Form 4: Oscar Health Director Acquires Deferred Stock Units in Lieu of Cash Compensation

Oscar Health director Jeffery H. Boyd acquired 2,043 deferred stock units in lieu of cash compensation for board service.

Summary

• Director Jeffery H. Boyd acquired 2,043 deferred stock units of Oscar Health, Inc. on January 9, 2025.
• These units were granted in lieu of cash retainer payments for his service on the board of directors.
• The price of the deferred stock units was calculated using the closing price of Oscar Health's Class A common stock on January 8, 2025, which was $15.29 per share.
• The deferred stock units will be settled for cash or shares of Class A common stock within 45 days of certain events, such as termination of service, a change in control, death, or disability.
• The deferred stock units are 100% vested on the grant date.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction of director compensation, which is generally viewed as neutral to slightly positive as it aligns director interests with shareholders. There are no significant negative implications.

Positives

• The director's decision to take compensation in stock units aligns his interests with those of shareholders.
• The units are fully vested upon grant, indicating immediate ownership.

Risks

• The settlement of the deferred stock units could potentially dilute existing shareholders if settled in shares.
• The timing of the settlement is dependent on future events, which introduces some uncertainty.

Future Outlook

The deferred stock units will be settled for cash or shares of Class A common stock within 45 days of the first to occur of (i) termination of service; (ii) a change in control; (iii) death; or (iv) disability.

Industry Context

This type of equity compensation is common for board members in publicly traded companies, aligning their interests with shareholders and incentivizing long-term value creation.

Comparison to Industry Standards

• Granting deferred stock units to directors is a standard practice in the industry, similar to companies like UnitedHealth Group (UNH) and Cigna (CI), which also use equity-based compensation for their board members.
• The vesting terms of 100% on the grant date are relatively common, although some companies may have longer vesting periods.
• The settlement terms, within 45 days of certain events, are also typical for deferred stock unit plans.

Stakeholder Impact

• Shareholders may view this as a positive sign of director alignment with company performance.
• The potential for share dilution upon settlement of the units is a minor consideration for shareholders.

Key Dates

Keywords

Deferred Stock Units, Director Compensation, Oscar Health, OSCR, Stock Options, Board of Directors, Equity Compensation