Filings with Classifications
Quarterly Report
- The Medical Care Ratio (MCR) increased from 88.5% to 89.2%, indicating higher medical costs than the previous year.
- Net income decreased from $301 million to $298 million, a slight decline in profitability.
Contract Announcement
- The document mentions a potential delay in the start date for the contract as a risk factor.
Proxy Statement
- The new contract was originally scheduled to commence on July 1, 2025; however, due to ongoing procurement protests, we now anticipate implementation beginning on July 1, 2026.
Proxy Statement
- The Company achieved adjusted net income per diluted share of $22.65, representing a 2024 adjusted net income of $1,308 million, falling short of the Company's initial 2024 earnings guidance.
SEC Form 4
- The vesting of performance stock units at 149% of target suggests the company exceeded its performance goals.
SEC Form 4 Filing
- The performance stock units vested at 149%, indicating the company exceeded its performance targets.
SEC Form 4 Filing
- The performance stock units vested at 149%, indicating the company exceeded its performance targets.
Annual Results
- The Georgia Medicaid contract implementation is now anticipated to begin on July 1, 2026, due to ongoing procurement protests, instead of the originally scheduled date of July 1, 2025.
Earnings Release
- The company's full year 2024 GAAP net income increased by 9% year-over-year.
- The company's full year 2024 adjusted net income increased by 8% year-over-year.
- The Marketplace MCR for the full year 2024 was 75.4%, better than the company's expectations.
Contract Announcement
- The initial notice of intent to award the Michigan contract was cancelled, indicating a potential for delays in the contract award process.
Debt Offering Announcement
- Molina Healthcare completed a private offering of $750 million in senior notes.
- The net proceeds of approximately $740 million will be used for general corporate purposes.
Debt Offering Announcement
- Molina Healthcare is raising $750 million through a private offering of senior notes.
- The net proceeds are estimated to be approximately $740 million after deducting fees and expenses.
Debt Offering Announcement
- Molina Healthcare intends to privately offer $500 million aggregate principal amount of senior notes due 2033.
- The notes will be sold to qualified institutional buyers and certain persons outside the United States.
- The company plans to use the net proceeds for general corporate purposes.
Current Report
- The cancellation of the initial contract award is worse than expected for Molina Healthcare as it introduces uncertainty and requires additional effort to re-bid.
Current Report
- The contract commencement has been delayed to January 1, 2026, due to the cancellation and re-issuance of the RFP.
Quarterly Report
- The consolidated MCR was higher than expected due to medical cost pressures in the Medicaid and Medicare segments.
- The Medicaid MCR increased due to higher than expected medical costs in the legacy portfolio and new contracts.
- The Medicare MCR is slightly above the long-term target range due to elevated LTSS and pharmacy costs and higher outpatient utilization.
Quarterly Report
- The company's Q3 results exceeded expectations with a 34% increase in GAAP net income per diluted share and a 19% increase in adjusted net income per diluted share year-over-year.
Credit Agreement Amendment
- The increase in the credit facility and extension of the maturity date provide better financial flexibility and reduce near-term refinancing risk.
Quarterly Report
- Net income decreased slightly compared to the same period last year.
- The consolidated medical care ratio (MCR) increased to 88.6% in the second quarter of 2024.
Quarterly Report
- Net income decreased by 6% compared to the first quarter of 2023, indicating worse than expected results.
- The consolidated MCR increased from 87.1% to 88.5%, indicating higher medical costs than expected.
Contract Award Announcement
- The document mentions a risk of a delay in the start date for the contract.
Proxy Statement
- The company achieved adjusted net income in 2023 of $1,213 million, an increase of 16% over 2022 performance.
- The company generated premium revenue of $32.5 billion, an increase of 5% over 2022.
Proxy Statement
- The four-year contract in Mississippi was expected to begin on July 1, 2023, but was extended by an additional year, and is now expected to commence between September 1, 2024 and July 1, 2025.
SEC Form 4 Filing
- The performance stock units vested at 170% achievement level, indicating that the company exceeded its performance targets for adjusted net income per share over the three-year performance period.
SEC Form 4 Filing
- The vesting of performance stock units at 170% suggests the company exceeded its financial targets, indicating better-than-expected performance.
Contract Announcement
- Molina Healthcare's Virginia subsidiary was not selected for the Cardinal Care Managed Care program, which is a negative development.
Quarterly Report
- The company's full year 2023 GAAP earnings per diluted share increased by 39% year-over-year, exceeding expectations.
- The company's full year 2023 adjusted earnings per diluted share increased by 17% year-over-year, exceeding expectations.
- The company's 2024 guidance for premium revenue and adjusted earnings per share is higher than previous estimates.
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