MOH
Molina Healthcare, INC
NYSE
DEF 14A: Molina Healthcare Files Proxy Statement for 2024 Annual Meeting, Outlines Key Proposals
Sentiment:
Proxy Statement
21 March 2024 4:18 PM
Molina Healthcare's proxy statement details proposals for the upcoming annual meeting, including director elections, executive compensation, and auditor ratification.
Better than expected
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.
Delay expected
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.
Summary
- Molina Healthcare has released its proxy statement for the 2024 annual meeting of stockholders, scheduled for May 1, 2024.
- The meeting will be held virtually.
- Stockholders of record as of March 8, 2024, are eligible to vote.
- Key proposals include the election of nine directors, an advisory vote on executive compensation, ratification of Ernst & Young LLP as the independent auditor, and a shareholder proposal regarding simple majority voting.
- The Board recommends voting FOR the election of directors, FOR the advisory vote on executive compensation, FOR the ratification of the auditor, and AGAINST the shareholder proposal regarding simple majority voting.
- The company served approximately 5.0 million members as of December 31, 2023, located across 20 states.
Sentiment
Score: 7
Explanation: The document presents a generally positive outlook, highlighting financial achievements and strategic growth. However, the advisory vote against executive compensation and the vote against Ms. Romney temper the overall sentiment.
Positives
- The Board of Directors has determined that, except for Mr. Zubretsky (the Company’s president and chief executive officer), each of the directors of the Company and the director nominees has no material relationship with the Company that would interfere with the exercise of his or her independent judgment as a director.
- 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.
- The company's preterm births rate for black mothers who were members of our Illinois health plan was 9.6%, well below the target of 10.1%.
Negatives
- Executive pay was rejected by 15% of votes in 2023.
- Ms. Ronna Romney, age 80, Vice-Chair of the Board and Chair of the nomination committee, was rejected by 13% of votes.
Risks
- The document does not explicitly detail risks, but the advisory vote against executive compensation and the vote against Ms. Romney could indicate shareholder dissatisfaction.
Future Outlook
The company expects to mostly realize $7 billion of incremental annual premium revenue in 2024 and fully realize it in 2025 from recent RFP successes and acquisitions.
Management Comments
- We are pleased with the continued success of our profitable growth strategy.
Industry Context
Molina Healthcare operates in the managed healthcare services sector, focusing on government-sponsored programs like Medicaid and Medicare, competing with other major players in this space.
Comparison to Industry Standards
- The document does not provide specific comparisons to industry standards.
- However, the peer group used for executive compensation benchmarking includes companies like Humana, Centene, and Elevance Health, suggesting these are considered comparable in terms of size and business model.
Stakeholder Impact
- The proposals outlined in the proxy statement will impact shareholders through potential changes in corporate governance and executive compensation.
- The company's performance and strategic initiatives will affect employees, customers (members), and other stakeholders.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its annual meeting on May 1, 2024.
Related Party Transactions
- Ronna E. Romney's son, George Romney, is employed by the Company with an annual base salary of approximately $150,000, which is deemed a related person transaction.
Key Dates
- December 2021: Mississippi Division of Medicaid (DOM) issued Request for Qualifications for Medicaid Coordinated Care Contract
- August 2022: Molina announced Mississippi health plan notified of intent to award Medicaid Coordinated Care Contract
- January 30, 2023: Rescission of cancellation of Turquoise Care Request for Proposals made
- July 2023: Finalized contract for Texas STAR+PLUS program
- July 1, 2023: New contract with Iowa Department of Health and Human Services commenced
- September 1, 2023: Closed on acquisition of substantially all the assets of My Choice Wisconsin
- January 1, 2024: Closed on acquisition of Brand New Day and Central Health Plan of California; New contract with the California Department of Health Care Services (DHCS) commenced; New contract with the Nebraska Department of Health and Human services commenced
- March 8, 2024: Record date for determining stockholders eligible to vote at the annual meeting
- March 21, 2024: Proxy statement mailed or transmitted to stockholders
- April 30, 2024: Deadline for internet and telephone voting
- May 1, 2024: Date of the 2024 annual meeting of stockholders
- September 1, 2024: Expected commencement of four-year contract in Mississippi
- July 1, 2024: Expected go-live date for new Medicaid contract in New Mexico
- September 2024: Expected start of operations for new contract in Texas
- July 1, 2025: Expected commencement of four-year contract in Mississippi
Keywords
proxy statement, annual meeting, Molina Healthcare, directors, executive compensation, audit, shareholder proposal, corporate governance, voting
MOH
Molina Healthcare, INC
NYSE
Sector: TBD
Filings with Classifications
Worse than expected
24 April 2025 10:04 AM
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.
Delay expected
18 March 2025 4:06 PM
Contract Announcement
- The document mentions a potential delay in the start date for the contract as a risk factor.
Worse than expected
17 March 2025 4:18 PM
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.
Delay expected
17 March 2025 4:18 PM
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.
Better than expected
4 March 2025 8:28 PM
SEC Form 4
- The vesting of performance stock units at 149% of target suggests the company exceeded its performance goals.
Better than expected
4 March 2025 8:27 PM
SEC Form 4 Filing
- The performance stock units vested at 149%, indicating the company exceeded its performance targets.
Better than expected
4 March 2025 8:20 PM
SEC Form 4 Filing
- The performance stock units vested at 149%, indicating the company exceeded its performance targets.
Delay expected
11 February 2025 4:08 PM
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.
Better than expected
5 February 2025 4:18 PM
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.
Delay expected
16 December 2024 5:30 PM
Contract Announcement
- The initial notice of intent to award the Michigan contract was cancelled, indicating a potential for delays in the contract award process.
Capital raise
18 November 2024 4:20 PM
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.
Capital raise
13 November 2024 5:11 PM
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.
Capital raise
13 November 2024 9:16 AM
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.
Worse than expected
12 November 2024 4:17 PM
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.
Delay expected
12 November 2024 4:17 PM
Current Report
- The contract commencement has been delayed to January 1, 2026, due to the cancellation and re-issuance of the RFP.
Worse than expected
24 October 2024 10:34 AM
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.
Better than expected
23 October 2024 4:19 PM
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.
Better than expected
23 September 2024 9:00 AM
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.
Worse than expected
25 July 2024 11:38 AM
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.
Worse than expected
25 April 2024 9:40 AM
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.
Delay expected
11 April 2024 5:09 PM
Contract Award Announcement
- The document mentions a risk of a delay in the start date for the contract.
Delay expected
21 March 2024 4:18 PM
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.
Better than expected
21 March 2024 4:18 PM
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.
Better than expected
5 March 2024 8:41 PM
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.
Better than expected
5 March 2024 8:40 PM
SEC Form 4 Filing
- The vesting of performance stock units at 170% suggests the company exceeded its financial targets, indicating better-than-expected performance.
Worse than expected
29 February 2024 4:21 PM
Contract Announcement
- Molina Healthcare's Virginia subsidiary was not selected for the Cardinal Care Managed Care program, which is a negative development.
Better than expected
7 February 2024 4:18 PM
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.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.