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Managed Care
COMPANY UPDATE
2009 Managed Care Proxy Review
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With shareholder’s meeting season is in full swing we have prepared a
detailed summary of our key findings and analysis from the proxy documents
that have been filed by each of the companies in our coverage universe.
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First we provide some summary comments where we evaluate industry-wide
trends related to executive compensation, management turnover, option
grants, Board compensation, insider ownership and related party
transactions.
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Next, we provide company-specific commentary for each of the managed
care organizations in our coverage universe. Our analysis includes
discussions of:
o Items up for vote at the shareholders’ meetings.
o Executive compensation
o Board composition, compensation and committees
o Option Grants
o Insider ownership
o Audit Fees
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We highlight that overall management compensation increased 2% in 2008
although stock price performance decreased approximately 55% on a yearend
basis (12/31/08 versus 12/31/07) and 30% since June 1, 2008.
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Across every company in our universe, the percent change in executive
compensation for 2008 was favorable relative to the percent change in the
stock price.
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2008 option grants remain underwater with an average decline of 42%.
Introduction
With shareholder’s meeting season is in full swing we have prepared a detailed summary
of our key findings and analysis from the proxy documents that have been filed by each of
the companies in our coverage universe. The discussion below begins with some brief
summary remarks on a few key data points derived from the proxy filings including
management and board compensation as well as insider ownership and related party
transactions. We then walk through a more detailed analysis for each of the companies
we cover. While we wouldn’t characterize our findings as earth-shattering or market
moving, we find it helpful to take the temperature of each companies’ corporate
governance policies and how they change every year. We believe this is a particularly
important exercise after a disappointing year like 2008. We note that total compensation
for the top five executives across our universe was up 2% last year despite an average
share price decline of 55% in 2008.
Summary Comments
Total compensation earned in 2008 by the top five executives exceeded the prior year by
2%. Overall compensation growth occurred in the form of salary (+5%), bonus (+50%),
option awards (+11%), and other compensation (+4%), partially offset by a reduction in
stock awards (-19%). Magellan (+77%), Triple-S (+63%), CIGNA (+46%) and
AMERIGROUP (+46%) topped our list with the largest executive compensation increase,
while Humana (-46%), Coventry (-39%), UnitedHealth (-26%) and WellPoint (-25%)
experienced year over year declines.
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