OKLAHOMA CITY -- Keeping secrets could prove hard at tight-lipped
So far, WellCare itself has said little about a sweeping government probe of the company. However, some feel, three former insiders could hold clues about the nature of that investigation.
In recent years, WellCare has enjoyed explosive growth as a leading health insurance carrier for Medicaid and Medicare recipients. But a huge government raid last week devastated the company's stock. The shares, sitting at a two-year low of $33.61, lost more than 70% of their value in a matter of days.
Still, some sensed trouble even before that fall.
Notably, over the course of the past year, WellCare has lost both its chief medical officer and its top executive in Florida - the company's largest market - without offering any clear explanation for their exits. Yet, with the company under intense government scrutiny, a third departure has started looking even more telling to some.
Last December, Andrew Agwunobi ended a brief stint on WellCare's board to become the top healthcare regulator in the company's home state of Florida . Agwunobi now leads the Florida Agency for Health Care Administration, which has partnered with the state's Medicaid Fraud Control Unit - a participant in last week's raid on WellCare - in an effort to stamp out corporate wrongdoing.
"Dollars lost to fraud are dollars not available to those who need them most," Florida Gov. Charlie Crist stressed when promoting Agwunobi's agency earlier this year. "By continuing to monitor fraudulent activities and refer cases, we are making it clear that illegal activities will not be tolerated in our state. And we will be vigilant in seeking out those who break the law."
To its credit, WellCare took good care of Agwunobi before he left. Specifically, the company granted Agwunobi 12,500 stock options and 2,000 shares of restricted stock for his six months of service on the board. Moreover, the company made sure that all of those awards had vested by the time of Agwunobi's resignation. Agwunobi immediately cashed in that stock -- worth a cool $1 million -- upon leaving the company's boardroom, according to
The Wall Street Journal
To be fair, Agwunobi came to WellCare with impeccable credentials. Before landing a board seat at WellCare, Agwunobi won accolades for rescuing a
-owned hospital and - more impressively - a giant Atlanta healthcare system faced with likely doom. He earned a reputation for openness and integrity, with
The Atlanta Journal-Constitution
declaring that he could be "trusted with a dollar," in the process.
Certainly, WellCare seemed to appreciate Agwunobi more than the board member he replaced. That director, Glen Johnson, had to forfeit his own unvested equity awards upon vacating his board seat.
WellCare treated its former medical chief, Ace Hodgin, no better. Hodgin, too, had to forfeit his unvested stock options when resigning alongside Agwunobi last December. Moreover, he received a severance payment of just $10,000 - or less than two weeks' pay - on his way out the door.
After cashing out millions of dollars worth of WellCare stock, Hodgin has since gone on to fill a similar post at a much smaller health insurance company.
Meanwhile, Imtiaz Sattaur - once the highly regarded president of WellCare's booming Florida market - seemed to fare even worse. Like Hodgin, he forfeited his unvested stock options. But he failed to strike it rich on stock sales, netting just over $100,000 on his own transactions, before he left the company.
Some of Sattaur's fans probably felt that he deserved more.
"He was very well-regarded, very well-respected," CIBC analyst Carl McDonald told
The Tampa Tribune
in April, shortly after Sattaur's abrupt departure. "I think he's done a tremendous job in terms of the company's Florida market. It's got one of the highest Medicaid margins in the industry."
Notably, while stopping short of naming names, some experts have already started suggesting that former insiders may have supplied the government with information that led to last week's raid.
Meanwhile, WellCare's hefty Medicaid margins -- once celebrated by Wall Street -- could come back to haunt the company. Because WellCare relies on cash-strapped Medicaid programs for business, experts have long wondered how the company can make so much money providing healthcare coverage for the poor.
Years ago, in an article published by
The Tampa Tribune
, WellCare's own CEO predicted that the company would never post margins above 4%. This summer, however, analysts pegged WellCare's margins at 6% -- and even higher - instead.
"This quarter, you're up close to 7% for a government business," Merrill Lynch analyst Doug Simpson marveled during the company's second-quarter conference call. "Given where your margins are, when you go into rate discussions with Florida ... what's that discussion like?"
Certainly, with a fraud probe brewing, negotiations in Florida could prove tense. But the pain may not end there. Indeed, authorities in Connecticut have already revealed their own probe of WellCare and even suggested that they could stop doing business with the company.
Before last week's raid, WellCare had been hoping to nail down rate increases in Florida and Connecticut instead.
Now, WellCare is busy promising to cooperate with federal and state authorities. While it has offered investors no details about the probe, the company has pledged to keep its board - and its audit committee in particular - informed about the situation. But that vow could prove less reassuring than it sounds.
Notably, the board counts Alif Hourani - cousin to CEO Todd Farha -- among its "independent" directors. Indeed, Hourani ranks as the only director who sits on WellCare's audit committee and its two other committees to boot.
Unlike Farha, who owns a large stake in WellCare despite some massive stock sales, Hourani has little to lose. After dumping most of his WellCare stock - and becoming a multimillionaire in the process - Hourani now has just 581 shares left.
Thus, investors may have to place their trust in WellCare's CEO instead. In the past, at least, Farha has promised to do the right thing.
Farha made a telling pledge before the U.S. Senate last year, when seeking confirmation as a board member of the Securities Investor Protection Corporation. He is now vice-chairman of that organization.
"As the CEO of a public company, I have expertise in issues of corporate governance, compliance, public disclosure and Sarbanes-Oxley implementation," Farha assured at the time. And "I take seriously all aspects of these responsibilities and the need to ensure the utmost discipline and integrity in every area of corporate governance."