DEF 14A of Oscar Health, Inc.
Filed Apr 25, 2025 · FY20240001140361-25-015601
Melissa Curtin
| Talent & Compensation Committee Report | 46 | | Executive Compensation Tables | 47 | | Summary Compensation Table | 47 | | Grants of Plan-Based Awards in Fiscal 2024 | 48 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 49 | | Outstanding Equity Awards at Fiscal Year-End Table | 51 | | Option Exercises and Stock Vested in Fiscal 2024 | 52 | | Potential Payments Upon Termination or Change in Control | 53 | | CEO Pay Ratio | 59 | | Pay Versus Performance | 60 | | 2024 Director Compensation | 64 | | Compensation Risk Assessment | 67 | | Equity Compensation Plan Information | 68 | | Security Ownership of Certain Beneficial Owners and Management | 72 | | Certain Relationships and Related Person Transactions | 75 | | Policies and Procedures for Related Person Transactions | 75 | | Transactions with Sanford Health | 75 | | Issuance and Sale of 7.25% Convertible Senior Notes due 2031 | 75 | | Amended and Restated Investors’ Rights Agreement | 76 | | Director and Officer Indemnification and Insurance | 76 | | Stockholders’ Proposals | 77 | | Other Matters | 78 | | Solicitation of Proxies | 78 | | Oscar’s Annual Report on Form 10-K | 79 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, nine directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2026 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal. Our director nominees for election at the Annual Meeting, all of whom are current directors of the Company, are Mark T. Bertolini, Jeffery H. Boyd, William Gassen III, Joshua Kushner, Laura Lang, David Plouffe, Siddhartha Sankaran, Mario Schlosser, and Vanessa A. Wittman. The Board has nominated each of the foregoing director candidates to serve as directors until the 2026 Annual Meeting. Elbert O. Robinson, Jr. is not standing for reelection at the 2025 Annual Meeting of Stockholders. In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board of Directors, subject to the rights of holders of any series of preferred stock. Subject to the rights of the holders of any series of preferred stock then outstanding in respect of preferred stock directors, any director may be removed with or without cause only by an affirmative vote of at least two-thirds of the voting power of all the outstanding shares of stock entitled to vote generally in the election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. In the event that any of Mr. Bertolini, Mr. Boyd, Mr. Gassen, Mr. Kushner, Ms. Lang, Mr. Plouffe, Mr. Sankaran, Mr. Schlosser, or Ms. Wittman should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected.
Recommendation of the Board of Directors
Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the election of each of the below director nominees.
Recommendation of the Board of Directors
| Oscar Health, Inc. | 9 | 2025 Proxy Statement |
Recommendation of the Board of Directors
The current members of the Board of Directors who are also nominees for election to the Board of Directors are as follows:
Recommendation of the Board of Directors
| Name | Age | Served as a Director Since | Position with Oscar | | Mark T. Bertolini | 68 | 2023 | Chief Executive Officer and Director | | Mario Schlosser | 46 | 2012 | Co-Founder, President of Technology & Chief Technology Officer and Director | | Joshua Kushner | 39 | 2012 | Co-Founder and Vice Chair of the Board | | Jeffery H. Boyd | 68 | 2021 | Chair of the Board | | Siddhartha Sankaran | 47 | 2021 | Director | | William Gassen III | 44 | 2022 | Director | | Laura Lang | 69 | 2022 | Director | | David Plouffe | 57 | 2021 | Director | | Vanessa A. Wittman | 58 | 2021 | Director |
Recommendation of the Board of Directors
The principal occupations and business experience, for at least the past five years, of each director nominee for election at the Annual Meeting are as follows:
Recommendation of the Board of Directors
| Mark T. Bertolini | Mark T. Bertolini has served as our Chief Executive Officer and as a member of our Board of Directors since April 2023. Mr. Bertolini served as Co-Chief Executive Officer of Bridgewater Associates, LP (“Bridgewater”), a global investment management firm, from January 2022 to March 2023, and previously served as CEO of Aetna Inc., a managed health care company, from November 2010 to November 2018 and as Chairman of Aetna from April 2011 to November 2018. Before joining Aetna, Mr. Bertolini gained extensive experience across the healthcare industry in various executive roles at The Cigna Group, NYLCare Health Plans, and SelectCare, Inc. Mr. Bertolini serves on the board of directors of Verizon Communications Inc., and previously served as a director of CVS Health Corporation from 2018 to 2020. Mr. Bertolini holds a Bachelor of Science degree in Business from Wayne State University and a Master of Business Administration from Cornell University. We believe Mr. Bertolini’s extensive executive leadership, tech-forward thinking, and deep healthcare experience make him particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| Oscar Health, Inc. | 10 | 2025 Proxy Statement |
Recommendation of the Board of Directors
| Mario Schlosser | Mario Schlosser co-founded Oscar in 2012 and has served as a Director since that time. He has also served as our President of Technology since April 2023 and was additionally appointed as Chief Technology Officer in August 2023. Previously, Mr. Schlosser served as our Chief Executive Officer from December 2012 to April 2023, leading the company from inception to serving over one million numbers across Individual & Family and Small Group health plans. In his current officer role, Mr. Schlosser leads product and engineering, data science and cybersecurity, with a focus on building Oscar’s technology platform for the future and continuing to set the strategy for +Oscar. Prior to Oscar, Mr. Schlosser co-founded Vostu, Ltd., a social gaming company in Latin America, where he led the company’s analytics and game design practices from August 2006 to November 2012. From August 2007 to March 2010, Mr. Schlosser served as a Senior Investment Associate at Bridgewater Associates, where he developed analytical trading models. Prior to joining Bridgewater Associates, Mr. Schlosser worked as a consultant for McKinsey & Company in Europe, the United States, and Brazil from November 2002 to May 2007. Mr. Schlosser has served on the board of directors of Duolingo, Inc. since July 2024. Mr. Schlosser holds a degree in computer science with highest distinction from the University of Hannover and a Master of Business Administration from Harvard Business School. As a visiting scholar at Stanford University, Mr. Schlosser wrote and co-authored 10 computer science publications. We believe Mr. Schlosser’s perspective and experience from serving as a Co-Founder and Chief Executive Officer of various companies, including Oscar, as well as his technical acumen, make him particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| Joshua Kushner | Joshua Kushner co-founded Oscar in October 2012, has served as a member of our Board of Directors since December 2012 and has served as Vice Chair of our Board of Directors since February 2021. Mr. Kushner is the Founder and Chief Executive Officer of Thrive Capital Management, LLC (“Thrive Capital”), a New York-based venture capital firm. Mr. Kushner holds a Bachelor of Arts degree, majoring in Government, from Harvard College, and a Master of Business Administration from Harvard Business School. We believe Mr. Kushner’s experience as an investor in innovative technology companies makes him particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| Oscar Health, Inc. | 11 | 2025 Proxy Statement |
Recommendation of the Board of Directors
| Jeffery H. Boyd | Jeffery H. Boyd has served as Chair of our Board of Directors since February 2021. Since 2014, Mr. Boyd has served as Managing Director of Compleat Angler Capital, LLC, a strategic investment firm. Previously, Mr. Boyd served as Chief Executive Officer and President of Booking Holdings Inc. (“Booking Holdings”, formerly known as The Priceline Group, Inc.), an online travel company, from November 2002 to December 2013, as interim Chief Executive Officer from April 2016 to December 2016, and as Chairman of the Board from 2013 to 2020. Prior to joining Booking Holdings, Mr. Boyd served as Executive Vice President, General Counsel, and Secretary of Oxford Health Plans, Inc., a U.S. healthcare company, from 1995 to 1999. Mr. Boyd has served as a member of the board of directors of The Home Depot, Inc. since 2016. Mr. Boyd has also served as a member of the board of directors and lead independent director of Clear Secure, Inc. since September 2021. Mr. Boyd holds a Bachelor of Arts degree from St. Lawrence University, majoring in Government, and a Juris Doctor from Cornell Law School. We believe Mr. Boyd’s extensive experience in healthcare, e-commerce, sales, and digital marketing, as well as proven leadership, corporate governance, and strategic management skills, makes him particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| William Gassen III | William (Bill) Gassen III has served as a member of our Board of Directors since December 2022. Mr. Gassen has been the President and Chief Executive Officer of Sanford Health, an $11.5B (as of January 1, 2025) integrated health system serving communities across the upper Midwest, since November 2020, and is an ex officio member of Sanford Health’s Board of Trustees. In addition, he previously served in a number of leadership roles for Sanford Health over a twelve-year period including Chief Administrative Officer, Chief Human Resources Officer, and Corporate Counsel. Mr. Gassen is a former healthcare litigator and is a current member of the State Bar of South Dakota. Mr. Gassen has served on the board of trustees of the American Hospital Association since January 2024, and currently serves as a member of the Association’s Executive, Operations, and Audit and Compliance committees. He also chairs the board of directors for the Coalition to Strengthen America’s Healthcare and serves as a board member for Medical Alley. In 2022, 2023, and 2024, Mr. Gassen was recognized by Modern Healthcare as one of the 100 Most Influential People in Healthcare. Mr. Gassen holds a Bachelor of Science degree, majoring in criminal justice and religious studies, and a Juris Doctor, both from the University of South Dakota. We believe Mr. Gassen’s healthcare industry experience makes him particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| Oscar Health, Inc. | 12 | 2025 Proxy Statement |
Recommendation of the Board of Directors
| Laura Lang | Laura Lang has served as a member of our Board of Directors since December 2022. Ms. Lang has served as the Managing Director of Narragansett Ventures, LLC, a strategic advisory firm focused on digital business transformation and growth investing, since January 2014. Since November 2018, Ms. Lang has also served as an adviser to L Catterton. Ms. Lang was the Chief Executive Officer of Time Inc., one of the largest branded media companies in the world, from January 2012 until December 2013. From 2008 until she joined Time Inc. in 2012, Ms. Lang was Chief Executive Officer of Digitas Inc., a global marketing and technology agency and unit of Publicis Groupe S.A. In addition, she headed the company’s pure-play digital agencies, including Razorfish, Big Fuel, Denuo and Phonevalley. Ms. Lang has served as a member of the board of directors and the Talent and Compensation and Finance committees of V. F. Corporation, an international apparel and footwear company, since October 2011. She has also served on the board of directors and the Compensation and Audit committees of Vroom, Inc. an e-commerce auto retailer, since May 2020. She previously served as a member of the boards of directors of Care.com Inc., Nutrisystem, Inc., and Benchmark Electronics, Inc. Ms. Lang holds a Bachelor of Arts from Tufts University, majoring in political science, and a Master of Business Administration from the Wharton School of the University of Pennsylvania. We believe that Ms. Lang’s extensive digital expertise, financial, and executive experience, including on compensation committees, makes her particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| David Plouffe | David Plouffe has served as a member of our Board of Directors since February 2021. During 2024, Mr. Plouffe served as an advisor to the Kamala Harris presidential campaign. Prior to that, Mr. Plouffe served as President, Policy and Advocacy of the Chan Zuckerberg Initiative (“CZI”), a charitable organization established by Priscilla Chan and Facebook founder Mark Zuckerberg, from January 2017 to November 2019. Prior to joining CZI, Mr. Plouffe served as Senior Vice President of Policy and Strategy of Uber Technologies, Inc. (“Uber”), a technology-driven transportation company, from August 2014 to January 2017. Before Uber, Mr. Plouffe served in The White House as Senior Advisor to former U.S. President Barack Obama from January 2011 to January 2013 and as Campaign Manager for President Obama’s historic campaign victory in 2008. Prior to the Obama White House years, Mr. Plouffe managed and served as the strategist in election efforts of U.S. senators, governors, members of congress, and mayors, and served as the Deputy Chief of Staff to the House Democratic leader on Capitol Hill. Mr. Plouffe has served as a member of the board of directors of the Obama Foundation, a nonprofit organization founded by First Lady Michelle Obama and President Barack Obama, since January 2014, and currently serves on the boards of directors of a number of other nonprofit organizations. Mr. Plouffe holds a Bachelor of Arts degree, majoring in Political Science and Government, from the University of Delaware. We believe Mr. Plouffe’s extensive experience in public policy and advocacy makes him particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| Oscar Health, Inc. | 13 | 2025 Proxy Statement |
Recommendation of the Board of Directors
| Siddhartha Sankaran | Siddhartha Sankaran has served as a member of our Board of Directors since February 2021. Mr. Sankaran also served as our Chief Financial Officer from March 2019 to March 2021, provided transitional services to Oscar from March 2021 to June 2021 and served as our Interim Chief Financial Officer from December 2022 to September 2023. Mr. Sankaran is currently the Group Chief Financial Officer & Group Chief Operating Officer of FWD Group Holdings Limited, an insurance company, after serving as their Managing Director and Group Chief Financial Officer beginning in September 2023 and their Senior Advisor from June 2023 to September 2023. Mr. Sankaran has also had a number of executive roles in the insurance industry, including as the Chairman and Chief Executive Officer of SiriusPoint Ltd., a global (re)insurance company, from March 2021 to May 2022. He also served as a member of the board of directors of Third Point Reinsurance Ltd., the predecessor to SiriusPoint, from August 2019 to February 2021, including as its chairman from August 2020 to February 2021. Prior to that, Mr. Sankaran served as Executive Vice President and Chief Financial Officer of American International Group, Inc. (“AIG”), a global insurance company, from February 2016 to December 2018. Mr. Sankaran also served as Executive Vice President and Chief Risk Officer at AIG from November 2010 to February 2016. Prior to AIG, he was a Partner at Oliver Wyman, a global management consultancy. Mr. Sankaran holds a Bachelor of Mathematics degree, majoring in actuarial science, with distinction from the University of Waterloo. We believe Mr. Sankaran’s extensive leadership and financial and risk-management experience makes him particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| Oscar Health, Inc. | 14 | 2025 Proxy Statement |
Recommendation of the Board of Directors
| Vanessa A. Wittman | Vanessa A. Wittman has served as a member of our Board of Directors since February 2021. Ms. Wittman was the Chief Financial Officer of Glossier, Inc. (“Glossier”), an online beauty product company, from April 2019 to April 2022, and served as an Advisor until December 2022. Prior to Glossier, Ms. Wittman served as Chief Financial Officer of Oath Inc., a digital media company, from January 2018 to January 2019. Ms. Wittman served as Chief Financial Officer of Dropbox, Inc., a cloud storage and collaboration company, from February 2015 to October 2016, and as Chief Financial Officer of Motorola Mobility Holdings, Inc., a consumer electronics and telecommunications company, from March 2012 to February 2015. From October 2008 to March 2012, Ms. Wittman served as Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, a global professional services company. Prior to Marsh & McLennan Companies, Ms. Wittman held a number of other senior finance roles during her career. Ms. Wittman has served on the boards of directors of AIG, including as a member of the Audit Committee and Chair of the Risk Committee, since March 2023, Booking Holdings, including as Chair of the Audit Committee, since June 2019, and Impossible Foods Inc., a sustainable foods company, and including as Chair of the Audit Committee, since March 2019. From June 2014 to March 2019, Ms. Wittman was a member of the board of directors of Ulta Beauty, Inc., a cosmetics and beauty supply company. She also served as a member of the board of directors of Sirius XM Holdings Inc., an audio entertainment company, from April 2011 to June 2018. Ms. Wittman holds a Bachelor of Arts degree, majoring in Business Administration, from the University of North Carolina at Chapel Hill, and a Master of Business Administration from the University of Virginia. We believe Ms. Wittman’s extensive financial and executive experience, including as Chief Financial Officer of global technology companies, makes her particularly qualified to serve as a member of our Board of Directors. |
Recommendation of the Board of Directors
| Oscar Health, Inc. | 15 | 2025 Proxy Statement |
Audit Committee Pre-Approval Policy and Procedures
| R. Scott Blackley | R. Scott Blackley has served as our Chief Financial Officer since August 2023, where he oversees treasury, actuarial, financial reporting, capital management, internal audit, enterprise risk management, and investor relations. Prior to that, Mr. Blackley served as our Chief Transformation Officer from December 2022 to August 2023, and as our Chief Financial Officer from March 2021 to December 2022. Mr. Blackley previously served as Chief Financial Officer of Capital One Financial Corporation (“Capital One”), a financial services firm, from May 2016 to March 2021. Prior to that, he served as Capital One’s Controller and Principal Accounting Officer from March 2011 to May 2016. Before joining Capital One, Mr. Blackley held various executive positions at Fannie Mae, the U.S. Securities and Exchange Commission, and KPMG, LLP. Mr. Blackley has served on the board of directors of SLM Corporation, including their Audit and Financial Risk committees, since November 2022. Mr. Blackley holds a Bachelor of Science degree in Accounting from the University of Utah. |
Audit Committee Pre-Approval Policy and Procedures
| Janet Liang | Janet Liang has served as our President of Oscar Insurance since February 2025, where she oversees our insurance and operations functions. Prior to joining Oscar, Ms. Liang was a member of Kaiser Permanente’s National Executive Team and served as Executive Vice President, Group President and COO, Care Delivery, for Kaiser Foundation Health Plan Inc. and Hospitals from February 2020 to February 2025. She joined Kaiser Permanente in 2001 and held roles in increasing responsibility over her 25-year tenure there, including as the President of Kaiser Foundation Health Plan, Inc. and Hospitals of Hawaii for seven years. She also held executive roles over a 15-year career at Group Health Cooperative, a regional health plan in Washington State. Ms. Liang holds a Bachelor of Arts degree in Political Science from Boston University and a Masters in Health Administration from the University of Washington. |
Audit Committee Pre-Approval Policy and Procedures
| Adam McAnaney | Adam McAnaney has served as our Chief Legal Officer since February 2025, where he oversees corporate governance, legal, regulatory and compliance. Prior to joining Oscar, Mr. McAnaney served as the Chief Legal Officer and Secretary for Monogram Health, a leading value-based provider of in-home, evidence-based care and benefit management services for patients living with polychronic conditions, from September 2023 to January 2025. Prior to that, Mr. McAnaney served as the General Counsel and Secretary for Signify Health, Inc., a healthcare technology and services company, from June 2019 to March 2023. Before Signify, Mr. McAnaney served in roles in increasing responsibility at Aetna Inc. from 2011 to 2019. Prior to assuming leadership roles at Aetna, Mr. McAnaney worked in the New York, Frankfurt, and London offices of Sullivan & Cromwell LLP. Mr. McAnaney holds a Bachelor of Arts degree in Germanic Languages and Literatures from Yale University, and a Juris Doctor from Columbia Law School. |
T&C Committee
| • | making recommendations to our Board of Directors regarding the compensation of our directors; |
2024 Compensation Highlights
| • | Annual Cash Incentive Achievement. For 2024, annual cash incentive awards were earned based on the achievement of specified Company financial, operational, and strategic goals. Our T&C Committee approved goals for our performance-based annual bonus program that were intended to reward successful execution of our business plan and achievement of our short-term strategic priorities. Based on an assessment of the Company’s strong performance relative to pre-established goals, the T&C Committee determined to pay out annual bonuses at 175% of target for each of our NEOs. |
2024 Compensation Highlights
| • | 2024 Long-Term Incentive Program. To retain and to further align the interests of our executives with those of our stockholders, our T&C Committee designed a long-term incentive program for 2024 that ties our equity-based award structure to the Company’s long-term strategy and achievement of our multi-year financial plan. In 2024, our NEOs (other than Mr. Bertolini) were granted an equally weighted mix of time-based restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) intended to drive the executive management team towards the achievement of performance objectives focused on shareholder value creation. The RSUs vest over a three-year period, subject to the executive’s continued employment. The PSUs cliff vest at the end of a three-year performance period, covering 2024 through 2026, and are tied to the Company’s achievement of specified EBIT and relative total shareholder return (“TSR”) performance goals. See “Equity-Based Long-Term Incentive Awards–2024 Annual PSU Awards” below for the definition of EBIT. |
2024 Compensation Highlights
| • | CEO Equity Incentives. When Mr. Bertolini joined the Company in April 2023, we granted him a sign-on RSU award (which vests based on continued service) and a sign-on PSU award (which vests based both on the achievement of specified stock price performance goals and continuation of employment through a set date). The T&C Committee designed Mr. Bertolini’s equity incentive opportunities to align his interests with those of our stockholders, with a focus on achieving sustained, significant stock price growth and stockholder value. The first and second stock price hurdles of the PSU award were achieved in March and May of 2024, respectively. The T&C Committee does not intend to grant Mr. Bertolini additional long-term incentive or equity-based compensatory awards prior to calendar year 2026. Consistent with that understanding, Mr. Bertolini did not receive any equity incentive awards in 2024. |
Overview of Executive Compensation Elements
| Element | Base Salary | Annual Cash Incentives | Long-Term Equity Incentives(1) | | | Form of Payment | Cash | Cash | 50% Time-based | 50% Performance-based | | Vesting Length | — | — | Equal quarterly installments over a 3-year period | Vest entirely after 3-year performance period | | Performance Period | — | 1 Year | — | 3 Years | | Purpose and Key Features of Element | Provide a reasonable level of fixed compensation. | Motivate and reward executives for the achievement of established financial and operational measures that align with Oscar’s business strategy | Align the interests of management with those of stockholders Retain executive talent through the vesting period | Motivate and reward executives for the achievement of longer-term financial objectives Retain executive talent through the performance period | | Performance Metrics | — | 50% Adjusted EBITDA 30% Direct & Assumed Premiums 10% Operating Leverage (SG&A Expense Ratio) 10% Strategic Initiatives | — | 100% 3-Year EBIT Modifier (0.75x – 1.4x) 3-Year Relative TSR vs. rTSR Peer Group |
Overview of Executive Compensation Elements
| (1) As mentioned above, Mr. Bertolini received sign-on RSU and PSU awards when he joined the Company in 2023. The T&C Committee does not intend to grant Mr. Bertolini additional long-term incentive or equity-based compensatory awards prior to calendar year 2026, and Mr. Bertolini was not eligible for an award in 2024. |
Overview of Executive Compensation Elements
The graphs below summarize the 2024 pay mix for each of our CEO and our other NEOs as a group. The percentages presented in the graphs are based on target annual compensation, not actual compensation. For purposes of our CEO’s pay mix, his target long-term incentive percentage was calculated by annualizing over three years the grant date fair value of his sign-on long-term incentive awards granted in 2023. For our other NEOs, their target long-term incentive reflects the target value of their 2024 annual long-term incentive awards as shown on page 40. (1) Percentages in the graph do not sum to 100% due to rounding.
Compensation Governance and Best Practices
| What We Do | | What We Do Not Do | | | • | Emphasize performance-based, at risk compensation. | • | Grant uncapped cash or equity incentives or guaranteed equity compensation. | | • | Emphasize the use of equity compensation to reward long-term value creation and promote executive retention. | • | Provide significant perquisites. | | • | Weight the overall pay mix towards incentive compensation for senior executives. | • | Permit hedging or pledging of our stock. | | • | Engage an independent compensation consultant to advise our T&C Committee. | • | Provide single-trigger cash payments or benefits upon a change in control. | | • | Maintain an SEC- and NYSE-compliant clawback policy. | • | Provide any excise tax gross-ups. | | • | Maintain robust stock ownership guidelines for our executives and non-employee directors. | | |
Executive Compensation Objectives and Philosophy
| • | We believe it is important for our executives to participate in long-term value creation; |
Executive Compensation Objectives and Philosophy
| • | We aim to retain and reward high-performing executives by awarding them cash and equity incentives as part of their compensation package; |
Executive Compensation Objectives and Philosophy
| • | Equity awards are sized based on market competitive analysis by job type as well as company performance while also considering potential dilution; and |
Executive Compensation Objectives and Philosophy
| • | Equity is a long-term incentive granted as a strategic component of compensation to promote retention and alignment with Company goals that are viewed as drivers of sustainable long-term value creation. |
Peer Group
Peer Group The T&C Committee uses a custom peer group that serves as a primary reference point for various compensation analyses, including EVP compensation levels, incentive plan design, aggregate company-wide equity grant practices, and non-employee director compensation (the “Compensation Peer Group”). The T&C Committee considers data from the Compensation Peer Group alongside multiple surveys when evaluating executive pay levels. The Company’s Compensation Peer Group has evolved substantially from our initial public offering planning process through 2024, and the rapid rate of change both at the Company and among its peers could continue to evolve the group over time. The T&C Committee reviews the relevance of the Compensation Peer Group on an annual basis and determines if modifications are necessary at that time. The Compensation Peer Group reflects a “hybrid” approach intended to reflect the Company’s disruptive business model and talent strategy that straddles the managed care and healthtech industries.
Peer Group
| Oscar Health, Inc. | 36 | 2025 Proxy Statement |
Peer Group
In August 2023, we developed the below Compensation Peer Group with FW Cook, which informed the T&C Committee’s review of our executive compensation program for fiscal year 2024. We selected the peer group companies based on a combination of relevant factors, including industry classification, business model, and size (including employee count, revenue, and market capitalization).
Peer Group
| 2024 Compensation Peer Group | | | | Agilon Health | Alignment Healthcare | Clover Health | | Concentrix | Evolent Health | GoodRx | | HealthEquity | Molina Healthcase | Omnicell | | Premier | Priva Health | R1 RCM | | Teledoc Health | | |
Peer Group
When the above Compensation Peer Group was approved in August 2023, our projected 2023 revenues exceeded the group’s 75th percentile, while our market cap was slightly above the 25th percentile. In September 2024, the T&C Committee, with the assistance of FW Cook, conducted its annual review of the Compensation Peer Group and determined to maintain a hybrid peer group of health insurance, healthcare services and technology-enabled companies, revising the group to better align with the Company’s evolving business strategy and financial profile. In particular, the T&C Committee approved: (i) the removal of the following companies from the Compensation Peer Group due to Oscar’s growth and valuation: Clover Health, Omnicell and Premier and (ii) the addition of five larger-sized healthcare companies: DaVita, Encompass Health, LabCorp, Quest Diagnostics, and Tenet Healthcare. The approved Compensation Peer Group to inform our executive compensation program for fiscal year 2025 is as follows:
Peer Group
| 2025 Compensation Peer Group | | | | Agilon Health | Alignment Healthcare | Concentrix | | DaVita | Encompass Health | Evolent Health | | GoodRx | HealthEquity | LabCorp | | Molina Healthcare | Priva Health | Quest Diagnostics | | R1 RCM | Teledoc Health | Tenet Healthcare |
Peer Group
In September 2024, when this Compensation Peer Group was approved, our projected 2024 revenues were between the group’s median and 75th percentile, while our market cap was between the 25th percentile and median. In addition to the Compensation Peer Group, we developed a second peer group that is used for the relative TSR (“rTSR”)component of our 2024 annual PSU awards (the “rTSR Peer Group”), as further described in the section entitled, “—2024 Annual Equity Awards” below.
Peer Group
| Oscar Health, Inc. | 37 | 2025 Proxy Statement |
Cash Incentive Compensation
Cash Incentive Compensation Annual Cash Incentive Bonuses We consider annual cash incentive bonuses to be an important component of our total compensation program in incentivizing achievement of our near-term priorities that are expected to drive sustainable long-term stockholder value. The 2024 annual bonus program continued our focus on the achievement of corporate performance metrics that were aligned with the Company’s financial, operational and strategic goals, and included goals related to achievement of Adjusted EBITDA, Direct & Assumed Premiums, Operating Leverage and Strategic Initiatives related to new insurance products. The threshold and target payouts for our NEOs were 30% and 100%, respectively, of the applicable target bonus opportunity. The maximum payout for the Operating Leverage and Strategic Initiative goals was 130% of target. The maximum payout for Adjusted EBITDA and Direct and Assumed Premiums was 200% of target, reflecting the criticality of these goals in driving sustainable stockholder value. Payout for performance between these levels is determined using linear interpolation. The following table provides the weight and target goal for each performance metric and our achievement of each in 2024:
Cash Incentive Compensation
| Metric | Weight | Target Performance | Actual Performance | Metric Achievement | Weighted Achievement | | Adjusted EBITDA(1) | 50% | $150 million | $199.2 million | 198% | 99% | | Direct & Assumed Premiums | 30% | $9.9 billion | $10.5 billion | 166% | 50% | | Operating Leverage(2) | 10% | 17.8% | 16.7% | 130% | 13% | | Strategic Initiatives(3) | 10% | See ft nt 3 | See ft nt 3 | 130% | 13% | | Total Achievement | | | | | 175% |
Cash Incentive Compensation
| (1) For purposes of determining the achievement of this financial goal, Adjusted EBITDA is defined as net income (loss) for the Company and its consolidated subsidiaries before interest expense, income tax expense (benefit), depreciation and amortization as further adjusted for stock-based compensation and other items that are considered unusual or not representative of underlying trends of our business. |
Cash Incentive Compensation
| (2) Operating leverage is measured as SG&A expense, as a percentage of Direct & Assumed Premiums. |
Cash Incentive Compensation
| (3) Goals related to the achievement of target service area expansions with respect to a new insurance product offering. |
Cash Incentive Compensation
| Oscar Health, Inc. | 38 | 2025 Proxy Statement |
Cash Incentive Compensation
Each NEO was eligible to receive an annual cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. For 2024, we adjusted certain of our NEOs’ target bonuses to more directly align with the market and their differentiated roles. To the extent target annual bonuses increased, the NEO’s target annual long-term incentive opportunity generally decreased. The following table shows our NEOs’ target bonus opportunities for 2024, as a percentage of base salary, and the payouts under our 2024 annual bonus program for each NEO based on our performance results:
Cash Incentive Compensation
| Named Executive Officer | 2024 Base Salary | Target Annual Incentive (% of Salary) | Target Annual Incentive | Actual Target Annual Incentive Earned | Total 2024 Annual Incentive Payout | | Mark Bertolini | $600,000 | 30% | $180,000 | 175% | $315,000 | | Mario Schlosser | $600,000 | 100% | $600,000 | 175% | $1,050,000 | | R. Scott Blackley | $600,000 | 80% | $480,000 | 175% | $840,000 | | Alessandrea Quane | $600,000 | 80% | $480,000 | 175% | $840,000 | | Ranmali Bopitiya | $600,000 | 30% | $180,000 | 175% | $315,000 |
Cash Incentive Compensation
The annual bonuses are set forth in the column entitled “Non-Equity Incentive Plan Compensation” (with respect to the Company Performance Component) in the “Summary Compensation Table” below.
Equity-Based Long-Term Incentive Awards
Equity-Based Long-Term Incentive Awards We view equity-based compensation as the most critical component of our executive total compensation program, as it aligns the interests of our executive officers with those of our stockholders over the long term, reinforcing our commitment to ensuring a strong linkage between Company performance and pay by intrinsically connecting executives to the Company’s long term financial and strategic objectives. Additionally, equity-based compensation promotes retention through multi-year vesting requirements. 2024 Annual Equity Awards The following describes the equity-based compensation we granted to our NEOs, other than Mr. Bertolini, in 2024:
Equity-Based Long-Term Incentive Awards
| PSUs | | Performance-based awards that are earned 0 to 200% of target based on the Company’s cumulative three-year EBIT (2024-2026). Final payout is determined by applying a modifier between 0.75x and 1.40x of this preliminary value based on the Company’s relative three-year TSR compared to the rTSR Peer Group described below, for a potential maximum payout of 280% of target. PSUs cliff-vest after completion of the three-year performance period. | | RSUs | | Time-based awards that vest in equal quarterly installments over three years. RSUs serve as a retention tool and motivate executives towards long-term success of the Company, in alignment with our stockholders. |
Equity-Based Long-Term Incentive Awards
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Equity-Based Long-Term Incentive Awards
As mentioned above, Mr. Bertolini did not participate in our annual equity award program in 2024. In 2024, we shifted away from the use of stock options as part of our annual equity award program, reflecting our evolution since our initial public offering to a more mature public company focused on reducing share dilution and incorporating multi-year absolute and relative performance goals into our ongoing long-term incentive program. In 2024, the T&C Committee approved the following annual equity awards:
Equity-Based Long-Term Incentive Awards
| Executive | PSUs Target Dollar Denominated Value(1) | RSUs Target Dollar Denominated Value(2) | Total Target Dollar Denominated Value | | Mario Schlosser | $2,665,000 | $2,665,000 | $5,330,000 | | R. Scott Blackley | $1,600,000 | $1,600,000 | $3,200,000 | | Alessandrea Quane | $1,600,000 | $1,600,000 | $3,200,000 | | Ranmali Bopitiya | $900,000 | $900,000 | $1,800,000 |
Equity-Based Long-Term Incentive Awards
| (1) The number of shares of Class A common stock subject to each PSU award presented in the table relates to the target level of PSUs, and was determined by dividing the dollar-denominated value of the award by the average per share closing price of the Company’s Class A common stock for the 60 consecutive trading days prior to (and including) the date immediately preceding the grant date ($15.50). |
Equity-Based Long-Term Incentive Awards
| (2) The number of shares of Class A common stock subject to each RSU award was determined by dividing the dollar-denominated value of the award by the average per share closing price of the Company’s Class A common stock for the 30 consecutive trading days prior to (and including) the date immediately preceding the grant date ($15.41). |
Equity-Based Long-Term Incentive Awards
2024 RSU Annual Awards Each annual RSU award granted in 2024 will vest over a three-year period in 12 equal quarterly installments beginning on June 1, 2024, subject to the executive’s continued service through the applicable vesting date. 2024 PSU Annual Awards The annual PSU awards granted in 2024 provide the opportunity to earn and vest in a number of PSUs, based on the Company’s attainment of EBIT and rTSR performance goals, during the three-year performance period from January 1, 2024 through December 31, 2026 (the “Performance Period”), and the executive’s continued service with the Company through the last day of the Performance Period. The PSU awards were granted in May 2024 following the completion of our three-year strategy and financial model. The T&C Committee set the EBIT goal with the purpose of creating long-term value for stockholders and delivering sustainable long-term profitable growth at the enterprise level. Consistent with this thinking, executives are eligible to vest up to 280% of their PSUs to incentivize participants to drive significant long-term profitable growth and shareholder value creation while continuing to make disciplined investments in technology and human capital. We generally define “EBIT” as the Company’s earnings (loss) from operations, as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the Company’s 2026 fiscal year, further adjusted to exclude the impact of quota share reinsurance, calculated on a cumulative basis over the Performance Period.
Equity-Based Long-Term Incentive Awards
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Equity-Based Long-Term Incentive Awards
The calculations for the payout of the 2024 PSU award will be as follows: If we achieve at least threshold performance during the Performance Period, a number of PSUs will become earned (the “Earned EBIT PSUs”) with respect to a percentage of such PSUs (the “EBIT Earned Percentage”), as set forth in the table below, with payout for performance between levels determined based on linear interpolation in the event that EBIT performance falls between “threshold” and “target,” “target” and “stretch” or “stretch” and “maximum”.
Equity-Based Long-Term Incentive Awards
| Performance | “ EBIT Earned” Percentage | | Maximum | 200% | | Stretch | 150% | | Target | 100% | | Threshold | 50% | | Below Threshold | 0% |
Equity-Based Long-Term Incentive Awards
The number of Earned EBIT PSUs will be modified and become earned as of the completion of the Performance Period (the “Earned PSUs”) by multiplying such number of Earned EBIT PSUs by the “Relative TSR Modifier” determined in accordance with the following table, based on the Company’s TSR relative to the TSR of the rTSR Peer Group over the applicable Performance Period. Any Earned PSUs will vest on the last day of the Performance Period, subject to the executive’s continued service.
Equity-Based Long-Term Incentive Awards
| 3-Year Relative TSR Positioning vs. rTSR Peer Group | Performance Multiplicative Modifier | | Rank 1 | 1.40x | | Ranks 2-3 | 1.25x | | Ranks 4-9 | 1.00x (No Adjustment) | | Ranks 10-12 | 0.75x |
Equity-Based Long-Term Incentive Awards
The rTSR Peer Group for the 2024 PSUs is as follows:
Equity-Based Long-Term Incentive Awards
| rTSR Peer Group | | | | Accolade | Cigna Group | Molina Healthcare | | Agilon Health | CVS Health Corporation | Privia Health Group | | Alignment Healthcare | Elevance Health | Teladoc | | Centene Corporation | Evolent Health | |
Equity-Based Long-Term Incentive Awards
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Equity-Based Long-Term Incentive Awards
The rTSR Peer Group was developed based on (i) relevant industries, including managed care and healthcare technology companies with an emphasis on direct competitors and close industry peers; (ii) revenue and (iii) market capitalization. In addition, the 2024 annual PSU awards are subject to accelerated vesting provisions and other terms and conditions in connection with a change in control and qualifying terminations of employment, as described below in the section below entitled, “Potential Payments Upon Termination or Change in Control.” Schlosser RSU Award In March 2024, the T&C Committee granted to Mr. Schlosser a one-time award of 172,940 RSUs in connection with Mr. Schlosser’s transition to the President of Technology role and to recognize his contributions to our Company and unique skill set. To promote retention, this award is not eligible to vest until June 1, 2025, at which time it will vest over a three-year period in 12 equal quarterly installments, subject to his continued service. Bertolini PSU Award As previously disclosed, Mr. Bertolini received a PSU award in April 2023 when he joined the Company. The PSU award vests based on both the achievement of pre-determined price per share goals over the period commencing on (and including) the grant date and ending on (and including) the third anniversary of Mr. Bertolini’s employment start date, and Mr. Bertolini’s continued employment or service as the Company’s Chief Executive Officer through the end of the performance period. During 2024, the first and second of the stock price hurdles were achieved in March and May 2024, respectively. The final tranche is eligible for vesting if our stock price achieves a $39 stock price hurdle by the end of the performance period.
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements We are party to employment agreements with certain of our NEOs, which provide for severance benefits and payments upon certain terminations without cause or resignations for good reason. In addition, certain of the equity awards granted to our NEOs include specialized treatment in connection with a qualifying termination and/or a change in control. Our T&C Committee believes that these types of arrangements are necessary to attract and retain executive talent, and are a customary component of executive compensation. In particular, such arrangements can serve to mitigate a potential disincentive for them when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change in control arrangements are designed to provide these NEOs with treatment that is competitive with market practices. In connection with Ms. Quane’s separation from the Company on March 3, 2025, she became entitled to receive the severance payments and benefits described in her employment agreement in connection with a qualifying termination of employment in exchange for a release of claims and continued compliance with any restrictive covenants. Additional information about these arrangements is provided in “Potential Payments Upon Termination or Change in Control” below.
Equity Grant Practices
Equity Grant Practices As noted above, in 2024, we shifted away from the use of stock options as part of our executives’ annual equity award program. Accordingly, in 2024, we did not grant any stock option awards to our NEOs. When we grant stock options, the exercise price is no less than the closing price of our common stock on the date of the grant. The T&C Committee does not grant stock options in anticipation of the release of material nonpublic information.
Equity Grant Practices
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Accounting for Share-Based Compensation
Accounting for Share-Based Compensation We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.
“Golden Parachute” Payments
“Golden Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.
Summary Compensation Table
Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022, as well as their positions during 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark Bertolini Chief Executive Officer | 2024 | 600,000 | — | — | — | 315,000 | — | 915,000 | | | 2023 | 450,000 | — | 43,905,864 | — | 182,250 | — | 44,538,114 | | Mario Schlosser President of Technology and Chief Technology Officer | 2024 | 600,000 | — | 9,191,822 | — | 1,050,000 | 6,000 | 10,847,822 | | | 2023 | 600,000 | — | — | — | 243,000 | 11,000 | 854,000 | | | 2022 | 495,681 | — | — | — | 147,600 | 9,123 | 652,405 | | R. Scott Blackley Chief Financial Officer | 2024 | 600,000 | | 3,999,539 | — | 840,000 | 6,900 | 5,446,439 | | | 2023 | 600,000 | — | 3,980,228 | 1,370,832 | 243,000 | 6,600 | 6,200,660 | | | 2022 | 600,000 | — | — | — | 147,600 | 2,500 | 750,100 | | Alessandrea Quane Chief Insurance Officer | 2024 | 600,000 | | 3,999,539 | — | 840,000 | 6,900 | 5,446,439 | | | 2023 | 600,000 | — | 3,641,483 | 1,254,168 | 243,000 | 6,600 | 5,745,251 | | | 2022 | 600,000 | — | — | — | 147,600 | 6,100 | 753,700 | | Ranmali Bopitiya Chief Legal Officer | 2024 | 600,000 | — | 2,249,752 | — | 315,000 | 6,900 | 3,171,652 | | | 2023 | 600,000 | — | 1,742,105 | 599,998 | 243,000 | 6,600 | 3,191,703 | | | 2022 | 552,272 | 250,000 | — | — | 147,600 | 6,100 | 955,972 |
Summary Compensation Table
| (1) Amounts reflect the full grant-date fair value of RSUs, PSUs and stock options granted during the applicable fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. We provide information regarding the assumptions used to calculate the value of all awards made to our NEOs in Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The amounts for the PSUs granted in 2024 reflect the grant date fair value based upon the probable outcome of the performance conditions as of the grant date, which was the target level of performance. For the portion of PSUs tied to the rTSR modifier, the grant-date fair value is calculated based on the Monte Carlo simulation model. Assuming the highest level of performance achievement, the grant date fair value of the PSUs granted in 2024 would have been the following amounts: Mr. Schlosser ($11,568,474), Mr. Blackley ($6,945,438), Ms. Quanne ($6,945,438) and Ms. Bopitiya ($3,906,845). |
Summary Compensation Table
| (2) Amounts represent cash incentive bonuses earned by our NEOs under our annual bonus programs. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. |
Summary Compensation Table
| (3) The amounts reported in this column for 2024 represent 401(k) matching contributions from the Company. |
Summary Compensation Table
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Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal year 2024.
Grants of Plan-Based Awards in Fiscal 2024
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Bertolini | — | 54,000 | 180,000 | 334,800 | — | — | — | — | — | | Mario Schlosser | — | 180,000 | 600,000 | 1,116,000 | — | — | — | — | — | | | 3/10/2024 | — | — | — | — | — | — | 172,940(3) | 2,530,112 | | | 3/10/2024 | — | — | — | — | — | — | 172,940(4) | 2,530,112 | | | 5/2/2024 | — | — | — | 64,475 | 171,935 | 481,418 | — | 4,131,598 | | R. Scott Blackley | — | 144,000 | 480,000 | 892,800 | — | — | — | — | — | | | 3/10/2024 | — | — | — | — | — | — | 103,829(3) | 1,519,018 | | | 5/2/2024 | — | — | — | 38,709 | 103,226 | 289,032 | — | 2,480,521 | | Alessandrea Quane | — | 144,000 | 480,000 | 892,800 | — | — | — | — | — | | | 3/10/2024 | — | — | — | — | — | — | 103,829(3) | 1,519,018 | | | 5/2/2024 | — | — | — | 38,709 | 103,226 | 289,032 | — | 2,480,521 | | Ranmali Bopitiya | — | 54,000 | 180,000 | 334,800 | — | — | — | — | — | | | 3/10/2024 | — | — | — | — | — | — | 58,404(3) | 854,451 | | | 5/2/2024 | — | — | — | 21,774 | 58,065 | 162,582 | — | 1,395,302 |
Grants of Plan-Based Awards in Fiscal 2024
| (1) Amounts represent threshold, target and maximum annual bonus amounts under our 2024 annual bonus program for each NEO for fiscal year 2024, and do not represent actual compensation earned by our NEOs for fiscal year 2024. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. |
Grants of Plan-Based Awards in Fiscal 2024
| (2) Represents PSU awards that provide the opportunity to earn and vest in a number of PSUs ranging from 0% to 280% of the total number of target PSUs, based on the Company’s attainment of EBIT and rTSR performance goals, during the Performance Period, and the NEO’s continued service with the Company through the last day of the Performance Period. Amounts reported in the “threshold” column assume that 50% of the target PSUs will vest, and amounts in the “maximum” column assume that 280% of the target PSUs will vest. Please see the description of the 2024 PSU Annual Awards under “Equity-Based Long-Term Incentive Awards” in the CD&A above. |
Grants of Plan-Based Awards in Fiscal 2024
| (3) Represent RSUs that vest in 12 equal quarterly installments beginning on June 1, 2024, subject to the NEO’s continued service through the applicable vesting date. |
Grants of Plan-Based Awards in Fiscal 2024
| (4) Represent RSUs that vest in 12 equal quarterly installments beginning on June 1, 2025, subject to the NEO’s continued service through the applicable vesting date. |
Grants of Plan-Based Awards in Fiscal 2024
| (5) The amounts reported in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the full grant-date fair value of equity awards granted during fiscal 2024 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all equity awards made to our NEOs in Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The amounts for the PSUs granted in fiscal year 2024 included within the total amount reflect the grant date fair value of the “target” PSUs, as this reflects the probable outcome of the performance conditions as of the grant date. For the portion of PSU awards granted tied to the rTSR Modifier, the grant-date fair value is calculated based on the Monte Carlo simulation model. |
Grants of Plan-Based Awards in Fiscal 2024
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards Table
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024. Awards granted prior to March 2021 were granted under our Amended and Restated 2012 Plan (the “2012 Plan”); awards granted from or after March 2021 were granted under our 2021 Incentive Award Plan (the “2021 Plan”) or with respect to Mr. Bertolini’s 2023 awards, our 2022 Employment Inducement Incentive Award Plan (the “Inducement Plan”). In addition to the vesting schedules described below, certain of these awards are subject to accelerated vesting provisions, as described below under “—Potential Payments Upon Termination or Change in Control.”
Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mark Bertolini | 11/15/2020(4) | 20,000 | — | 12.72 | 11/14/2030 | — | — | — | — | | | 10/5/2021(4) | 371,760 | — | 16.14 | 10/4/2031 | — | — | — | — | | | 4/3/2023(5) | — | — | — | — | 1,911,111 | 25,685,331 | — | — | | | 4/3/2023 | — | — | — | — | 5,733,334(2) | 77,056,009 | — | — | | | 4/3/2023 | — | — | — | — | — | — | 1,720,000(3) | 23,116,800 | | Mario Schlosser | 12/7/2015(6) | 555,165 | — | 6.36 | 12/7/2025 | — | — | — | — | | | 12/7/2015(6) | 555,165 | — | 6.36 | 12/7/2025 | — | — | — | — | | | 12/17/2019(6) | 4,400,000 | — | 9.75 | 12/16/2029 | — | — | — | — | | | 3/10/2024(7) | — | — | — | — | 129,705 | 1,743,235 | — | — | | | 3/10/2024(8) | — | — | — | — | 172,940 | 2,324,313 | — | — | | | 5/2/2024(9) | — | — | — | — | — | — | 240,709 | 3,235,128 | | R. Scott Blackley | 12/6/2020(4) | 999,999 | — | 15.93 | 12/5/2030 | — | — | — | — | | | 8/31/2021(10) | 213,858 | 49,352 | 15.59 | 8/30/2031 | — | — | — | — | | | 8/31/2021(11) | — | — | — | — | 21,048 | 282,885 | — | — | | | 3/30/2023(12) | 155,372 | 199,766 | 6.62 | 3/29/2033 | — | — | — | — | | | 3/30/2023(13) | — | — | — | — | 338,200 | 4,545,408 | — | — | | | 3/10/2024(7) | — | — | — | — | 77,872 | 1,046,599 | | | | | 5/2/2024(9) | — | — | — | — | — | — | 144,516 | 1,942,295 | | Alessandrea Quane | 12/6/2020(4) | 833,333 | — | 15.93 | 12/5/2030 | — | — | — | — | | | 8/31/2021(10) | 213,858 | 49,352 | 15.59 | 8/30/2031 | — | — | — | — | | | 8/31/2021(11) | — | — | — | — | 21,048 | 282,885 | — | — | | | 3/30/2023(12) | 142,149 | 182,765 | 6.62 | 3/29/2033 | — | — | — | — | | | 3/30/2023(13) | — | — | — | — | 309,417 | 4,158,564 | — | — | | | 3/10/2024(7) | — | — | — | — | 77,872 | 1,046,599 | — | — | | | 5/2/2024(9) | — | — | — | — | — | — | 144,516 | 1,942,295 | | Ranmali Bopitiya | 12/31/2021(14) | — | — | — | — | 102,125 | 1,372,560 | — | — | | | 3/30/2023(12) | 68,005 | 87,435 | $6.62 | 3/29/2033 | — | — | — | — | | | 3/30/2023(13) | — | — | — | — | 148,027 | 1,989,482 | — | — | | | 3/10/2024(7) | — | — | — | — | 43,803 | 588,712 | — | — | | | 5/2/2024(9) | — | — | — | — | — | — | 81,291 | 1,029,551 |
Outstanding Equity Awards at Fiscal Year-End Table
| (1) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on |
Outstanding Equity Awards at Fiscal Year-End Table
December 31, 2024, which was $13.44.
Outstanding Equity Awards at Fiscal Year-End Table
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Outstanding Equity Awards at Fiscal Year-End Table
| (2) Represents the number of shares under Mr. Bertolini’s 2023 PSU award that were earned upon the achievement of price-per-share goals of $11.00 and $16.00 in March and May of 2024, respectively, and which will vest on April 3, 2026, subject to Mr. Bertolini’s continued employment or service as the Chief Executive Officer through such date. |
Outstanding Equity Awards at Fiscal Year-End Table
| (3) Represents the number of shares under Mr. Bertolini’s 2023 PSU award that were not earned as of December 31, 2024. These shares are eligible to be earned upon the achievement of a price-per-share goal of $39.00 over any 90 consecutive trading-day period during the performance period of April 3, 2023 through April 3, 2026. To the extent the award is earned, it will vest on April 3, 2026, subject to Mr. Bertolini’s continued employment or service as the Chief Executive Officer through such date. |
Outstanding Equity Awards at Fiscal Year-End Table
| (4) These options are fully vested and are exercisable for shares of Class A common stock. |
Outstanding Equity Awards at Fiscal Year-End Table
| (5) The RSUs vest in three equal annual installments beginning on April 3, 2024, subject to continued employment or service as the Chief Executive Officer or as a member of the Board of Directors through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table
| (6) These options are fully vested and are exercisable for shares of Class B common stock. |
Outstanding Equity Awards at Fiscal Year-End Table
| (7) The RSUs vest over a three-year period in 12 equal quarterly installments beginning on June 1, 2024, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table
| (8) The RSUs vest over a three-year period in 12 equal quarterly installments beginning on June 1, 2025, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table
| (9) Represents PSU awards that provide the opportunity to earn and vest a number of PSUs ranging from 0% to 280% of the total number of target PSUs, based on the Company’s attainment of EBIT and rTSR performance goals during the Performance Period, and the NEO’s continued service with the Company through the last day of the Performance Period. The amounts included in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns assume target amount of PSUs are earned that that the rTSR modifier is 1.4. For additional details on these awards, please see the description of the 2024 PSU Annual Awards under “Equity-Based Long-Term Incentive Awards.” |
Outstanding Equity Awards at Fiscal Year-End Table
| (10) 1/16th of the shares subject to these options vest and become exercisable on each quarterly anniversary of the vesting commencement date of September 1, 2021, subject to the executive’s continued service. In addition, the options are subject to accelerated vesting and exercise provisions contained in the executive’s employment agreement. |
Outstanding Equity Awards at Fiscal Year-End Table
| (11) 1/16th of the RSUs subject to these awards vest on each quarterly anniversary of the vesting commencement date of September 1, 2021, subject to the executive’s continued service. In addition, the RSUs are subject to accelerated vesting and exercise provisions contained in the executive’s employment agreement. |
Outstanding Equity Awards at Fiscal Year-End Table
| (12) 1/16th of the shares subject to these options vest and become exercisable on each quarterly anniversary of the vesting commencement date of June 1, 2023, subject to the executive’s continued service. In addition, the options are subject to accelerated vesting and exercise provisions contained in the executive’s employment agreement. |
Outstanding Equity Awards at Fiscal Year-End Table
| (13) 1/16th of the RSUs subject to these awards vest on each quarterly anniversary of the vesting commencement date of June 1, 2023, subject to the executive’s continued service. In addition, the RSUs are subject to accelerated vesting provisions contained in the executive’s employment agreement. |
Outstanding Equity Awards at Fiscal Year-End Table
| (14) 1/16 of the RSUs subject to this award vest each quarterly anniversary of the vesting commencement date of March 1, 2022, subject to the executive’s continued service. In addition, the RSUs are subject to accelerated vesting provisions contained in the executive’s employment agreement. |
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth information regarding vesting of stock awards by our NEOs during fiscal year 2024. No stock options were exercised by our NEOs during fiscal year 2024.
Option Exercises and Stock Vested in Fiscal 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mark Bertolini | 955,555 | 13,387,326 | | Mario Schlosser | 43,235 | 801,143 | | R. Scott Blackley | 678,832 | 12,020,793 | | Alessandrea Quane | 541,040 | 9,683,427 | | Ranmali Bopitiya | 271,021 | 4,925,065 |
Option Exercises and Stock Vested in Fiscal 2024
| (1) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. |
Option Exercises and Stock Vested in Fiscal 2024
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Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Estimated Potential Payments
Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of service or a change in control, in any case, occurring on December 31, 2024. However, consistent with SEC rules, we have disclosed the amounts that Ms. Quane actually received in connection with her separation from the Company on March 3, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees, such as accrued vacation.
Estimated Potential Payments
| Name | Benefit | Termination Without Cause or for Good Reason (no Change in Control) ($)(1) | Change in Control (no Termination) ($)(2) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | Death/ Disability/ No Change in Control ($) | Death/ Disability/ Following a Change in Control ($) | | Mark Bertolini | Cash(3) | 960,000 | — | 960,000 | — | — | | | Equity Acceleration(4) | 83,366,130, | — | 102,741,341 | 54,490,565 | 102,741,340 | | | Continued Health Care(5) | — | — | — | — | — | | | Total(6) | 84,326,130 | — | 103,701,340 | 54,490,565 | 102,741,340 | | Mario Schlosser | Cash(3) | 1,800,000 | — | 1,800,000 | — | — | | | Equity Acceleration(4) | 774,762 | — | 5,145,925 | 4,067,548 | 4,427,007 | | | Continued Health Care(5) | 25,692 | — | 25,692 | — | — | | | Total(6) | 2,600,454 | — | 6,971,617 | 4,067,548 | 4,427,007 | | R. Scott Blackley | Cash(3) | 1,560,000 | — | 1,560,000 | — | — | | | Equity Acceleration(4) | 38,760 | — | 7,884,730 | 1,046,599 | 1,262,410 | | | Continued Health Care(5) | 25,692 | — | 25,692 | — | — | | | Total(6) | 1,624,452 | — | 9,470,422 | 1,046,599 | 1,262,410 | | Alessandrea Quane | Cash(3) | 1,161,311 | — | — | — | — | | | Equity Acceleration(4) | 3,497,155 | — | — | — | — | | | Continued Health Care(5) | 25,692 | — | — | — | | | | Total(6) | 4,684,158 | — | — | — | — | | Ranmali Bopitiya | Cash(3) | 960,000 | — | 960,000 | — | — | | | Equity Acceleration(4) | 2,334,507 | — | 4,911,245 | 588,712 | 710,106 | | | Continued Health Care(5) | 25,692 | — | 25,692 | — | — | | | Total(6) | 3,320,199 | — | 5,896,937 | 588,712 | 710,106 |
Estimated Potential Payments
| (1) For Messrs. Bertolini and Schlosser, amounts in this column are also payable upon a termination of the executive’s employment due to a “non-renewal” of the executive’s employment agreement by the Company. |
Estimated Potential Payments
| (2) Assumes awards are assumed or substituted in connection with the change in control. |
Estimated Potential Payments
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Estimated Potential Payments
| (3) Our NEOs’ employment agreements provide for the cash termination payments to our NEOs to be paid in substantially equal installments over the 12-month period following the applicable NEO’s date of termination. |
Estimated Potential Payments
| (4) With respect to options, the value of equity acceleration was calculated by: (i) multiplying the number of accelerated shares of common stock underlying the options by $13.44, the closing trading price of our common stock on December 31, 2024 and (ii) subtracting the exercise price for the options. With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs and PSUs by $13.44, the closing trading price of our common stock on December 31,2024. |
Estimated Potential Payments
| (5) Continued healthcare will be provided each month over the one-year period following the applicable NEO’s date of termination. Mr. Bertolini was not enrolled in any health insurance plans offered by the Company during 2024. |
Estimated Potential Payments
| (6) Amounts shown represent the maximum potential payment the NEO would have received as of December 31, 2024. Amounts of any reduction pursuant to the 280G best pay provision, if any, would be calculated upon actual termination of employment. |
Estimated Potential Payments
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Estimated Potential Payments
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing pay ratio information about the relationship of the annual total compensation of our employees and the annual total compensation of Mark Bertolini, our Chief Executive Officer as of December 31, 2024. For 2024, our last completed fiscal year:
Estimated Potential Payments
| • | The median of the annual total compensation of all employees of our company (other than Mr. Bertolini), was $108,236; and |
Estimated Potential Payments
| • | The annual total compensation of Mr. Bertolini was $915,000. |
Estimated Potential Payments
Based on this information, for 2024 the ratio of the annual total compensation of Mr. Bertolini to the median of the annual total compensation of all employees was 8 to 1. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure In determining the pay ratio calculation, we used the methodology, assumptions and estimates set forth below in determining the median employee:
Estimated Potential Payments
| 1. | We selected December 31, 2024, which is within the last three months of 2024, as the date upon which we would identify the median employee. |
Estimated Potential Payments
| 2. | We determined that, as of December 31, 2024, our employee population consisted of approximately 2,391 individuals. |
Estimated Potential Payments
| 3. | For purposes of measuring the compensation of our employee population, we selected total cash compensation, which includes base salary, hourly pay, overtime, bonuses and commissions, as reported on our payroll records. We measured total cash compensation of the employees included in the calculation over the 12-month period ended December 31, 2024. |
Estimated Potential Payments
| 4. | We gathered our total cash compensation information for the 12-month period ended December 31, 2024 from payroll records of each of our business units and applied this compensation measure consistently to all of our employees included in the calculation. We annualized the total cash compensation of permanent employees hired during the year. We did not make any other annualizing adjustments, and we did not make any cost-of-living adjustments in identifying the median employee. |
Estimated Potential Payments
| 5. | Once we identified the median employee, we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $108,236. |
Estimated Potential Payments
| 6. | With respect to the annual total compensation of Mr. Bertolini, we used the amount reported in the “Total” column of our Summary Compensation Table included elsewhere in this document. |
Estimated Potential Payments
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above.
Estimated Potential Payments
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Estimated Potential Payments
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding executive pay and performance. The table below shows pay both as reported in the Summary Compensation Table (“Summary Compensation Table Total Pay”) for the applicable fiscal year and as “compensation actually paid” (or “CAP”) for our principal executive officer (“CEO”) and as an average of all of our other named executive officers (“Non-CEO NEOs”) for the applicable fiscal year. Both Summary Compensation Table Total Pay and CAP are calculated in accordance with the requirements of Regulation S-K and may differ substantially from the manner in which the T&C Committee makes decisions regarding executive pay. For discussion of the T&C Committee’s decisions regarding the pay of our named executive officers, see the CD&A.
Estimated Potential Payments
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Current CEO(1)(2) | Compensation Actually Paid to Current CEO(1)(3) | Summary Compensation Table Total for Former CEO(1)(2 | Compensation Actually Paid to Former CEO(1) | Average Summary Compensation Table Total for Non-CEO NEOs(1)(2) | Average Compensation Actually Paid to Non-CEO NEOs(1)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income (thousands)(5) | Adjusted EBITDA (thousands)(6) | | 2024 | $915,000 | $54,326,168 | $— | $— | $6,228,088 | $10,817,690 | $38.62 | $100.48 | $26,121 | $199,234 | | 2023 | $44,538,114 | $66,452,986 | $854,000 | $860,490 | $3,784,404 | $8,899,974 | $26.29 | $129.93 | ($270,594) | ($45,238) | | 2022 | $— | $— | $652,405 | ($1,019,097) | $1,090,898 | ($1,696,174) | $7.07 | $141.76 | ($609,552) | ($462,255) | | 2021 | $— | $— | $60,814,546 | ($8,865,630) | $10,885,903 | ($4,147,460) | $22.56 | $131.10 | ($571,426) | ($429,826) |
Estimated Potential Payments
| (1) CEO and Non-CEO NEOs included in these columns reflect the following: |
Estimated Potential Payments
| Year | CEO | Non-CEO NEOs | | 2024 | Mark Bertolini | Mario Schlosser, Scott Blackley, Ranmali Bopitiya, Alessandrea Quane | | 2023 | Current CEO: Mark Bertolini Former CEO: Mario Schlosser | Scott Blackley, Ranmali Bopitiya, Alessandrea Quane, Siddhartha Sankaran | | 2022 | Mario Schlosser | Siddhartha Sankaran, R. Scott Blackley, Ranmali Bopitiya, Alessandrea Quane, Dennis Weaver | | 2021 | Mario Schlosser | R. Scott Blackley, Siddhartha Sankaran, Alessandrea Quane, Meghan Joyce, Joshua Kushner |
Estimated Potential Payments
| (2) Amounts reflect Summary Compensation Table Total pay for our CEO and non-CEO NEOs for each corresponding year. In 2021, these amounts include the grant date fair value of the Founders Awards granted to Mr. Schlosser and Mr. Kushner in connection with our initial public offering. As previously disclosed, these awards were voluntarily canceled and terminated on March 28, 2023. |
Estimated Potential Payments
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Estimated Potential Payments
| (3) The following table details the adjustment to the Summary Compensation Table Total Pay for our CEO, as well as the average for our Non-CEO NEOs, to determine CAP, as computed in accordance with Item 402(v). No other adjustments are required to be made in accordance with SEC rules. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |
Estimated Potential Payments
| | CEO | Average of non-CEO NEOs | | Year in Table: | 2024 | 2024 | | Total Compensation as reported in the Summary Compensation Table (“SCT”) | $915,000 | $6,228,088 | | Less: Grant-Date Fair Value of Equity Awards as reported in SCT(a) | $0 | $4,860,163 | | Add: Year-End Fair Value of Equity Awards Granted in the Year(b) | $0 | $3,608,845 | | Add: Change in Fair Value of Outstanding and Unvested Equity Awards(b) | $48,395,071 | $1,417,063 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(b) | $0 | $508,416 | | Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year(b) | $5,016,097 | $3,915,442 | | Add: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $0 | $0 | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $54,326,168 | $10,817,690 |
Estimated Potential Payments
| (a) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Estimated Potential Payments
| (b) The fair values of unvested and outstanding equity awards to our NEOs were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant-date fair values were estimated using Black-Scholes. Subsequent valuations at the end of each fiscal year and as of each vest date are performed using a lattice model, as the latter provides a better estimate of options that are no longer at-the-money. The term used to estimate the option fair values under the lattice model in 2024 ranged between 4.2 years to 9.1 years. For market-based performance restricted stock units, fair values were estimated using a Monte Carlo simulation model, using inputs that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. See Note 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, where we explain assumptions made in valuing equity awards at grant. |
Estimated Potential Payments
| (4) The amounts reflect the cumulative total shareholder return (“TSR”) of our common stock and a group of 11 peers selected by the Company (the “Peer Group”), which is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K.. The Peer Group is composed of Centene Corporation, Molina Healthcare, Inc., CVS Health Corporation, Cigna Group, Elevance Health, Inc., Agilon Health Inc., Alignment Healthcare, Inc., Evolent Health, Inc., Privia Health Group, Inc., Teladoc, and Accolade, Inc. The Peer Group was chosen based on (i) industry, including managed care and healthcare technology companies, with emphasis on direct competitors and close industry peers, (ii) revenue, and (iii) market capitalization. The TSR value listed in each year reflects what the cumulative value of $100 would be if invested on March 3, 2021 (the date of our initial public offering). TSR is calculated on a cumulative basis by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment (if any), and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Historical stock price performance is not necessarily indicative of future stock performance. |
Estimated Potential Payments
| (5) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |
Estimated Potential Payments
| (6) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs to company performance, for the most recently completed fiscal year. The amount shown in the table is equal to our Adjusted EBITDA as reported in our Annual Report on Form 10-K for the applicable year, which is defined as net loss for the Company and its consolidated subsidiaries before interest expense, income tax expense (benefit), depreciation and amortization as further adjusted for stock-based compensation, and other non-recurring items that are considered unusual or not representative of underlying trends of our business, where applicable for the period presented. Management uses Adjusted EBITDA as a measurement of operating performance because it assists us in comparing the operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations. |
Estimated Potential Payments
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Relationship Between Compensation Actually Paid and Performance Measures*
Relationship Between Compensation Actually Paid and Performance Measures*
Relationship Between Compensation Actually Paid and Performance Measures*
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Relationship Between Compensation Actually Paid and Performance Measures*
| * Note that our CEO’s 2023 and 2024 CAP include the fair values as of December 31, 2023 and 2024 for his April 3, 2023 equity grant, which was intended to represent the only equity grant he would receive for 2023, 2024, and 2025. |
Director Compensation Program
Director Compensation Program We maintain a nonemployee director compensation program (the “Director Compensation Program”), which provides for annual retainer fees and long-term equity awards for eligible nonemployee directors (“Eligible Directors”). We amended our Director Compensation Program, effective as of January 1, 2025 (the “Amended Director Compensation Program”). The Director Compensation Program consists of the following components:
Director Compensation Program
| Cash Compensation | | | Annual Retainer: | $70,000 | | Annual Chairperson Retainer: | $55,000 (increased to $125,000 effective January 1, 2025) | | Annual Committee Chair Retainer: | | | Audit: | $30,000 (increased to $35,000 effective January 1, 2025) | | Talent and Compensation: | $20,000 (increased to $32,500 effective January 1, 2025) | | Nominating and Governance: | $15,000 | | Annual Committee Member (Non-Chair) Retainer: | | | Audit: | $10,000 | | Talent and Compensation: | $7,500 | | Nominating and Governance: | $5,000 |
Director Compensation Program
Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. Equity Compensation
Director Compensation Program
| • | Annual Grant: An Eligible Director who is serving on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year will be granted, on such annual meeting date, an RSU award with a value of approximately $175,000 (increased to $200,000 effective January 1, 2025) (each, an “Annual Grant”). Each Annual Grant will vest in full on the earlier to occur of (A) the first anniversary of the applicable grant date and (B) the date of the next annual meeting following the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. |
Director Compensation Program
| • | Initial Grant: Each Eligible Director who is initially elected or appointed to serve on our Board will automatically be granted an RSU award with a value equal to the value of the Annual Grant prorated for the portion of the year such Eligible Director is expected to serve (each, an “Initial Grant”). The Initial Grants will vest in full on the earlier to occur of (A) the first anniversary of the applicable grant date and (B) the date of the next annual meeting following the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. |
Director Compensation Program
In addition, each Initial Grant and Annual Grant will vest in full upon a change in control of our company (as defined in the 2021 Plan). Further, under our Amended Director Compensation Program, each Initial Grant and Annual Grant granted on or after December 3, 2024, once vested, will be settled in shares upon the earlier to occur of (i) the six-month anniversary of the earliest to occur of Eligible Director’s separation from service, death or disability, or (ii) within five days following a change in control of Oscar. Compensation under our Director Compensation Program will be subject to the annual limits on non-employee director compensation set forth in the 2021 Plan.
Director Compensation Program
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Director Compensation Table
Director Compensation Table The following table sets forth compensation paid to or earned by our non-employee directors during the year ended December 31, 2024.
Director Compensation Table
| Name(1) | Fees Earned or Paid in 2024 Cash ($) | Stock Awards ($)(2) | Total ($) | | Jeffery H. Boyd | 125,000(3) | 174,993 | 299,993 | | David Plouffe | 85,000 | 174,993 | 259,993 | | Elbert O. Robinson, Jr. | 82,995 | 174,993 | 257,988 | | Vanessa A. Wittman. | 106,250 | 174,993 | 281,243 | | William Gassen III | 75,000 | 174,993 | 249,993 | | Laura Lang | 94,505 | 174,993 | 269,498 | | Siddhartha Sankaran | — | — | — |
Director Compensation Table
| (1) Mark Bertolini, our Chief Executive Officer, Mario Schlosser, our President of Technology and Chief Technology Officer, and Mr. Sankaran, our former Interim Chief Financial Officer, did not receive any compensation for their services as members of our Board in 2024; the compensation paid to Messrs. Bertolini, and Schlosser for the services they provided to our Company during 2024 is reflected in the section titled, “Executive Compensation Tables—Summary Compensation Table.” Joshua Kushner, our Vice Chair, is an executive officer (who is not an NEO) of the Company and also did not receive any compensation for his service as a member of our Board in 2024. |
Director Compensation Table
| (2) Represents annual RSU grants made under the Company’s Director Compensation Program. Ms. Lang and Messrs. Boyd, Plouffe and Robinson elected to defer their annual RSU grants pursuant to the Company’s Director Deferred Compensation Plan. See “Director Compensation Program–Equity Compensation” and “Director Deferred Compensation Plan” above for a summary of the vesting schedules applicable to the annual director grants. Amounts in this column reflect the full grant-date fair value of RSU awards granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to our directors in Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Director Compensation Table
| (3) Mr. Boyd elected to receive payment of his annual cash retainer fees in the form of deferred RSUs pursuant to the Company’s Director Deferred Compensation Plan. |
Director Compensation Table
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2024 by each non-employee director.
Director Compensation Table
| Name | Option Awards Outstanding at 2024 Fiscal Year End (#) | Unvested Stock Awards Outstanding at 2024 Fiscal Year End (#) | | Jeffery H. Boyd | 116,666 | 8,974 | | David Plouffe | — | 8,974 | | Elbert O. Robinson, Jr. | — | 8,974 | | Vanessa A. Wittman | — | 8,974 | | Siddhartha Sankaran | 861,665 | — | | William Gassen III | — | 8,974 | | Laura Lang | — | 8,974 |
Director Compensation Table
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Director Compensation Table
Compensation Risk Assessment We have assessed our compensation programs for all employees. We have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. Together with our management, we have also evaluated our executive and employee compensation and benefits programs to determine if these programs’ provisions and operations create undesired or unintentional risk of a material nature. The risk assessment process includes a review of program policies and practices; analysis to identify risks and risk controls related to our compensation programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, the effectiveness of our risk controls and the impacts of our compensation programs and their risks to our strategy. Although we periodically review all compensation programs, we focus on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout. In relation to this, we believe that our incentive compensation arrangements provide incentives that do not encourage risk taking beyond our ability to effectively identify and manage significant risks and are compatible with effective internal controls and our risk management practices. The T&C Committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in our business or risk profile.
Director Compensation Table
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Director Compensation Table
Equity Compensation Plan Information The following table provides information as of December 31, 2024, with respect to the shares of the Company’s common stock that may be issued under the Company’s existing compensation plans.
Director Compensation Table
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity compensation plans approved by security holders | 30,722,263(1) | $10.69 | 17,859,944(3) | | Equity compensation plans not approved by security holders | 9,861,876(4) | $0.00 | 5,823,781(5) | | Totals | 40,584,139 | $10.69 | 23,683,725 |
Director Compensation Table
| (1) Includes shares subject to outstanding awards granted under our 2021 Plan and 2012 Plan as of December 31, 2024, of which 17,943,480 shares are subject to outstanding options, 2,096,797 shares are subject to outstanding PSUs (assuming maximum levels of performance) and 10,681,986 shares are subject to outstanding RSUs. As of December 31, 2024, no rights to purchase our common stock had been granted under our 2021 Employee Stock Purchase Plan (“ESPP”). |
Director Compensation Table
| (2) The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding PSUs and/or RSUs, which have no exercise price. |
Director Compensation Table
| (3) Includes 7,183,118 shares available for future issuance under our 2021 Plan and 10,676,826 shares available for future issuance under our ESPP. No additional awards will be granted under the 2012 Plan and, as a result, no shares remain available for issuance for new awards under the 2012 Plan. |
Director Compensation Table
| The number of shares available for issuance under the 2021 Plan will be annually increased on January 1 of each calendar year (beginning in 2022 and ending in 2031) by an amount equal to the lesser of (i) a number of shares of Class A common stock and Class B common stock such that the aggregate number of shares available for grant under the 2021 Plan immediately following such increase shall equal 5% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as is determined by our Board. |
Director Compensation Table
| The number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year (beginning in 2022 and ending in 2031) by an amount equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our Board. |
Director Compensation Table
| (4) Includes 9,861,876 shares subject to outstanding awards granted under our 2022 Employment Inducement Award Plan as of December 31, 2024. |
Director Compensation Table
| (5) Includes shares available for issuance under our 2022 Employment Inducement Award Plan as of December 31, 2024. |
Medical Loss Ratio
Medical Loss Ratio Medical Loss Ratio is a metric used to calculate medical expenses as a percentage of net premiums before ceded quota share reinsurance, as set forth in the table below. Medical expense primarily consists of both paid and unpaid medical expenses incurred to provide medical services and products to our members. Medical claims include fee-for-service claims, pharmacy benefits, capitation payments to providers, provider disputed claims and various other medical-related costs. The impact of the federal risk adjustment program is included in the denominator of our MLR. We believe MLR is an important metric to demonstrate the ratio of our costs to pay for healthcare of our members to the net premium before ceded quota share reinsurance. MLR in our existing products are subject to various federal and state minimum requirements.
Medical Loss Ratio
| | Year Ended December 31, | | | (in thousands, except percentages) | 2024 | 2023 | | Medical | $7,332,589 | $4,642,024 | | Less: Ceded quota share reinsurance claims(1) | (2,029) | 2,057 | | Net claims before ceded quota share reinsurance(A) | $7,334,618 | $4,639,967 | | Premiums | $8,971,259 | $5,686,069 | | Less: Ceded quota share reinsurance premiums(2) | (881) | (2,211) | | Net premiums before ceded quota share reinsurance(B) | $8,972,140 | $5,688,280 | | Medical Loss Ratio (A divided by B) | 81.7% | 81.6% |
Medical Loss Ratio
| (1) Represents prior period development for claims ceded to reinsurers pursuant to quota share treaties accounted for under reinsurance accounting, which are in runoff. |
Medical Loss Ratio
| (2) Represents prior period development for premiums ceded to reinsurers pursuant to quota share treaties accounted for under reinsurance accounting, which are in runoff. |
Medical Loss Ratio
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SG&A Expense Ratio
SG&A Expense Ratio The SG&A Expense Ratio reflects the Company’s selling, general and administrative expenses, as a percentage of Total revenue. Selling, general and administrative expenses primarily include distribution expenses, wages, benefits, costs of software and hardware, the impact of quota share reinsurance, stock-based compensation, and other administrative costs. We believe the SG&A Expense ratio is a valuable metric to evaluate our ability to manage our overall selling, general, and administrative cost base.
SG&A Expense Ratio
| | Year Ended December 31, | | | (in thousands) | 2024 | 2023 | | SG&A expense | $1,755,565 | $1,425,766 | | Total Revenue | $9,177,564 | $5,862,869 | | SG&A expense ratio | 19.1% | 24.3% |
SG&A Expense Ratio
Net Income (loss) attributable to Oscar Health, Inc. Net Income (loss) attributable to Oscar Health, Inc. is Net earnings (loss) allocated to the Company after income (loss) attributable to noncontrolling interests. It is a key indicator of the Company’s profitability and operational efficiency, allowing management to evaluate performance and make informed decisions on strategic planning, cost management, and resource allocation.
Adjusted EBITDA
Adjusted EBITDA Adjusted EBITDA is defined as Net income (loss) for the Company and its consolidated subsidiaries before interest expense, income tax expense and depreciation and amortization, as further adjusted for stock-based compensation and other items that are considered unusual or not representative of underlying trends of our business, where applicable for the period presented. We present Adjusted EBITDA, as we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is a non-GAAP measure. Management believes that investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate Adjusted EBITDA in the same manner. Management uses Adjusted EBITDA:
Adjusted EBITDA
| • | as a measurement of operating performance because it assists us in comparing the operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations; |
Adjusted EBITDA
| • | for planning purposes, including the preparation of our internal annual operating budget and financial projections; |
Adjusted EBITDA
| • | to evaluate the performance and effectiveness of our operational strategies; and |
Adjusted EBITDA
| • | to evaluate our capacity to expand our business. |
Adjusted EBITDA
| Oscar Health, Inc. | 83 | 2025 Proxy Statement |
Adjusted EBITDA
By providing this non-GAAP financial measure, together with a reconciliation to the most comparable U.S. GAAP measure, Net income (loss), we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as an alternative to, or a substitute for Net income (loss) or other financial statement data presented in our Consolidated Financial Statements as indicators of financial performance.
Adjusted EBITDA
| | Year Ended December 31, | | | (in thousands) | 2024 | 2023 | | Net Income (loss) | $26,121 | $(270,594) | | Interest expense | 23,734 | 24,603 | | Other expenses | 105 | 7,082 | | Income tax expense | 7,305 | 3,294 | | Depreciation and amortization (“D&A”) | 32,145 | 30,694 | | Stock-based compensation(1) | 109,824 | 159,683 | | Adjusted EBITDA | $199,234 | $(45,238) |
Adjusted EBITDA
| (1) Represents non-cash expenses related to equity-based compensation programs, which vary from period to period depending on various factors including the timing, number, and the valuation of awards. Additionally, these expenses are reported net of any stock-based compensation that has been capitalized for software development costs. Year ended December 31, 2023 includes a non-recurring charge of $46.3 million related to accelerated stock-based compensation expense recognized as a result of the cancellation of the Founders Awards previously granted to Mario Schlosser and Joshua Kushner. |
Adjusted EBITDA
| Oscar Health, Inc. | 84 | 2025 Proxy Statement |