DEF: Oscar Health Schedules 2026 Annual Meeting

Oscar Health, Inc. has announced its 2026 Annual Meeting of Stockholders will be held virtually on June 4, 2026, to elect directors, approve executive compensation, and ratify auditor appointment.

Summary

• Oscar Health, Inc. is holding its 2026 Annual Meeting of Stockholders on June 4, 2026, at 10:00 a.m. Eastern time.
• The meeting will be conducted entirely virtually via live webcast.
• Key items of business include the election of eight director nominees, an advisory vote to approve named executive officer compensation (Say-on-Pay), and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
• Stockholders of record as of April 10, 2026, are entitled to vote.
• The company highlights its corporate governance practices, including a majority independent board, independent committee chairs, and regular board refreshment.
• Stockholder engagement in 2025 focused on board committee composition, incentive program metrics, and alignment of pay and performance.
• The company's financial performance in 2025 included a 28% increase in revenue to $11.7 billion and a 160 basis point improvement in SG&A expense ratio, despite a reported $396.3 million loss from operations.
• Oscar Health reported record membership for the 2026 open enrollment period, reaching 3.4 million members as of February 1, 2026, and nearly doubling its market share to 30%.
• The company has secured continued CEO leadership through an amended employment agreement extending to April 1, 2029.
• Executive compensation for 2025 was largely performance-based, with a 91.0% payout of the target annual incentive pool, reflecting downward discretion by the compensation committee due to industry headwinds.
• Long-term incentives for 2025 consisted of 50% Restricted Stock Units (RSUs) and 50% Performance-based RSUs (PSUs), with PSUs tied to Adjusted EBIT and relative Total Shareholder Return (TSR).
• For 2026, PSU performance metrics will shift to solely rely on relative TSR, subject to an absolute TSR cap, due to market and regulatory challenges in setting long-term financial targets.
• The company's CEO, Mark T. Bertolini, received a significant equity award valued at $45 million for 2026, comprising 50% time-based RSUs and 50% PSUs.
• The company's CEO pay ratio for 2025 was approximately 10.4 to 1.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed sentiment. While the company highlights strong membership growth and revenue increases, the reported operational loss and the exercise of downward discretion on executive bonuses indicate underlying financial challenges and performance shortfalls.

Positives

• Record membership for the 2026 open enrollment period, reaching 3.4 million members as of February 1, 2026.
• Nearly doubled market share from 17% to 30% across its footprint.
• 28% increase in year-over-year revenue to $11.7 billion in 2025.
• 160 basis point improvement in SG&A expense ratio in 2025.
• Secured continued CEO leadership through April 1, 2029, with an amended employment agreement.
• Strong corporate governance practices, including a majority independent board and independent committee chairs.
• Positive stockholder feedback on Say-on-Pay vote at the 2025 Annual Meeting (approximately 100% in favor).
• Strategic additions to the executive team with experienced leaders Janet Liang and Adam McAnaney.
• The company's stock price has more than doubled during CEO Mark T. Bertolini's tenure.
• The company achieved profitability for the first time under CEO Mark T. Bertolini's leadership (though a loss was reported for 2025 operations).

Negatives

• Reported a $396.3 million loss from operations in 2025.
• The T&C Committee exercised downward discretion on the annual incentive pool, funding it at 91.0% of target despite formulaic achievement of 105.9% of target, acknowledging challenging industry dynamics.
• Mr. Bertolini's 2023 PSU award had its final tranche forfeited as the $39 stock price hurdle was not achieved.
• The company excluded 124 employees from its median employee calculation for the CEO pay ratio due to recent acquisitions.

Risks

• Industry-wide increase in market morbidity driven by factors such as Medicaid lives entering the market and program integrity initiatives.
• Evolving federal or state laws or regulations, including changes to the Patient Protection and Affordable Care Act, enhanced Advanced Premium Tax Credits, new program integrity rules, or government actions.
• Unanticipated results of, or changes to, risk adjustment programs or estimates.
• Challenges in accurately estimating incurred medical expenses or overall market morbidity, or effectively managing medical costs.
• Potential for adverse market conditions affecting the investment portfolio and financing needs.
• Incurrence of data security breaches of the company's or its partners' information and technology systems.
• Heightened competition in the markets in which the company participates.
• Uncertainties associated with the utilization of certain artificial intelligence and machine learning models.
• Adverse publicity or other adverse consequences related to the company's dual class structure or controlled company status.
• Challenges in setting reliable three-year financial targets for performance-based equity awards due to current market and regulatory environments.

Future Outlook

Oscar Health is strongly positioned to deliver significant margin expansion and a return to profitability in 2026, driven by record membership, increased market share, and top-line growth achieved through decisive actions in 2025. The company anticipates continued above-market growth.

Management Comments

• "We are proud to have the highest levels of customer satisfaction in the industry, with 3.4 million(1) members who continue to choose Oscar."
• "Our strong corporate governance practices help us maintain the trust and confidence of our stockholders, employees, members, partners, regulators, and other stakeholders."
• "We consider stockholder engagement to be essential to good corporate governance, and are committed to maintaining regular communication with our stockholders."
• "The Board wishes to recognize and thank Jeffery Boyd, who will not be standing for reelection at the Annual Meeting. During his distinguished service, Mr. Boyd made immeasurable contributions to the Company."
• "The T&C Committee is steadfastly committed to a pay-for-performance philosophy that aligns our executive compensation program with the Companys strategic goals, financial performance, and the long-term interests of our stockholders."
• "Through Mr. Bertolinis leadership, the Company has transformed into an industry leader and significant driver of change in the individual health insurance marketplace, the stock price has more than doubled, and the Company achieved profitability for the first time."

Industry Context

StockSavvy.ai notes that Oscar Health's focus on a full-stack platform and member experience aligns with broader trends in the healthcare technology sector, emphasizing digital engagement and personalized care. The company's strategic moves, including expanding market share and leveraging AI, position it within a competitive landscape where innovation and efficiency are key differentiators.

Comparison to Industry Standards

• The company's SG&A expense ratio improvement of 160 basis points in 2025 is a positive operational development, though specific industry benchmarks for this metric in the health insurance technology sector are highly variable and depend on business model nuances.
• Oscar Health's reported revenue CAGR of 41% from 2023-2025 is a strong growth indicator, outperforming many established players in the managed care space, which typically exhibit more moderate growth rates.
• The company's stated goal of returning to profitability in 2026, following a reported loss in 2025, reflects a common challenge in the health insurance industry where managing medical costs and regulatory environments are critical for sustained financial health. Competitors like UnitedHealth Group (Optum) and Elevance Health (Anthem) have demonstrated success in balancing growth with profitability through diversified business segments and advanced analytics.
• The shift in long-term incentive performance metrics for 2026 to solely rely on Total Shareholder Return (TSR) is a trend observed across the industry, as companies seek to align executive pay more directly with shareholder value creation, especially when internal financial targets become difficult to set reliably due to market volatility. This approach is common among technology and growth-oriented companies.

Management Changes

Corporate Governance

Related Party Transactions

• Oscar Health has a services agreement with an affiliate of Sanford Health, where director William (Bill) J. Gassen III is CEO. In 2025, Oscar billed Sanford Health approximately $1.9 million and was billed approximately $1.6 million for services provided by Sanford Health entities.
• Entities affiliated with Thrive Capital Management, LLC (where director Joshua Kushner is Founder and CEO) purchased $35.0 million in aggregate principal amount of 7.25% Convertible Senior Notes due 2031. Thrive Capital also received a cash fee of approximately $1.1 million in connection with the 2030 Notes offering.
• Dragoneer exchanged $250 million aggregate principal amount of its 2031 Notes for approximately 30 million shares of Class A common stock and received an inducement payment of approximately $17.8 million, partly in cash and partly in shares.
• Oscar Health sold 1,000,000 shares of Class A common stock to CEO Mark T. Bertolini for $11.92 million on April 3, 2026, at the preceding day's closing price.

Stakeholder Impact

• Shareholders: The election of directors, advisory vote on executive compensation, and ratification of auditor appointment are key governance matters. Changes in incentive metrics and future outlook may impact share value.
• Employees: The company's focus on talent management and executive compensation, including new hire awards, indicates an emphasis on retaining key personnel. The company also offers benefits like 401(k) matching and sabbatical leave.
• Members: The company emphasizes its focus on member experience and customer satisfaction, with AI-driven bots and health agents aimed at improving service. Record membership growth suggests positive member reception.
• Providers: The company aims to maintain good relations with physicians, hospitals, and other providers within its networks.
• Creditors: The company has outstanding convertible senior notes, and its financial performance and future outlook will impact its ability to service this debt.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on June 4, 2026.
• Elect eight director nominees to serve until the 2027 Annual Meeting.
• Conduct an advisory vote to approve named executive officer compensation.
• Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
• Continue to execute on the strategy to deliver significant margin expansion and a return to profitability in 2026.

Key Dates

Recommendation

Oscar Health demonstrates strong growth in membership and revenue, coupled with significant market share gains. However, the reported operational loss in 2025, the downward adjustment of executive bonuses, and the inherent volatility in the health insurance market present considerable risks. While the company is positioned for future profitability, the path to sustained profitability and the execution of its strategy require careful monitoring. Therefore, a 'hold' recommendation is appropriate, suggesting investors await further evidence of consistent financial improvement and risk mitigation before considering a more aggressive stance.

Keywords

Oscar Health, Proxy Statement, Annual Meeting, Stockholder Meeting, Director Election, Executive Compensation, Say-on-Pay, Auditor Ratification, PricewaterhouseCoopers, Corporate Governance, Virtual Meeting, SEC Filing, DEF 14A