Not independent
Tenure on this board
5.3 yrs
8 nominees · 3 ballot items.
Elect eight directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect eight nominees to the Board to serve until the 2027 annual meeting; Board size will be reduced to eight as one director (Jeffery Boyd) is not standing for reelection.
Non-binding advisory vote to approve, on an advisory basis, the 2025 compensation of Oscar Health’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy statement. Management is seeking shareholder approval to signal support for its pay programs and to validate the Talent & Compensation Committee’s design and decisions (including 2025 annual incentive design, long-term incentive mix of RSUs and PSUs, and new-hire and retention awards). Contextual factors include the Company’s 2025 operating environment (described as a “reset year” for the individual market), decisions by the T&C Committee to exercise downward discretion on the annual bonus pool (approving an Executive Bonus Pool funding of 91.0% despite formulaic achievement of 105.9%), changes made in response to stockholder feedback (e.g., replacing Adjusted EBITDA with Operating Margin in the annual cash incentive and moving PSUs toward TSR-based metrics in 2026), and key talent actions such as securing the CEO through an amended employment agreement and 2026 equity awards. The vote is advisory and non-binding, but the Board and T&C Committee state they will consider the outcome when making future compensation decisions; the Company also highlights prior strong stockholder support (approximately 100% in 2025). Potential areas of investor focus include the magnitude and structure of long-term awards (PSUs and RSUs), the CEO employment agreement and the significant 2026 equity awards granted to the CEO, and the use of discretion in determining bonus funding. Management’s rationale emphasizes pay-for-performance alignment, retention, and governance practices (stock ownership guidelines, clawback policy, independent compensation consultant, and regular stockholder engagement). For sophisticated investors, the vote is an input into the governance signal: a strong ‘‘FOR’’ vote supports continued T&C Committee approach and metric choices, while weak support would likely trigger dialogue and potential program adjustments given management’s stated responsiveness to stockholder feedback. The T&C Committee has already implemented several stockholder-driven changes (e.g., incentive metric changes and rTSR peer group adjustments), which management cites to demonstrate engagement and alignment with long-term stockholder value creation.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 3.9% | 11,644,496 | $134M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 10,777,627 | $124M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 10,545,848 | $121M |
| 4 | BlackRock, Inc. | 2.5% | 7,526,030 | $86M |
| 5 | AMERICAN CENTURY COMPANIES INC | 2.3% | 7,029,356 | $81M |
| 6 | BlackRock, Inc. | 2.3% | 6,897,147 | $79M |
| 7 | Thrive Capital Management, LLC | 2.1% | 6,343,617 | $73M |
| 8 | BIT Capital GmbH | 2.1% | 6,321,421 | $73M |
| 9 | STATE STREET CORP | 1.7% | 5,262,372 | $60M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 4,287,606 | $49M |
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