0001181431-15-000768.txt : 20150108 0001181431-15-000768.hdr.sgml : 20150108 20150108194017 ACCESSION NUMBER: 0001181431-15-000768 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150107 FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MOLINA HEALTHCARE INC CENTRAL INDEX KEY: 0001179929 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 134204626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 OCEANGATE, SUITE 100 CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 5624353666 MAIL ADDRESS: STREET 1: 200 OCEANGATE, SUITE 100 CITY: LONG BEACH STATE: CA ZIP: 90802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITE JOSEPH W CPA CENTRAL INDEX KEY: 0001246756 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31719 FILM NUMBER: 15517403 MAIL ADDRESS: STREET 1: C/O MOLINA HEALTHCARE, INC. STREET 2: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 4 1 rrd421310.xml FORM 4 (WHITE) X0306 4 2015-01-07 0 0001179929 MOLINA HEALTHCARE INC MOH 0001246756 WHITE JOSEPH W CPA 300 UNIVERSITY AVENUE, SUITE 100 SACRAMENTO CA 95825 0 1 0 0 Chief Accounting Officer Common Stock 2015-01-07 4 S 0 5537 50.6583 D 79046 D The sale was made pursuant to Reporting Person's Rule 10b5-1 Trading Plan that was established on November 12, 2014. Represents the weighted average selling price with a selling price range between $50.31 and $51.07. The shares vest as follows: (i) 7,007 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; (ii) 2,654 shares shall vest upon the Company achieving three-year Total Stockholder Return (TSR) as determined by ISS calculations that is greater than the median TSR achieved by the Company's ISS peer group for the three-year period ending December 31, 2016; continued (iii) 2,654 shares shall vest on March 1, 2015 contingent upon the Company achieving a one-year TSR as determined by ISS calculations for fiscal year 2014 that is greater than the average TSR achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014; (iv) 6,635 shares shall vest upon the Company achieving a three-year EBITDA margin percentage for the three-year period ending December 31, 2016, equal to or greater than 4.0%; continued (v) 6,635 shares shall vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016; (vi) 18,115 shares vest on March 1, 2015; (vii) 8,740 shares vest on March 1, 2016; and (viii) 2,654 shares vest on March 1, 2017. The remainder of the shares are vested. Jeff D. Barlow, by power of attorney for Joseph W. White. 2015-01-08 EX-24. 2 rrd379418_429770.htm LIMITED POWER OF ATTORNEY rrd379418_429770.html 
     LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS


Know all by these presents, that the undersigned hereby constitutes
and appoints Jeff D. Barlow and Codruta Catanescu, and each acting
singly, the undersigned's true and lawful attorney-in-fact to:

1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Molina
Healthcare, Inc. (the "Company"), Forms 3, 4, and 5 and amendments
thereto in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder; and

2)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5 or amendment thereto and timely file
such form with the United States Securities and Exchange Commission
(the "SEC") and any stock exchange or similar authority.


The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.

The undersigned hereby revokes the Limited Power of Attorney
granted to Jeff D. Barlow and Mark L. Andrews on July 2, 2004.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transaction in securities of the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.  This Power of Attorney
may be filed with the SEC as a confirming statement of the authority
granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of February, 2011.



/s/ Joseph W. White
Signature

Joseph W. White, CPA
Printed Name


Exhibit 24.1