Form 4: Oscar Health Director William Gassen Elects Equity Compensation for Board Service

Oscar Health, Inc. Director William Gassen acquired 1,215 deferred stock units on July 10, 2025, in lieu of cash compensation for his board service, increasing his beneficial ownership to 2,745 units.

Summary

• William Gassen, a Director of Oscar Health, Inc. (OSCR), acquired 1,215 deferred stock units (DSUs).
• The transaction occurred on July 10, 2025.
• These DSUs were received in lieu of cash retainer payments for his service on the Issuer's board of directors, as per the Amended and Restated Deferred Compensation Plan for Directors.
• Each DSU represents a right to receive one share of the Issuer's Class A common stock.
• The price used to calculate the number of DSUs was $15.53, which was the closing price of Oscar Health's Class A common stock on July 10, 2025.
• The DSUs are 100% vested on the grant date.
• Settlement of the DSUs (cash or Class A common stock, at the Issuer's discretion) will occur within 45 days of the first to occur of termination of service, a change in control, death, or disability.
• Following this transaction, William Gassen beneficially owns 2,745 derivative securities (DSUs).

Sentiment

Score: 7

Explanation: The filing indicates a director's election to receive equity compensation, which is a positive sign of alignment with shareholder interests and confidence in the company. It's a routine, expected transaction with no negative implications.

Positives

• Director William Gassen's election to receive deferred stock units instead of cash aligns his interests more closely with shareholders, demonstrating confidence in the company's future performance.
• The use of a deferred compensation plan for directors is a common corporate governance practice that can help retain experienced board members.

Future Outlook

This Form 4 primarily reports a specific insider transaction and does not provide any forward-looking statements or guidance from the company regarding its future performance or strategic outlook. The settlement terms for the deferred stock units are future-oriented conditions, not company guidance.

Management Comments

• The Reporting Person elected, pursuant to the Issuer's Amended and Restated Deferred Compensation Plan for Directors, to receive deferred stock units in lieu of cash retainer payments for service on the Issuer's board of directors.

Industry Context

This transaction reflects a common practice in corporate governance where directors receive equity-based compensation to align their interests with shareholders. In the healthcare technology and insurance sector, attracting and retaining experienced board members is crucial for strategic guidance and navigating complex regulatory and market landscapes.

Comparison to Industry Standards

• The practice of compensating directors with deferred stock units or other equity-based awards is a standard practice across various industries, including healthcare and technology, to align director incentives with long-term shareholder value.
• Many publicly traded companies, such as UnitedHealth Group (UNH) or Elevance Health (ELV), also utilize equity compensation plans for their non-employee directors, often involving restricted stock units or deferred stock units, to foster long-term commitment and ownership.
• The 100% vesting on grant date for deferred stock units issued in lieu of a cash retainer is a common structure for such compensation, ensuring immediate alignment.

Corporate Governance

Related Party Transactions

• William Gassen, a Director of Oscar Health, Inc., received deferred stock units as compensation for his board service, which is a related party transaction under the company's Amended and Restated Deferred Compensation Plan for Directors.

Stakeholder Impact

• Shareholders: The election by a director to receive equity compensation instead of cash can be viewed positively by shareholders as it indicates increased alignment of interests and confidence in the company's long-term value.

Next Steps

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

Key Dates

Recommendation

Keywords

Oscar Health, OSCR, Form 4, SEC filing, insider transaction, deferred stock units, director compensation, beneficial ownership, corporate governance, equity compensation