Form 4: Oscar Health Director Opts for Equity Compensation Over Cash

Oscar Health, Inc. Director Jeffery H. Boyd elected to receive 3,380 deferred stock units valued at $15.53 per unit in lieu of cash for board service, increasing his beneficial ownership.

Summary

• Jeffery H. Boyd, a Director of Oscar Health, Inc. (OSCR), acquired 3,380 deferred stock units on July 10, 2025.
• These units were received in lieu of cash retainer payments for his service on the board of directors, pursuant to the Issuer's Amended and Restated Deferred Compensation Plan for Directors.
• The deferred stock units were valued at the closing price of Oscar Health's Class A common stock on July 10, 2025, which was $15.53 per share.
• Each deferred stock unit represents a right to receive one share of the Issuer's Class A common stock.
• The deferred stock units are 100% vested on the grant date.
• Settlement of the deferred stock units will occur for cash or shares of Class A common stock, at the Issuer's discretion, within 45 days of the first to occur of termination of service, a change in control, death, or disability.
• Following this transaction, Jeffery H. Boyd beneficially owns a total of 60,587 derivative securities.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of a director's compensation election, which involves receiving equity in lieu of cash, generally viewed as a positive for aligning interests. It does not contain any negative operational or financial news.

Positives

• Director Jeffery H. Boyd's election to receive deferred stock units instead of cash indicates a strong alignment of his interests with those of the company's shareholders, as his compensation is directly tied to the company's stock performance.
• The immediate 100% vesting of the deferred stock units on the grant date provides immediate equity ownership, further reinforcing long-term commitment.

Future Outlook

The deferred stock units will be settled for cash or shares of Class A common stock, at Oscar Health's discretion, within 45 days of the first to occur of termination of service, a change in control, death, or disability.

Industry Context

This filing reflects a common practice in corporate governance where directors elect to receive equity-based compensation, such as deferred stock units, in lieu of cash retainers. This aligns director incentives with shareholder interests, a trend widely adopted across various industries, including healthcare technology and insurance.

Comparison to Industry Standards

• The practice of compensating directors with equity, specifically deferred stock units, is a standard corporate governance practice across publicly traded companies, including those in the health insurance and insurtech sectors like Oscar Health.
• This method is often preferred as it aligns the financial interests of directors with those of long-term shareholders, a benchmark for good governance.

Corporate Governance

Related Party Transactions

• This transaction represents a compensation arrangement between a director (Jeffery H. Boyd) and Oscar Health, Inc., which is a standard related-party transaction for director remuneration.

Stakeholder Impact

• Shareholders: The election of equity compensation by a director enhances the alignment of management's financial interests with those of the shareholders, potentially fostering more shareholder-centric decision-making.

Next Steps

• Settlement of the deferred stock units will occur within 45 days of the first to occur of termination of service, a change in control, death, or disability.

Key Dates

Keywords

Oscar Health, OSCR, Form 4, insider transaction, deferred stock units, director compensation, equity compensation, Jeffery H. Boyd, SEC filing, corporate governance, Rule 10b5-1