DEF: Oscar Health Announces Virtual Annual Meeting of Stockholders and Board Nominees

Oscar Health will hold its 2025 Annual Meeting of Stockholders virtually on June 4, 2025, to vote on director elections, ratification of the accounting firm, and executive compensation.

Summary

• Oscar Health, Inc. will hold its Annual Meeting of Stockholders virtually on June 4, 2025.
• Stockholders of record as of April 10, 2025, are entitled to vote.
• The meeting will address the election of nine directors, the ratification of PricewaterhouseCoopers LLP as the independent accounting firm, and an advisory vote on executive compensation.
• The Board of Directors recommends voting for all director nominees, the ratification of PricewaterhouseCoopers LLP, and the approval of executive compensation.
• The proxy statement and the 2024 Annual Report are available online.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance and a focus on corporate governance. The board's recommendations and the company's commitment to its mission contribute to a favorable sentiment.

Positives

• The Board of Directors is composed of a majority of independent directors.
• The company has strong corporate governance practices, including annual election of directors, a sunset on the dual-class capital structure, and a separation of the Board Chair and CEO positions.
• The company achieved consolidated Adjusted EBITDA profitability in 2024 and net income profitability.
• The company has a clawback policy for incentive-based compensation.

Risks

• The company is subject to risks related to its ability to execute its strategy, manage growth, estimate medical expenses, and comply with regulations.
• The company faces heightened competition in the health insurance market.
• The company's dual-class structure and controlled company status could lead to adverse publicity or other adverse consequences.

Future Outlook

The company aims to build products and services to meet the needs of its members and believes in the importance of mission-orientation and varied perspectives to help solve the challenges of healthcare.

Management Comments

• Mark T. Bertolini, Chief Executive Officer and Director, urges stockholders to vote and submit their proxy promptly.
• The Board of Directors believes that its strong corporate governance practices help achieve performance goals and maintain trust.
• Management delivered the strongest year of financial performance in Company history.

Industry Context

The company operates in the health insurance industry and competes with other health insurance providers.

Comparison to Industry Standards

• 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 reflects a hybrid approach intended to reflect the Company's disruptive business model and talent strategy that straddles the managed care and healthtech industries.
• 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.

Management Changes

Corporate Governance

Related Party Transactions

• The company has transactions with Sanford Health, where William Gassen III, a board member, is the CEO.
• The company has an Investors Rights Agreement with certain stockholders, including entities affiliated with Thrive Capital, where Joshua Kushner, a board member, is the Founder and Chief Executive Officer.

Stakeholder Impact

• The company's performance and governance practices impact shareholders, employees, members, commercial partners, regulators, and other stakeholders.
• The company aims to make a healthier life accessible and affordable for all.

Next Steps

• Stockholders are urged to vote their shares.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation in future decisions.
• The company will continue to engage with shareholders to understand their views on executive compensation.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, Executive Compensation, PricewaterhouseCoopers, Corporate Governance, Oscar Health