Oscar Health : Proxy Materials for the 2026
OSCR
Published on 04/22/2026 at 05:15 pm EDT
Notice & Proxy Statement
Annual Meeting of Stockholders
June 4, 2026
10:00 a.m. (Eastern time)
OSCAR HEALTH, INC.
75 VARICK STREET, 5TH FLOOR NEW YORK, NEW YORK 10013
April 22, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the ''Annual Meeting'') of Oscar Health, Inc. at 10:00 a.m. Eastern time on Thursday, June 4, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called ''How can I attend the Annual Meeting?'' on page 73 of the proxy statement for more information about how to attend the meeting online.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
Mark T. Bertolini
Chief Executive Officer and Director
Meeting Information
How to Vote In Advance
Date and Time
Thursday, June 4, 2026 10:00 a.m. (ET)
By Mail
If you received a paper copy of the proxy card by mail, you can mark, sign, date and return it in the enclosed, postage-paid envelope
Access the Annual Meeting
Stockholders may participate by logging in at https://www.virtualshareholdermeeting.com/OSCR2026 and voting with their 16-digit control number
By Internet or Telephone
Voting by internet or telephone is fast and convenient
Internet
www.proxyvote.com
Record Date
Stockholders of record at the close of business on April 10, 2026 are entitled to attend and vote at the Annual Meeting
Telephone
1-800-690-6903
Items of Business
Proposal Recommendation of the Board For More Information
1
Election of eight director nominees to serve until the 2027 Annual Meeting of Stockholders
2
Advisory vote to approve named executive officer compensation (''Say-on-Pay'')
3
Ratification of appointment of PricewaterhouseCoopers LLP (''PWC'') as our independent registered public accounting firm for 2026
FOR each nominee Page 4
FOR Page 22
FOR Page 65
Stockholders will also consider any other business properly brought before the meeting. By Order of the Board of Directors
Melissa Curtin
Senior Vice President, Deputy General Counsel and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on June 4, 2026: The proxy statement and the annual report are available at https://www.proxyvote.com.
These proxy materials and our annual report are first being mailed or made available to stockholders on April 22, 2026.
About Oscar Health 1
Corporate Governance 2
Stockholder Engagement 3
Proposal 1: Election of Eight Director Nominees to Serve until the 2027 Annual Meeting of Stockholders 4
Nominee Biographies 5
Board Composition 9
Annual Board and Committee Evaluations 11
Director Independence 11
Board Leadership Structure 12
Board Committees 13
Key Areas of Oversight 15
Director Compensation 17
Executive Compensation 21
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation 22
Compensation Discussion and Analysis 22
Executive Summary 23
Overview of Executive Compensation Elements 27
2025 Executive Compensation Program 33
2026 Compensation Actions 42
Talent & Compensation Committee Report 46
Executive Compensation Tables 47
Other Compensation Matters 60
CEO Pay Ratio 60
Pay Versus Performance 61
Policies and Practices Related to the Grant of Certain Equity Awards 64
Audit Matters 65
Proposal 3: Ratification of Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting
Firm for 2026 65
Information About Certain Stock Ownership Matters 67
Equity Compensation Plan Information 67
Security Ownership of Certain Beneficial Owners and Management 69
Certain Relationships and Related Person Transactions 71
Voting and Meeting Information 73
APPENDIX A: Reconciliation of GAAP to Non-GAAP Financial Measures 78
APPENDIX B: Cautionary Note Regarding Forward-Looking Statements 79
Oscar Health is a leading healthcare technology company built on a full-stack platform and a relentless focus on member experience. Oscar helps make high-quality and affordable care more accessible for millions of people through Oscar's Individual & Family plans and ICHRA solutions, +Oscar technology services, and Lucie Health Marketplace. Consumers benifit from better choice, deeper engagement, and connection to high-value clinical care. 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 MISSION OUR VISION
Make a healthier life
affordable and accessible to all
Build the consumer healthcare
marketplace of the future
OUR VALUES
Delivering Results
KEY FINANCIALS
Revenue CAGR 2023 - 2025(2)
of SG&A Expense Ratio Improvement 2023 - 2025(2),(3)
OSCAR'S GROWING FOOTPRINT(4)
counties
states
OUR MEMBERS
as of February 1, 2026
NEARLY DOUBLED OUR
MARKET SHARE
from 17% in 2025 to 30% in 2026(1)
ENTERED FORTUNE
500 LIST IN 2025
Key AI Launches in 2025
Artificial intelligence (''AI'') driven ''superagent'' bots reduced care guide response times by 67% during peak open enrollment(1)
Oswell, our industry-first health agent, now completes 86% of questions it receives from members with high accuracy and quality(1)
As of February 1, 2026
From December 31, 2023 to December 31, 2025
SG&A expense ratio reflects selling, general, and administrative expenses as a percentage of total revenue (net of risk adjustment transfers); we believe the SG&A expense ratio is useful to evaluate our ability to manage our overall selling, general, and administrative cost base
As of January 1, 2026
Corporate Governance Highlights
Our strong corporate governance practices help us maintain the trust and confidence of our stockholders, employees, members, partners, regulators, and other stakeholders.
Diversity of backgrounds, skills and experiences
Clawback policy for executive officers
Mix of director tenures
Stock ownership guidelines for our executives and
directors
Regular Board refreshment (3 new directors in last 5 years)
•
Board Refreshment
Robust Board education program
Anti-hedging and anti-pledging policies
Board oversight of senior leadership succession planning and Company talent
Active stockholder engagement
Cybersecurity and AI oversight by Board and committees
•
Governance Practices
Annual director evaluation process
Annual advisory vote on executive compensation
Independent Chair
2028 sunset of dual-class capital structure
100% independent Board of Director (''Board'') committees
Annual election of all directors
Majority of directors are independent
Stockholder Rights
Independent Oversight
Stockholder Engagement
We consider stockholder engagement to be essential to good corporate governance, and are committed to maintaining regular communication with our stockholders. We highly value the perspectives of our stockholders and seek to engage in meaningful dialogue by soliciting input on a range of topics, including corporate governance and executive compensation. This stockholder feedback is communicated to our Board and its committees, and plays an important role in informing our corporate governance practices, executive compensation program, and reporting.
In 2025, we reached out to fifteen stockholders, representing about 35% of our outstanding shares held by non-controlling stockholders, and had engagements with 73% of these non-controlling stockholders. Our Chief Financial Officer (''CFO'') and Chief Legal Officer participated in a number of these engagements. Below, we highlight a few of the topics discussed during engagements with our stockholders, and actions we have taken as a result.
Topic What we heard What we did
Board committee composition
Mix of backgrounds, skills and
experiences
Incentive program metrics
Alignment of pay and performance
Preference for 100% independent Board committees
Interest in understanding how Board skills and experiences are linked to our strategy
Preference for non-overlapping metrics in short-term and long-term incentive plans
Preference for total stockholder return (''TSR'') metrics rather than Company financial metrics in long-term incentive plans
Desire to better understand factors impacting the composition of the compensation peer group used for benchmarking and the relative TSR (''rTSR'') peer group used for our performance-based equity awards
As a result of stockholder feedback during our 2024 engagements, in 2025 we updated the composition of our Nominating and Corporate Governance (''N&CG'') Committee to include only independent directors. Following this change in composition, all of our Board committees are 100% independent. See page 13.
We have enhanced our skills matrix to identify the key backgrounds, skills, and experiences considered valuable for our Board, and their relevance to our Company strategy. See page 10.
As a result of 2024 stockholder feedback, in 2025, we replaced the Adjusted EBITDA metric in our annual cash incentive program with Operating Margin. See page 34.
Due to challenges in setting three-year financial targets in the current market and regulatory environment, and as a result of stockholder feedback, the PSUs awarded in 2026 will be earned based solely on the Company's TSR performance relative to the 2026 rTSR Peer Group, subject to an absolute TSR cap. See page 42.
We have bolstered our disclosure around the comprehensive annual review of the peer groups undertaken by our Talent and Compensation (''T&C'') Committee, and the factors considered in determining each peer group. See page 39.
Proposal 1: Election of Eight Director Nominees to Serve until the 2027 Annual Meeting of Stockholders
We are asking our stockholders to elect each of the eight director nominees below to serve until the 2027 Annual Meeting of Stockholders and until each such director's respective successor is elected and qualified or until each such director's earlier death, resignation, or removal. Jeffery Boyd is not standing for reelection. As a result, the size of the Board will be reduced to eight directors, effective as of the conclusion of the Annual Meeting.
The Board of Directors recommends a vote FOR each nominee.
Joshua Kushner
Age 40
Director since 2012
Co-Founder and Vice Chair of the Board
William (Bill) J. Gassen III
Age 45
Director since 2022
Independent
David Alexander Plouffe
Age 58
Director since 2021
Independent
Mario Schlosser
Age 47
Director since 2012
Co-Founder, President of Technology and Chief Technology Officer
Mark T. Bertolini
Age 69
Director since 2023
Chief Executive Officer
Laura Lang
Age 70
Director since 2022
Independent
Siddhartha Sankaran
Age 48
Director since 2021
Independent
Vanessa Ames Wittman
Age 59
Director since 2021
Independent
Nominee Tenure
2
3
3
<5 years
5-10 years
2
>10 years
Skills and
Experiences Added(1)
Finance, accounting, capital markets
Cyber & information security
Technology innovation & digital
Marketing & brand development
Active Board Refreshment(1)
Recognizing departing director Jeffery Boyd
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. Mr. Boyd served as our independent Board Chair since our transition to a publicly traded Company in 2021, and his strategic leadership and guidance was an invaluable asset to the Company during this period of growth and transformation. The Company and the Board thank Mr. Boyd for his tireless dedication and leadership.
3 new directors added 5 directors departed,
including Mr. Boyd
(1) In last 5 years.
Nominee Biographies
Joshua Kushner
Co-Founder and Vice Chair of the Board
Age: 40
Director since: 2012
Professional Experience
Mr. Kushner co-founded Oscar in October 2012, has served as a member of our Board since December 2012, and has served as Vice Chair of our Board since February 2021.
Mr. Kushner is the Founder and Chief Executive Officer of Thrive Capital Management, LLC (''Thrive Capital''), a New York-based venture capital firm.
Mr. Kushner is the Founder and Chief Executive Officer of FLB Partners T, L.P. (''Thrive Holdings''), a New York based holding company.
Mr. Kushner holds a Bachelor of Arts degree, majoring in Government, from Harvard College, and a Master of Business Administration from Harvard Business School.
Skills and Qualifications
Mr. Kushner's experience as an investor in innovative technology companies makes him particularly qualified to serve as a member of our Board.
Mark T. Bertolini
Chief Executive Officer Age: 69
Director since: 2023
Other Public Company Directorships:
Chairman of the Board, Verizon Communications Inc. (March 2015-Present)
Professional Experience
Mark T. Bertolini has served as our Chief Executive Officer and as a member of our Board since April 2023.
During the period from February 2019 to March 2023, Mr. Bertolini served in various positions at Bridgewater Associates, LP (''Bridgewater Associates''), a global investment management firm, including as Co-Chief Executive Officer, Chairman, and a member of the board of directors.
Mr. Bertolini served as CEO of Aetna Inc., a managed health care company, from November 2010 to November 2018 and as Chairman of Aetna from April 2011 to November 2018.
Mr. Bertolini gained extensive experience across the healthcare industry in various executive roles at The Cigna Group, NYLCare Health Plans, and SelectCare, Inc.
Mr. Bertolini served as a director of CVS Health Corporation from 2018 to 2020.
Mr. Bertolini holds a Bachelor of Science degree in Business from Wayne State University and a Master of Business Administration from Cornell University.
Skills and Qualifications
Mr. Bertolini's extensive executive leadership, tech-forward thinking, and deep healthcare experience, as well as his talent management and development experience, make him particularly qualified to serve as a member of our Board.
William (Bill) J. Gassen III
President and Chief Executive Officer of Sanford Health
Age: 45
Director since: 2022
Other Public Company Directorships:
HealthEquity, Inc. (March 2026-Present)
Professional Experience
Mr. Gassen has been the President and Chief Executive Officer of Sanford Health, an integrated health system serving communities across the upper Midwest, since November 2020, and is an ex officio member of Sanford Health's Board of Trustees. In addition, he previously served in a number of leadership roles for Sanford Health over a fourteen-year period, including as Chief Administrative Officer, Chief Human Resources Officer, and Corporate Counsel.
Mr. Gassen is a former healthcare litigator and is a current member of the State Bar of South Dakota.
Mr. Gassen has served on the board of trustees of the American Hospital Association since January 2024, and currently serves as a member of the Association's Executive, and Executive Compensation committees.
He also chairs the board of directors for the Coalition to Strengthen America's Healthcare and serves as a board member for The Medical Alley Association
Mr. Gassen has been recognized by Modern Healthcare as one of the 100 Most Influential People in Healthcare.
Mr. Gassen holds a Bachelor of Science degree, majoring in criminal justice and religious studies, and a Juris Doctor, both from the University of South Dakota.
Skills and Qualifications
We believe Mr. Gassen's healthcare industry, executive leadership and business operations experience makes him particularly qualified to serve as a member of our Board.
Laura Lang
Managing Director of Narragansett Ventures, LLC
Age: 70
Director since: 2022
Other Public Company Directorships:
V. F. Corporation (October 2011-Present)
Professional Experience
Ms. Lang has served as the Managing Director of Narragansett Ventures, LLC, a strategic advisory firm focused on digital business transformation and growth investing, since January 2014.
Since November 2018, Ms. Lang has also served as an adviser to L Catterton.
Ms. Lang was the Chief Executive Officer of Time Inc., one of the largest branded media companies in the world, from January 2012 until December 2013.
From 2008 until 2012, Ms. Lang was Chief Executive Officer of Digitas Inc., a global marketing and technology agency and unit of Publicis Groupe S.A. In addition, she headed the company's pure-play digital agencies, including Razorfish, Big Fuel, Denuo and Phonevalley.
Ms. Lang previously served as a member of the boards of directors of Care.com Inc., Nutrisystem, Inc., Benchmark Electronics, Inc. and Vroom Inc.
Ms. Lang holds a Bachelor of Arts from Tufts University, majoring in political science, and a Master of Business Administration from the Wharton School of the University of Pennsylvania.
Skills and Qualifications
We believe that Ms. Lang's extensive digital expertise, financial, and executive experience, as well as her experience on compensation committees, makes her particularly qualified to serve as a member of our Board.
David Alexander Plouffe
Former President, Policy & Advocacy of the Chan Zuckerberg Initiative
Age: 58
Director since: 2021
Professional Experience
Mr. Plouffe served as an advisor to the Kamala Harris presidential campaign during 2024.
Prior to that, Mr. Plouffe served as President, Policy and Advocacy of the Chan Zuckerberg Initiative, a charitable organization established by Priscilla Chan and Facebook founder Mark Zuckerberg, from January 2017 to November 2019.
Mr. Plouffe served as Senior Vice President of Policy and Strategy of Uber Technologies, Inc., a technology-driven transportation company, from August 2014 to January 2017.
Mr. Plouffe served in The White House as Senior Advisor to former U.S. President Barack Obama from January 2011 to January 2013 and as Campaign Manager for President Obama's historic campaign victory in 2008.
Prior to the Obama White House years, Mr. Plouffe managed and served as the strategist in election efforts of U.S. senators, governors, members of congress, and mayors, and served as the Deputy Chief of Staff to the House Democratic leader on Capitol Hill.
Mr. Plouffe has served as a member of the board of directors of the Obama Foundation, a nonprofit organization founded by First Lady Michelle Obama and President Barack Obama, since January 2014, and currently serves on the boards of directors of a number of other nonprofit organizations.
Mr. Plouffe holds a Bachelor of Arts degree, majoring in Political Science and Government, from the University of Delaware.
Skills and Qualifications
We believe Mr. Plouffe's extensive experience in public policy and advocacy makes him particularly qualified to serve as a member of our Board.
Siddhartha Sankaran
Group Chief Financial Officer and Chief Operating Officer of FWD Group Holdings Limited
Age: 48
Director since: 2021
Professional Experience
Mr. Sankaran is currently the Group Chief Financial Officer & Group Chief Operating Officer of FWD Group Holdings Limited, an insurance company, but announced that he expects to depart from this role this year. Prior to this role, Mr. Sankaran served as their Managing Director and Group Chief Financial Officer beginning in September 2023 and their Senior Advisor from June 2023 to September 2023.
Mr. Sankaran also served as our Chief Financial Officer from March 2019 to March 2021, provided transitional services to Oscar from March 2021 to June 2021 and served as our Interim Chief Financial Officer from December 2022 to September 2023.
Mr. Sankaran has also had a number of executive roles in the insurance industry, including as the Chairman and Chief Executive Officer of SiriusPoint Ltd., a global (re)insurance company, from March 2021 to May 2022.
He also served as a member of the board of directors of Third Point Reinsurance Ltd., the predecessor to SiriusPoint, from August 2019 to February 2021, including as its Chairman from August 2020 to February 2021.
Prior to that, Mr. Sankaran served as Executive Vice President and Chief Financial Officer of American International Group, Inc. (''AIG''), a global insurance company, from
February 2016 to December 2018. Mr. Sankaran also served as Executive Vice President and Chief Risk Officer at AIG from November 2010 to February 2016.
Mr. Sankaran was formerly a Partner at Oliver Wyman, a global management consultancy.
Mr. Sankaran holds a Bachelor of Mathematics degree, majoring in actuarial science, with distinction from the University of Waterloo.
Skills and Qualifications
We believe Mr. Sankaran's extensive leadership and financial and risk-management experience make him particularly qualified to serve as a member of our Board.
Mario Schlosser
Co-Founder, President of Technology & Chief Technology Officer
Age: 47
Director since: 2012
Other Public Company Directorships:
Duolingo, Inc. (July 2024-Present)
Professional Experience
Mario Schlosser co-founded Oscar in 2012 and has served as a Director since that time. He has also served as our President of Technology since April 2023 and was additionally appointed as Chief Technology Officer in August 2023. Previously, Mr. Schlosser served as our Chief Executive Officer from December 2012 to April 2023, leading the Company from inception to serving over one million members across Individual & Family and Small Group health plans. In his current role, Mr. Schlosser leads product and engineering, data science and cybersecurity, with a focus on building Oscar's technology platform.
Prior to Oscar, Mr. Schlosser co-founded Vostu, Ltd., a social gaming company in Latin America, where he led the company's analytics and game design practices from August 2006 to November 2012.
From August 2007 to March 2010, Mr. Schlosser served as a Senior Investment Associate at Bridgewater Associates, where he developed analytical trading models.
Mr. Schlosser worked as a consultant for McKinsey & Company in Europe, the United States, and Brazil from November 2002 to May 2007.
Mr. Schlosser holds a degree in computer science with highest distinction from the University of Hannover and a Master of Business Administration from Harvard Business School.
As a visiting scholar at Stanford University, Mr. Schlosser wrote and co-authored 10 computer science publications.
Skills and Qualifications
We believe Mr. Schlosser's perspective and experience from serving as a co-founder and Chief Executive Officer of various companies, including Oscar, as well as his technical acumen, make him particularly qualified to serve as a member of our Board.
Vanessa Ames Wittman
Former Chief Financial Officer of Glossier, Inc.
Age: 59
Director since: 2021
Other Public Company Directorships:
AIG
(March 2023-Present)
Booking Holdings (June 2019-Present)
Professional Experience
Ms. Wittman was the Chief Financial Officer of Glossier, Inc., an online beauty product company, from April 2019 to April 2022, and served as an Advisor until December 2022.
Ms. Wittman served as Chief Financial Officer of Oath Inc., a digital media company, from January 2018 to January 2019.
Ms. Wittman served as Chief Financial Officer of Dropbox, Inc., a cloud storage and collaboration company, from February 2015 to October 2016.
Ms. Wittman served as Chief Financial Officer of Motorola Mobility Holdings, Inc., a consumer electronics and telecommunications company, from 2012 to 2015.
From 2008 to 2012, Ms. Wittman served as Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, a global professional services company.
From June 2014 to March 2019, Ms. Wittman was a member of the board of directors of Ulta Beauty, Inc., a cosmetics and beauty supply company.
She also served as a member of the board of directors of Sirius XM Holdings Inc., an audio entertainment company, from April 2011 to June 2018, and of Impossible Foods Inc. from March 2019 to December 2025.
Ms. Wittman holds a Bachelor of Arts degree, majoring in Business Administration, from the University of North Carolina at Chapel Hill, and a Master of Business Administration from the University of Virginia.
Skills and Qualifications
We believe Ms. Wittman's extensive financial and executive experience, including as Chief Financial Officer of global technology companies, makes her particularly qualified to serve as a member of our Board.
Board Composition
The Board regularly considers its composition and reviews the skills and experiences that it believes are desirable to be represented on the Board in order to align with the Company's strategic goals, business and operations and enable it to fulfil its oversight responsibilities. The following identifies some of these key qualifications and skills, describes their relevance to our strategic goals, business, and operations, and denotes which director nominees possess these skills:
Bertolini
Gassen
Kushner
Lang
Plouffe
Sankaran
Schlosser
Wittman
Key Qualifications and Skills
Executive Leadership. We seek directors with experience as a Chief Executive Officer (''CEO''), President or C-suite executive, as they possess the critical leadership skills necessary to effectively address the demands and challenges of managing a large organization.
• • •
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•
Finance, Accounting and Capital Markets. We seek directors with experience in public accounting, financial reporting, capital structure and financial transactions, to monitor and assess our performance, to promote robust controls and accurate financial reporting, and to oversee the optimization of our capital structure and financing opportunities.
• • •
• • • •
•
Business Development, Corporate Transactions, M&A. We seek directors with strong knowledge of, or experience in, defining and driving business and strategic development for a company, including M&A deal and integration experience, to oversee the assessment of opportunities consistent with our strategic priorities.
•
Business Operations. We seek directors with experience managing the operations of a business or a large, complex organization.
•
Healthcare Industry. We seek directors with strong knowledge or experience in the healthcare or health insurance industry who bring valuable perspectives on issues specific to our business.
•
Risk Management. Due to their key role in risk oversight, we seek directors with a deep understanding of risk management, analytics, and enterprise risk management (''ERM'').
•
Corporate Governance. We seek directors experienced in overseeing corporate governance and Board strategies aligned with public company best practices.
• • •
• • •
• •
•
•
• • •
• • • •
• • •
• • • •
• • • •
• •
Compensation or Talent Development. We seek directors with experience in talent management and executive compensation knowledge and experience, to effectively oversee the management of talent that is critical to our growth and success.
• • • • •
• •
Public Policy, Government Affairs or Regulatory Experience. As a health insurance company, we seek directors with experience in public policy and/or an understanding of the complex regulatory and governmental environment in which we operate.
• • •
•
Technology Innovation and Digital Experience. We seek directors with deep knowledge in technology architecture, risk and innovation, including AI, to enhance the Board's understanding of relevant risks and opportunities related to our strategic objective of building a technology-enabled health insurance marketplace to improve consumer healthcare experiences.
• • • • •
• •
Cybersecurity or Information Security. As a technology company, our cybersecurity and information security are critical, and we seek directors with a significant understanding of cybersecurity matters including network protection, data security and threat assessment to oversee these key matters.
• • • •
•
Marketing and Brand Development. We seek directors with experience with direct-to-business and/or consumer sales and marketing, including building and marketing products in complex business and consumer ecosystems, as we continue to build our brand and grow member, provider and broker awareness and retention.
• • •
We believe that decision-making is enhanced by having a Board with diversity of expertise and experience. In accordance with our Corporate Governance Guidelines, the N&CG Committee considers this among other factors when evaluating the composition of the Board. When recommending director nominees, the Board and the N&CG Committee evaluate how the experience and skill set of each director nominee complements those of the other director nominees and sitting Board members to create a balanced Board with the necessary tools to perform its oversight function effectively and represent stockholder interests using its diversity of experience.
We regularly evaluate the Board's composition to ensure that we have the right mix of skills and experiences to oversee the ongoing execution of our strategy, as we work to continue to enhance stockholder value. In furtherance of the Board's active role in refreshment and succession planning, in the last five years, the Board has appointed 3 new directors and
5 directors have departed, including Mr. Boyd, who is not standing for reelection this year.
We believe that a Board composed of directors with varying lengths of service is essential for strong oversight of the Company's strategy and risk. Our longer-tenured directors bring substantial institutional knowledge and a deep understanding of the business, strengthening the Board's ability to guide strategy and manage risk. At the same time, shorter-tenured directors contribute fresh perspectives. The Board views this blend of experience and new viewpoints as providing a well-balanced range of insights that benefits the Board as a whole.
In last five years:
3 new directors added
5 directors departed, including Mr. Boyd
Nominee Tenure
2
3
3
<5 years
5-10 years
2
>10 years
Succession Planning and Director Recruitment Process
1 Assess
2 Identify
3 Evaluate
4 Recommend
The N&CG Committee seeks to
assemble a group of directors that has the necessary tools to further the Company's strategic goals and perform its oversight function effectively in light of the Company's business and structure.
The N&CG Committee has developed and maintains a skills matrix to assist it in considering the characteristics required of each director candidate, along with the appropriate balance of experience, qualifications and skills that should be represented on the Board as a whole.
The N&CG Committee uses this matrix to assist it in prioritizing the experience, qualifications and skills that will support the Company's business and strategy, and complement the Board's current composition, taking into account the Company's general criteria for director nominees set forth in the Company's Corporate Governance Guidelines.
The N&CG Committee is primarily responsible for
searching for qualified director candidates for election to the Board and filling vacancies on the Board.
To facilitate the search process, the N&CG Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The N&CG Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders.
Stockholders may recommend individuals to the N&CG Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the N&CG Committee, c/o Secretary, Oscar Health, Inc., 75 Varick Street, 5th Floor, New York, New York 10013. The N&CG Committee will evaluate stockholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
Once potential
candidates are identified, the N&CG Committee reviews the backgrounds of those candidates, evaluates their independence from the Company and any potential conflicts of interest, and determines if they meet the qualifications desired by the N&CG Committee.
The N&CG
Committee makes a recommendation to the full Board as to who should be nominated by the Board, and the Board determines the nominees.
5 Elect
Our stockholders elect directors to serve one-year terms.
Annual Board and Committee Evaluations
Our Board believes that a robust and constructive evaluation process is critical to Board and committee effectiveness. The Board and each of its committees conducts a self-evaluation annually to assess its own performance and identify areas for enhancement.
Evaluation topics cover several areas, including Board or committee composition (as applicable), Board or committee responsibilities, (as applicable), process and function, and technology.
Planning
The N&CG Committee and the Chair of the Board review the format and process of the annual evaluations, including topics to be addressed and whether it is appropriate for the evaluation to be conducted internally or by an independent consultant.
Surveys and Interviews
Board and committee self-evaluation surveys are completed by each
director on an anonymous basis to encourage candid feedback. The Chair of the Board also conducts an interview with each non-employee director to obtain feedback.
Board and Committee Discussions
Anonymized results of the Board and committee evaluations are reported to the Board. The Chair of the Board reviews and discusses the results of the survey, as well as insight from his interviews, in executive session of
the Board.
4
Following the executive sessions, appropriate actions are implemented.
For 2025, these included upgrading our Board portal to a more intuitive and optimized platform in order to streamline information sharing and other tasks, allowing the Board to function more effectively.
Director Independence
Our Board has determined that Messrs. Boyd, Gassen, Plouffe, Sankaran and Mses. Lang and Wittman each qualify as ''independent'' in accordance with the listing requirements of the New York Stock Exchange (''NYSE'').
In making these determinations, our Board reviewed and discussed information with regard to each director's business and personal activities and relationships as they may relate to us and our management. Specifically, the Board considered that Mr. Gassen is the CEO of Sanford Health, which periodically receives payments from the Company in connection with claims made by members with respect to services provided by Sanford Health, and which utilizes +Oscar services, each as described further under ''Certain Relationships and Related Person Transactions.'' The Board has determined that the Company's relationship with Sanford Health does not impair the independence of Mr. Gassen from us and our management. There are no family relationships among any of our directors or executive officers.
Board Leadership Structure
The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to ensure both independent oversight of management and a highly engaged and high-functioning Board. Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board with flexibility to determine which structure would be in the best interests of our Company, and to either combine or separate the positions of Chair of the Board and CEO. The Board regularly reevaluates its Board leadership structure and also considers stockholder feedback on the topic.
Mr. Boyd currently serves as our independent Chair of the Board, but will not stand for reelection at the Annual Meeting. Our Board has designated Mr. Sankaran as our independent Board Chair, effective as of the conclusion of the Annual Meeting. Our Board believes that separation of the positions of Chair and CEO reinforces the independence of the Board from management and enhances the effectiveness of the Board as a whole, while allowing our CEO to focus on the strategic direction, succession and performance of the Company. If in the future, our Board Chair is not independent, our Corporate Governance Guidelines provide for the appointment by the independent directors of an independent Lead Director.
The Board believes that independent Board oversight of management is critical, and has developed policies and procedures designed to ensure this independent oversight. For example, a majority of our Board is comprised of independent directors, and independent directors chair our Board committees, which are in turn 100% composed of independent directors. In addition, our non-employee directors meet in executive session without management directors or other members of management present on a regular basis, and our independent directors meet in executive session at least once a year. Each executive session of the
non-employee directors or the independent directors is presided over by the independent Chair of the Board.
Robust Independent Oversight
Independent Chair
Majority independent Board
100% independent committee chairs
100% independent committees
Regular executive sessions of non-employee directors
The Board determined that Mr. Sankaran is exceptionally well-qualified to serve as our independent Chair due to his deep knowledge of our Company, his proven leadership, and his strong corporate governance skills. In making this determination, the Board considered that during his time serving on our Board, Mr. Sankaran has demonstrated independent thinking and established strong working relationships with his fellow directors, earning their trust and respect. Mr. Sankaran has exceptional strategic leadership skills as a result of his service in executive-level roles at multiple public companies, including prior experience serving as a Board Chair, which has provided him with a deep knowledge and understanding of corporate governance practices and trends. The Board believes that these skills are critical to the role of a strong and independent Chair, and for these reasons, the Board believes Mr. Sankaran is best suited to serve as its independent Chair of the Board.
Board Committees
Our Board has established three standing committees: Audit, Talent and Compensation, and Nominating and Corporate Governance. The composition and function of each committee is described below.
Audit Committee(1) Number of Meetings in 2025: 7
Chair
Vanessa Ames Wittman
Other Members
Laura Lang
David Alexander Plouffe Jeffery Boyd*
*Non-voting, ex-officio member
Report: page 66
Independence: 100%
Our Board has affirmatively determined that each of Ms. Wittman, Ms. Lang, and Mr. Plouffe is independent for purposes of serving on an audit committee under Rule 10A-3 promulgated under the Securities and Exchange Act of 1934 (''Exchange Act'') and the NYSE Rules, including those related to audit committee membership.
Financial Qualifications:
The members of our Audit Committee meet the requirements for financial literacy under the applicable NYSE rules.
Our Board has determined that Ms. Wittman qualifies as an ''audit committee financial expert,'' as such term is defined by Securities and Exchange Commission (''SEC'') rules.
Key responsibilities:
appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm
discussing with our independent registered public accounting firm their independence from management
reviewing with our independent registered public accounting firm the scope and results of their audit
approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC
reviewing and approving our annual internal audit plan
overseeing our financial and accounting controls
overseeing our financial and ERM framework
reviewing related person transactions and conflicts of interest
overseeing the effectiveness of the Company's compliance program and reviewing significant legal and regulatory matters
overseeing our Code of Conduct, including discussing and granting any requested waivers, as appropriate
establishing procedures for the confidential, anonymous submission of concerns regarding accounting, internal controls, or auditing matters
overseeing capital and liquidity risk management processes and strategies, including our reinsurance program and annual capital plan
overseeing our investment guidelines and approval of our investment advisor
overseeing our financial and cybersecurity risks, and risks related to the use of AI
(1) Mr. Boyd will continue to serve as a non-voting, ex-officio member of the Audit Committee until the conclusion of the Annual Meeting.
Talent and Compensation Committee(1) Number of Meetings in 2025: 6
Chair
Laura Lang
Other Members
William (Bill) J. Gassen III Vanessa Ames Wittman Jeffery Boyd*
*Non-voting, ex-officio member
Report: page 46
Independence: 100%
Each member of the T&C Committee qualifies as an independent director under the NYSE's heightened independence standards for members of a compensation committee and each of Ms. Lang and Ms. Wittman is a ''non-employee director'' as defined in Rule 16b-3 of the Exchange Act.
Key responsibilities:
reviewing and approving the corporate goals and objectives with respect to the compensation of our CEO
evaluating the performance of, and reviewing and approving (or making recommendations to our Board regarding) the compensation of our CEO
reviewing and setting the compensation of our other executive officers
reviewing and approving (or making recommendations to our Board regarding) our incentive compensation and equity-based plans and arrangements
administering our equity-based plans
administering and overseeing our clawback policy
making recommendations to our Board regarding the compensation of our directors
working with the CEO to evaluate the Company's succession planning
overseeing the Company's talent strategies, including related to executive recruiting, retention, and talent management
appointing and overseeing any compensation consultants
Mr. Boyd will continue to serve as a non-voting, ex-officio member of the Talent and Compensation Committee until the conclusion of the Annual Meeting.
Nominating and Corporate Governance Committee(2) Number of Meetings in 2025: 4
Chair
Jeffery Boyd
Other Members
William (Bill) J. Gassen III David Alexander Plouffe
Independence: 100%
Our Board has affirmatively determined that Mr. Boyd, Mr. Gassen, and Mr. Plouffe each meet the definition of an ''independent director'' under the NYSE rules.
Key responsibilities:
identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board
recommending to our Board the nominees for election to our Board at annual meetings of our stockholders (''Annual Meeting'')
periodically reviewing our Board's leadership structure and recommending any proposed changes to our Board
overseeing an annual evaluation of the effectiveness of our Board and its committees
reviewing and recommending changes to our Corporate Governance Guidelines
overseeing our environmental, social and governance efforts
overseeing our government affairs and public policy initiatives and our lobbying efforts
Mr. Boyd will continue to serve as Chair of the Nominating and Corporate Governance Committee until the conclusion of the Annual Meeting. Effective as of the conclusion of the Annual Meeting, Mr. Gassen will serve as Chair of the Nominating and Corporate Governance Committee.
Key Areas of Oversight
Board
Our Board is responsible for overseeing our business strategy and risk management process. Our Board focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. While the Board as a whole maintains the ultimate oversight responsibility for risk management, individual Board committees are assigned oversight responsibility for specific risk management areas, as shown below.
Each of our committees typically reports to the full Board at each quarterly Board meeting, and also as appropriate, on its risk oversight activities and on any matter that rises to the level of a material or enterprise level of risk.
Audit Committee
T&C Committee
N&CG Committee
Our Audit Committee supports Board oversight of the Company's financial reporting, compliance and risk management processes, including:
qualifications, independence, and performance of independent public accounting firm
integrity of financial statements and effectiveness of internal controls
capital management and investments
compliance and ethics
ERM framework
cybersecurity and AI
Our T&C Committee supports Board oversight of risks relating to the Company's executive compensation plans and arrangements, including:
senior management performance and compensation
equity plan administration
clawback policy oversight and administration
succession planning
talent management
qualifications and independence of compensation consultants
Our N&CG Committee supports Board oversight of risks relating to Board effectiveness and corporate governance, including:
establishment and adherence to corporate governance framework
Board effectiveness and independence
director selection and succession planning
committee composition and functions
environmental, social and governance matters
government affairs, public policy initiatives and lobbying efforts
Regular Risk Reporting.
Throughout the year, senior management reviews strategic and operational risks at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.
Strategic Planning Cycle.
Senior management has established a strategic planning cycle with the Board which includes reviewing the assumptions and risks underlying the strategic plan, an annual strategic planning session, and deep dive sessions with respect to the pillars of the Company's strategic plan.
Management
Management promotes a culture that incorporates risk management into our corporate strategy and day-to-day business operations.
Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us.
The Board recognizes the importance of effective executive leadership to the Company's success, and together with the T&C Committee, oversees the succession planning for the CEO and other executive officers. The T&C Committee reviews succession plans for senior management and the CEO regularly, and at least quarterly, including both a long-term succession plan and an emergency succession plan, and provides updates to the full Board regarding its review. The T&C Committee's succession planning activities are ongoing and strategic, and may be supported by independent third-party consultants, as well as the CEO, who regularly provides his assessment to the T&C Committee of senior leaders and their potential to succeed at key senior management positions. The CEO also regularly provides the full Board with a succession update.
In considering succession planning, the Board considers a number of factors such as experience, skills, competencies, and potential in its review of the senior executive team to assess which executives possess or can develop the attributes that the Board believes are necessary for the particular role. Potential leaders identified through these processes interact with our Board members through formal presentations and during informal events.
As a technology company, we are highly focused on maintaining a robust and comprehensive cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, including protected health information, and the systems that store and transmit such data. Our cybersecurity risk management program is integrated into our overall ERM program, and shares common methodologies, reporting channels and governance processes that apply across the ERM program to other legal, compliance, strategic, operational, and financial risk areas.
Oversight of cybersecurity is a focus of our Board, which has delegated to the Audit Committee oversight of cybersecurity risks in order to support Board oversight. The Audit Committee oversees management of our cybersecurity risks, including reviewing and discussing with management on at least a quarterly basis our major cybersecurity risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee then reports to the full Board regarding its activities, including those related to cybersecurity.
Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from the Health Information Sharing and Analysis Center and other governmental, public or private sources; and alerts and reports produced by security tools deployed in the information technology environment. We use the ISO 27001 and National Institute of Standards and Technology (''NIST'') 800-53 standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
AI can power our ability to improve the customer experience and lower costs, and we continue to iterate on AI use cases across our business. Our Board has been engaged with management regarding notable developments as we increasingly leverage AI in our product offerings and utilize AI within the Company to drive efficiencies. In addition to oversight by the full Board, our Board has delegated to the Audit Committee the responsibility to oversee risks related to AI. Our management team periodically briefs our Board and our Audit Committee on AI-related risks and opportunities to support awareness, knowledge and oversight of the use of such technologies.
In furtherance of our commitment to the safe and responsible use of AI, we have also established an AI Governance Committee, which is composed of cross-functional senior leaders and is responsible for setting our AI policies and approving all high-risk AI use cases. The committee facilitates adherence to best practices, regulations, ethical standards, and generative AI guidelines, and considers the Healthcare AI Commitments and NIST Artificial Intelligence Risk Management Framework when evaluating potential AI use cases.
Director Compensation
We maintain a non-employee director compensation program which provides for annual retainer fees and equity awards for eligible non-employee directors (''Eligible Directors''). Mr. Kushner is an executive officer and director, but is not an employee nor does he receive any compensation in his capacity as a director. At the T&C Committee's direction, Frederic W. Cook & Co., Inc. (''FW Cook'') analyzes the competitive position of our director compensation program and examines how director compensation levels, practices, and design features compare to the Compensation Peer Group, as defined on page 32.
Annual Cash Compensation
Employee Directors. No additional compensation for director service
Time of Annual Cash Retainer Payments. Quarterly installments in arrears (prorated for partial calendar quarter of service)
RSU Grant Vesting. Earlier of the first anniversary of the applicable grant date and the date of the next Annual Meeting, subject to continued service; will alternatively vest in full upon a change in control of the Company
Delayed Settlement. Each equity award granted on or after January 1, 2025 will be settled in shares upon the earlier of the six-month anniversary of the Eligible Director's separation from service, death or disability, or within five days following a change in control of the Company
Chair
$125,000
Each Eligible Director
$70,000
Annual Committee Retainers
Chair
Other Members
Audit Committee
$35,000
$10,000
T&C Committee
$32,500
$7,500
N&CG Committee
$15,000
$5,000
Annual and Initial Restricted Stock Unit (''RSU'') Grants
Each Eligible Director $200,000*
* The number of RSUs subject to the RSU award is determined by dividing the value by the closing price for Class A common stock on the applicable grant date. For new directors, initial RSU award is prorated for the portion of the year served.
Director Compensation Limits. Under the Oscar Health, Inc. 2021 Incentive Award Plan (the ''2021 Plan''), compensation for services as a non-employee director during any fiscal year of the Company may not exceed $750,000 (increased to
$1,000,000 in the fiscal year of a non-employee director's initial service as a non-employee director)
We maintain the Oscar Health, Inc. Amended and Restated Deferred Compensation Plan for Directors (the ''Deferred Compensation Plan''). Under the plan, our Eligible Directors may elect to defer the cash component of their annual compensation until the earlier of their separation from service, death, or disability, or a change in control of the Company. In 2025, Messrs. Boyd, Gassen, and Plouffe elected to defer 100% of their annual cash retainers under the Deferred Compensation Plan.
The following table sets forth the compensation paid to or earned by our Eligible Directors during the year ended December 31, 2025.
Fees Earned or Paid
in Cash
Stock Awards
Total
Name(1)
($)
($)(2)
($)
Jeffery Boyd
210,000(3)
199,996
409,996
William (Bill) J. Gassen III
77,995(3)
199,996
277,991
Laura Lang
112,500
199,996
312,496
David Alexander Plouffe
85,000(3)
199,996
284,996
Elbert O. Robinson, Jr.(4)
33,001
-
33,001
Siddhartha Sankaran
70,000
199,996
269,996
Vanessa Ames Wittman
112,500
199,996
312,496
Messrs. Bertolini and Schlosser did not receive any compensation for their services as members of our Board in 2025; the compensation paid to Messrs. Bertolini and Schlosser for the services they provided to our Company during 2025 is reflected in the section titled, ''Executive Compensation Tables-Summary Compensation Table.'' Mr. Kushner, a member of our Board and our Vice Chair, is an executive officer of the Company, but is not an employee, nor did he receive any compensation for his service as a member of our Board in 2025.
Amounts in this column reflect the full grant date fair value of the RSU awards granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to our
directors in Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. On June 4, 2025, each Eligible Director received a grant of 14,134 RSUs, having a grant date fair value of $199,996, all of which is included in the ''Stock Awards'' column, and which remained outstanding at the end of 2025. See ''Director Compensation'' above for a summary of the vesting schedules applicable to the annual director grants. In addition, as of December 31, 2025, Mr. Boyd had 116,666 option awards outstanding and Mr. Sankaran had 861,665 option awards outstanding.
Each of Messrs. Boyd, Gassen and Plouffe elected to receive payment of his annual cash retainer fees in the form of deferred RSUs pursuant to the Deferred Compensation Plan. Mr. Boyd received 13,326 deferred RSUs, Mr. Gassen received 4,969 deferred RSUs, and Mr. Plouffe received 5,393 deferred RSUs.
Mr. Robinson departed from the Board effective June 4, 2025.
We maintain stock ownership guidelines that require our non-employee directors to own common stock with a value equal to at least five times (5x) their annual cash retainer (excluding committee and chair retainers). Determination of compliance with the guidelines will generally be made as of March 31st of each calendar year. Until a director meets these requirements, such director is subject to a holding requirement pursuant to which the director must retain all shares of our common stock held as of the date the director became subject to the guidelines, plus 100% of all net-settled shares received during that time from the vesting, settlement and/or exercise of equity awards. As of the date of this Proxy Statement, all of our non-employee directors have either met the applicable minimum stock ownership requirement or are subject to and in compliance with the holding requirement.
Our Amended and Restated Bylaws provide indemnification and advancement of expenses for our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. In addition, we entered into separate indemnification agreements with each of our directors and executive officers. We have also purchased directors' and officers' liability insurance.
Other Corporate Governance Practices, Policies and Processes
There were 8 meetings of the Board during the year ended December 31, 2025. During the year ended December 31, 2025, each director attended at least 75% of the aggregate of (i) all meetings of the Board and (ii) all meetings of the committees on which the director served, during the period in which he or she served as a director.
We do not maintain a formal policy regarding director attendance at our Annual Meeting; however, it is expected that absent compelling circumstances, directors will attend. Nine out of ten of the then-serving directors attended our Annual Meeting held in 2025.
We provide new directors with a comprehensive orientation program to familiarize them with our Company's financial, legal, compliance, and regulatory profile. New directors participate in introductory meetings with the Company's executive management team and are provided materials and presentations on the Company's strategic plan and key business issues, policies, and practices. Directors who will be serving as committee members also receive orientation specific to the committees on which they will serve.
The Company has also implemented a robust continuing education program. As part of this program, we engage internal and external speakers to educate our Board on a variety of matters. In 2025, key topics included, among others, medical economics, pharmacy and drug trends, and health policy trends. Such continuing education opportunities are intended to allow directors to develop a deeper understanding of relevant health care, governmental, and business issues facing the Company.
Integrity is central to our strategic goals and our vision. We are committed to preserving the trust of our members, providers, the healthcare community, employees, and stockholders. Our commitment to complying with all applicable laws and regulations is core to this trust. To that end, we have a written Code of Conduct that applies to our directors, officers, and employees. The Code of Conduct sets forth the Company's policies and expectations on several topics, including conflicts of interest, fraud, waste and abuse, and anti-corruption. The Code of Conduct also sets forth the procedures for addressing conflicts of interest.
We have posted a current copy of the Code of Conduct in the ''Governance'' section of the ''Investor Relations'' page of our website located at ir.hioscar.com. We intend to post on our website all disclosures that are required by law or the rules of the NYSE concerning any amendments to, or waivers from, any provision of the Code of Conduct.
Stockholders may send communications on any topic to the Chair of the Board, the chair of any of the Board committees, the independent or non-employee directors, or the Board as a whole, by addressing such communications to the applicable party or parties in writing: c/o Secretary, Oscar Health, Inc., 75 Varick Street, 5th Floor, New York, New York 10013.
The Board will give appropriate attention to written communications that are submitted by stockholders or other interested parties, and will respond as appropriate. Our Secretary is responsible for monitoring communications from stockholders and other interested parties. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chair of the Board consider to be important for the directors to know.
Our Board has adopted Corporate Governance Guidelines, a Code of Conduct, and written charters for our N&CG Committee, Audit Committee and T&C Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Conduct in the ''Governance'' section of the ''Investor Relations'' page of our website located at ir.hioscar.com, or by writing to our Secretary at our offices at 75 Varick Street, 5th Floor, New York, New York 10013.
Our Executive Officers
The table below identifies our current executive officers and indicates whether they were named executive officers (''NEOs'') in 2025; their biographies follow.
Name
Age
Position
NEO
Mark T. Bertolini(1)
69
Chief Executive Officer and Director
√
Mario Schlosser(1)
47
Co-Founder, President of Technology, Chief Technology Officer and Director
√
Joshua Kushner(1)
40
Co-Founder, Vice Chair of the Board and Director
Richard Scott Blackley (''Scott'')
57
Chief Financial Officer
√
Janet Liang
58
President of Oscar Insurance
√
Adam McAnaney
49
Chief Legal Officer
√
Biographies for Messrs. Bertolini, Schlosser, and Kushner are included in ''Nominee Biographies'' above. Mr. Kushner, our Co-Founder and Vice Chair, did not receive compensation and benefits from us during 2025 and is not a named executive officer.
Scott Blackley has served as our CFO since August 2023, and oversees our treasury, actuarial, financial reporting, capital management, internal audit, ERM, and investor relations functions. Prior to that, Mr. Blackley served as our Chief Transformation Officer from December 2022 to August 2023, and as our CFO from March 2021 to December 2022. Mr. Blackley previously served as Chief Financial Officer of Capital One Financial Corporation (''Capital One''), a financial services firm, from May 2016 to
March 2021. Prior to that, he served as Capital One's Controller and Principal Accounting Officer from March 2011 to May 2016. Before joining Capital One, Mr. Blackley held various executive positions at Fannie Mae, the SEC, and KPMG, LLP. Since November 2022, Mr. Blackley has served on the board of directors of SLM Corporation, and is currently the chair of its Audit Committee. Mr. Blackley holds a Bachelor of Science degree in Accounting from the University of Utah.
Janet Liang has served as President of Oscar Insurance since February 2025, and oversees our insurance and operations functions. Prior to joining the Company, Ms. Liang was a member of Kaiser Permanente's National Executive Team and served as Executive Vice President, Group President and Chief Operating Officer, Care Delivery, for Kaiser Foundation Health Plan, Inc. and Hospitals from February 2020 to February 2025. She joined Kaiser Permanente in 2007 and held roles of increasing responsibility over her 15-year tenure there, including as the President of Kaiser Foundation Health Plan, Inc. and Hospitals of Hawaii and President of California. She also held executive roles over a 15-year career at Group Health Cooperative, a regional health plan in Washington State. Ms. Liang holds a Bachelor of Arts degree in Political Science from Boston University and a Masters in Health Administration from the University of Washington.
Adam McAnaney has served as our Chief Legal Officer since February 2025, and oversees our corporate governance, legal, regulatory, government affairs, and compliance functions. Prior to joining the Company, Mr. McAnaney served as the Chief Legal Officer and Secretary for Monogram Health, a leading value-based provider of in-home, evidence-based care and benefit management services for patients living with polychronic conditions, from September 2023 to January 2025. Prior to that,
Mr. McAnaney served as the General Counsel and Secretary for Signify Health, Inc., a healthcare technology and services company, from June 2019 to March 2023. Before Signify, Mr. McAnaney served in roles of increasing responsibility at Aetna Inc. from 2011 to 2019. Prior to assuming leadership roles at Aetna, Mr. McAnaney worked in the New York, Frankfurt, and London offices of Sullivan & Cromwell LLP. Mr. McAnaney holds a Bachelor of Arts degree in Germanic Languages and Literatures from Yale University, and a Juris Doctor from Columbia Law School.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement. This proposal, commonly known as a ''say-on-pay'' proposal (''Say-On-Pay''), gives our stockholders the opportunity to express their views on our NEOs' compensation. The Say-on-Pay vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Following this vote, the next Say-on-Pay vote will occur at our 2027 Annual Meeting.
We encourage our stockholders to review the ''Compensation Discussion and Analysis'' section of this Proxy Statement for more information.
As an advisory approval, this proposal is not binding upon us or our Board. However, the T&C Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through their vote on this proposal. The Board and the T&C Committee will consider the outcome of this vote in making future compensation decisions for our NEOs.
The Board recommends that our stockholders vote FOR the following resolution at the Annual Meeting:
''RESOLVED, that the stockholders of Oscar Health, Inc. approve, on an advisory (non-binding) basis, the 2025 compensation of Oscar Health, Inc.'s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Oscar Health, Inc.'s proxy statement for the 2026 Annual Meeting of Stockholders.''
The Board of Directors recommends a vote FOR this proposal.
In this Compensation Discussion and Analysis (''CD&A''), we provide an overview and analysis of the compensation awarded to or earned by our NEOs, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal year 2025, and the material factors considered in making those decisions. Messrs. Bertolini, Schlosser, Blackley, McAnaney, and Ms. Liang served as our NEOs for the year ended December 31, 2025.
Executive Summary
The T&C Committee is steadfastly committed to a pay-for-performance philosophy that aligns our executive compensation program with the Company's strategic goals, financial performance, and the long-term interests of our stockholders. The T&C Committee's compensation decisions for 2025 reflect the challenging industry dynamics of the year and our management team's successful execution to manage these headwinds, including the steps management took during the open enrollment period in 2025 to enable the Company to achieve record membership in 2026. Our management team's execution was driven in part by our dedicated focus on having the right leaders in key roles. In the first quarter of 2025, the Company welcomed Janet Liang as our new President of Oscar Insurance and Adam McAnaney as our new Chief Legal Officer. Additionally, in the fourth quarter of 2025, the Company extended its employment agreement with the CEO, ensuring his continued long-term leadership through at least April 1, 2029.
2025 Year in Review Key 2025 Compensation Decisions Looking Ahead to 2026
Reset year for individual market Annual incentive program
payout of 91.0% of target
Secured continued CEO leadership for the long-term
Improvement in key metrics
28% increase in year-over-year revenue to $11.7 billion
160 basis point improvement in our SG&A expense ratio
Strategically added to our executive team Janet Liang and Adam McAnaney
Long-term incentive plan 50% RSUs
50% performance-based RSUs (''PSUs'')
Did not grant equity awards to our CEO
Strongly positioned to deliver significant margin expansion and a return to profitability in 2026
Record 2026 open enrollment period
Continued above-market growth, with 3.4 million members as of February 1, 2026
Nearly doubled market share, from 17% to 30%, across our footprint
Revenue improved
YoY to $11.7B
Revenue ($B)
9.18
2024
2025 11.70
SG&A expense ratio improved
YoY to 17.5%
SG&A (% of Revenue)
2024 19.1
2025 17.5
members
from 17% in 2025
to 30% in 2026
2025 Business Environment and Performance. 2025 was a ''reset year'' for the individual market. The industry-wide increase in market morbidity, driven by factors such as Medicaid lives entering the market and program integrity initiatives, was a significant headwind throughout the year, and the Company reported a
$396.3 million loss from operations. Despite this challenging environment, our management team demonstrated disciplined execution, taking cost management actions that contributed to an approximate 160 basis point improvement in our SG&A expense ratio to 17.5%. The Company also experienced above-market membership growth in 2025, which drove a 28% increase in year-over-year revenue to
$11.7 billion.
Securing Key Leadership. We remain focused on building the leadership strength needed to support our long-term growth and operational excellence. In 2025, we strategically added to our executive team Janet Liang and Adam McAnaney, experienced leaders with deep knowledge in key areas of our business. These executives bring valuable perspective and decades of experience navigating the opportunities and challenges of the health insurance industry. We believe their leadership helps strengthen the Company's foundation and positions us for sustained success in the years ahead.
For more information on the new hire awards and incentives granted to these executives in connection with the commencement of their employment, see ''New Hire Awards and Incentives'' on page 40.
2025 was a "reset year" for the individual market
Improvement in key metrics
28% increase in year-over-year revenue to 11.7 billion
160 basis point improvement in our SG&A expense ratio
Strategically added to our executive team Janet Liang and
Adam McAnaney
2025 Annual Incentive Program Achievement. In 2025, the T&C Committee updated the Company's annual incentive program design to further align it with the Company's pay for performance philosophy. Under our 2025 annual bonus program, the aggregate bonus pool for the Company's most senior executives (the ''Executive Bonus Pool'') was funded based on the Company's achievement of pre-established, rigorous performance goals. Once the Executive Bonus Pool was funded, the T&C Committee determined the final payout to each executive officer (other than the CEO) based on the executive's achievement of individual performance and leadership goals. The CEO's annual bonus was determined solely based on the achievement of the Company's performance goals.
The T&C Committee set rigorous Company performance metrics focused on key value drivers: profitability, revenue growth, expense management, and improving the membership and provider experience. Notably, as a result of stockholder feedback received in 2024 expressing a preference for non-overlapping metrics in short-term and long-term incentive plans, in 2025 we replaced the Adjusted EBITDA metric in our annual cash incentive program with Operating Margin. Operating Margin was chosen specifically to round out the annual incentive program's metrics, ensuring a comprehensive evaluation of performance by capturing profitability, including the impact of risk adjustment and medical expenses. It complements Direct & Assumed Premium, which measures growth, and Direct SG&A Ratio, which measures expense management (in each case, excluding the impact of risk adjustment).
Annual incentive
program payout of 91.0% of target
In furtherance of the Company's commitment to a pay-for-performance culture, and in acknowledgement of the challenging industry dynamics of the year, the T&C Committee exercised downward discretion, approving an Executive Bonus Pool funding of 91.0% of target, despite formulaic achievement of our Company performance goals at 105.9% of target. In recognition of our management team working together to successfully execute and address these headwinds, including the steps management took during the open enrollment period in 2025 to enable the Company to achieve record membership in 2026, the T&C Committee determined that each of our NEOs achieved his or her individual goals at 100%.
For more information, see ''Annual Incentive Compensation'' on page 33.
2025 Long-Term Incentive Program. To retain and further align the interests of our executives with those of our stockholders, our T&C Committee designed a long-term incentive program for 2025 that ties our equity-based award structure to the Company's long-term strategy and achievement of our multi-year financial plan. In 2025, the annual equity grant for our NEOs (other than Mr. Bertolini) consisted of an equally weighted mix of time-based RSUs and PSUs intended to drive the executive management team towards the achievement of performance objectives focused on stockholder value creation. The RSUs vest over a three-year period, subject to the executive's employment. The PSUs cliff vest at the end of a three-year performance period covering 2025 through 2027, and are tied to the Company's achievement of a rigorous cumulative Adjusted EBIT(1) target, with a relative TSR modifier, as well as continued employment.
See ''2025 NEO Equity Awards'' on page 37 and ''2025 PSU Annual Awards'' on page 38 for more information.
No CEO Equity Awards in 2025. When Mr. Bertolini joined the Company in
April 2023, he was granted a sign-on RSU award and a sign-on PSU award, which provided an opportunity to vest based both on the achievement of specified stock price performance goals and continuation of service. The first and second stock price hurdles of the PSU award were achieved in March and May of 2024, respectively, and the third stock price hurdle was not achieved. In connection with awarding his sign-on equity awards, the T&C Committee did not grant Mr. Bertolini additional long-term incentive or equity-based awards in 2024 or 2025.
Long-term incentive plan 50% RSUs
50% performance-based RSUs ("PSUs")
Did not grant equity awards to our CEO in 2025
Secured CEO Leadership for the Long-Term. On December 22, 2025, the Company entered into an Amended and Restated Employment Agreement (the ''A&R Employment Agreement'') with Mr. Bertolini to secure his continued leadership until at least April 1, 2029, and on March 2, 2026 awarded Mr. Bertolini equity-based awards with performance terms consistent with the terms granted to our other NEOs in 2026. The awards consist of an equally weighted mix of time-based RSUs that vest over a three-year period, and PSUs that cliff vest at the end of a three year performance period covering 2026 to 2028, in each case, subject to continued employment or service as the Company's CEO or a member of the Board. Due to challenges in setting three-year financial targets in the current market and regulatory environment, and as a result of stockholder feedback, the T&C Committee designed the performance component of the PSU award to drive substantial returns to stockholders through relative TSR outperformance over the long-term, and ensured further alignment with the stockholder experience by including a cap on payouts in the event the Company's absolute TSR is negative. Other than these awards,
Mr. Bertolini is not expected to be eligible to receive a long-term incentive or equity-based compensatory award prior to calendar year 2029.
For more information, including on the equity awards granted in 2026 to our named executive officers, including Mr. Bertolini, see ''2026 Compensation Actions'' on page 42.
Building for Sustainable Growth and Profitability. Through the management team's decisive actions in 2025, including executing on its disciplined pricing, distribution and product strategy, we believe the Company is strongly positioned to deliver significant margin expansion and a return to profitability in 2026. The 2026 open enrollment period was a record for the Company, resulting in 3.4 million members as of February 1, 2026, demonstrating the Company's continued above-market growth. Additionally, the Company nearly doubled its market share, from 17% to 30%, across its footprint. This record membership, increase in market share, and top-line growth lay a strong foundation for the year ahead.
(1) Adjusted EBIT is a financial measure that is not prepared in accordance with generally accepted accounting principles (''GAAP''). Appendix A to this Proxy Statement defines this and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures, where applicable.
Secured continued CEO leadership for the
long-term
Strongly positioned to deliver significant margin expansion and a return to profitability in 2026
Record 2026 open enrollment period
Continued above-market growth, with 3.4 million members as of
February 1, 2026
Nearly doubled market share, from 17% to 30%, across our footprint
Disclaimer
Oscar Health Inc. published this content on April 22, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 22, 2026 at 21:14 UTC.