Form 4: Omada Health Director Jonathan Root Receives Equity Grant

Omada Health, Inc. Director Jonathan D. Root was granted 237 restricted stock units as part of his compensation, increasing his direct beneficial ownership to 9,973 shares.

Summary

• Jonathan D. Root, a Director of Omada Health, Inc. (OMDA), acquired 237 shares of Common Stock on July 5, 2025.
• The acquisition was a grant of Restricted Stock Units (RSUs) under the Issuer's Non-Employee Director Compensation Program, provided in lieu of retainer fees. Each RSU represents the right to receive one share of Common Stock.
• Following this transaction, Jonathan D. Root directly beneficially owns 9,973 shares of Common Stock.
• He also indirectly beneficially owns 4,571,769 shares through U.S. Venture Partners X, L.P. and 146,257 shares through USVP X Affiliates, L.P.
• Jonathan D. Root is a managing member of Presidio Management Group X, L.L.C., the general partner of these venture funds, and disclaims beneficial ownership of these indirect shares except to the extent of any pecuniary interest.

Sentiment

Score: 7

Explanation: The filing indicates routine equity compensation for a director, which aligns interests and is generally viewed positively as a standard governance practice. No negative or unexpected information is present.

Positives

• The grant of restricted stock units to a director aligns management's interests with those of shareholders.
• Equity compensation is a common practice to incentivize long-term commitment and performance.

Future Outlook

No specific forward-looking statements or guidance are provided beyond the details of the completed equity grant.

Management Comments

• Represents restricted stock units ('RSUs') that were granted pursuant to the Issuer's Non-Employee Director Compensation Program (the 'Program') in lieu of retainer fees.
• Each RSU represents the right to receive one (1) share of Common Stock.
• The Reporting Person disclaims beneficial ownership of such shares [held by USVP X Funds], except to the extent of any pecuniary interest therein.

Industry Context

The grant of restricted stock units to non-employee directors in lieu of cash retainer fees is a common practice across various industries, particularly in technology and growth-oriented companies, to conserve cash and align director incentives with long-term shareholder value.

Comparison to Industry Standards

• Equity compensation for non-employee directors, such as RSUs, is a standard practice in the U.S. market, comparable to practices at companies like Teladoc Health, Livongo Health (prior to acquisition), and other digital health or SaaS companies, which often use equity to attract and retain board talent.
• The specific number of units (237) is relatively small for a single grant, suggesting it's part of a regular, recurring compensation structure rather than a large, one-time award.
• The indirect ownership through venture capital funds is typical for directors who are also partners at investment firms, a common scenario in early-stage or growth companies.

Corporate Governance

Related Party Transactions

• Jonathan D. Root's indirect beneficial ownership of 4,571,769 shares through U.S. Venture Partners X, L.P. and 146,257 shares through USVP X Affiliates, L.P. is disclosed. He is a managing member of Presidio Management Group X, L.L.C., the general partner of these funds, and may share voting and dispositive power. He disclaims beneficial ownership except for pecuniary interest. This structure is a common form of related party disclosure for venture capital-backed companies.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's interests with shareholders, potentially leading to better long-term decision-making.
• Management/Employees: Reinforces the company's commitment to equity-based compensation, which can be a positive signal for employee retention and motivation.

Next Steps

• Vesting of the granted restricted stock units, which will convert into common stock shares upon meeting specified conditions (typically time-based).

Key Dates

Recommendation

Keywords

Omada Health, OMDA, Jonathan D. Root, Director Compensation, Restricted Stock Units, RSU, Insider Transaction, SEC Form 4, Equity Grant, Beneficial Ownership