OSCAR HEALTH INC CLASS A (OSCR)
Sector: Financials
2026 Annual Meeting Analysis
OSCAR HEALTH INC CLASS A · Meeting: June 4, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Director Nominees to Serve until the 2027 Annual Meeting of Stockholders
Co-founder with deep venture capital and technology experience; Oscar's 3-year stock return of +168.1% outperforms the XLV sector ETF by +154.5pp, far exceeding the 65pp threshold required to trigger a vote against, so no TSR concern applies.
CEO and director since April 2023 — under 24 months at the time of evaluation, making him exempt from the TSR trigger; brings 40 years of healthcare executive experience including as former CEO of Aetna.
Independent director since 2022 with strong healthcare industry credentials as CEO of Sanford Health; no overboarding concern (holds one other public board seat at HealthEquity); Oscar's strong TSR does not trigger a vote against.
Independent director since 2022 with relevant digital, marketing, and executive leadership experience; serves on one other public board (VF Corporation); Oscar's 3-year TSR far exceeds the ETF benchmark threshold, so no TSR concern applies.
Independent director since 2021 with public policy and regulatory expertise valuable to a health insurance company; all meetings attended at or above the 75% threshold; no TSR concern given Oscar's strong outperformance.
Independent director since 2021 with deep financial and insurance industry expertise; designated as incoming independent Board Chair; no overboarding concern; Oscar's 3-year TSR substantially outperforms the XLV ETF benchmark.
Co-founder and President of Technology/CTO since 2012; serves on one other public board (Duolingo); Oscar's 3-year TSR of +168.1% outperforms XLV by +154.5pp, well below the 65pp vote-against threshold (gap is positive, not negative), so no TSR concern applies.
Independent director since 2021 serving as Audit Committee Chair with clear financial expertise (multiple CFO roles); holds two other public board seats (AIG and Booking Holdings), which is within the policy limit of three total; Oscar's strong TSR removes any performance concern.
All eight director nominees receive a FOR vote. Oscar's 3-year stock return of +168.1% outperforms the XLV healthcare sector ETF by +154.5 percentage points, far exceeding the 65-point threshold that would be needed to trigger TSR-based votes against directors. No director is overboarded, all directors met the 75% meeting attendance threshold, no audit or compensation committee independence concerns exist, no family relationships with senior management are disclosed, and the board discloses a detailed skills matrix.
Say on Pay
✓ FORCEO
Mark T. Bertolini
Total Comp
$1,149,308
Prior Support
~100%%
The CEO's total compensation of approximately $1.15 million for 2025 is notably modest — composed of base salary ($619k), a small cash bonus ($169k), and security-related perquisites — reflecting the board's decision not to grant new equity awards to the CEO in 2025, since his large sign-on award from 2023 already covered this period. The pay structure for other named executives is heavily weighted toward variable, performance-linked pay (50% time-based stock awards and 50% performance stock awards tied to multi-year financial and relative stock return goals), satisfying the policy requirement that at least 50-60% of pay be performance-based. Prior-year shareholder support was approximately 100%, the company responded constructively to shareholder feedback by updating incentive metrics and adding a relative stock return component to future awards, and a clawback policy compliant with SEC and NYSE rules is in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,098,000
Non-Audit Fees
$875,000
Non-audit fees (tax fees of $796k plus audit-related fees of $75k plus other fees of $4k, totaling $875k) represent approximately 14.3% of audit fees ($6.098 million), well below the 50% threshold that would raise independence concerns. PwC's tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material financial restatements are noted. PwC is a Big 4 firm appropriate for a company of Oscar's size and complexity.
Overall Assessment
The 2026 Oscar Health annual meeting presents a straightforward ballot with no significant governance concerns: all eight director nominees earn FOR votes driven by the company's exceptional 3-year stock return of +168.1% that far exceeds the benchmark threshold, the auditor ratification passes cleanly with non-audit fees well within policy limits, and the say-on-pay proposal warrants support given modest CEO pay in 2025, a strongly performance-weighted pay structure for other executives, and near-unanimous prior-year shareholder approval. No stockholder proposals appear on the ballot.