Oscar Health, Inc. Announces Inducement Grants under Section 303A.08 of the NYSE Listed Company Manual

Rhea-AI Summary

Oscar Health (NYSE: OSCR) recently announced the approval of significant employment inducement awards for its new CEO, Mark T. Bertolini, totaling 10,320,000 Class A shares. This includes 2,866,666 restricted stock units vesting annually over three years and 7,453,334 performance-based RSUs. To mitigate dilution, founders Mario Schlosser and Joshua Kushner agreed to cancel their founders' equity awards. Additionally, the Board approved inducement awards for 19 new employees totaling 246,113 Class A shares with vesting terms based on continued employment. Oscar Health remains committed to its mission of affordable healthcare through innovation.

Positive

• Inducement awards for CEO Mark T. Bertolini enhance leadership stability.
• Cancellation of founders' equity awards helps mitigate dilution concerns.
• Incentives granted to 19 new employees may improve talent acquisition.

Negative

• Dilution risk persists despite cancellation of founders' awards due to large inducement grants.

NEW YORK--(BUSINESS WIRE)-- Oscar Health, Inc. (“Oscar”) (NYSE: OSCR), the first health insurance company built on a full stack technology platform, previously announced that the Compensation Committee of Oscar’s Board of Directors approved, effective as of April 3, 2023, the grant of employment inducement awards covering 10,320,000 Class A shares of Oscar’s common stock to Mark T. Bertolini to induce him to join Oscar and its affiliates as Oscar’s Chief Executive Officer and a member of the Board of Directors. Of this amount, (i) 2,866,666 restricted stock units will vest annually over a three-year period following April 3, 2023, subject to continued employment as Oscar’s Chief Executive Officer or a member of the Board, and (ii) 7,453,334 performance-based RSUs will vest based on the achievement of specified performance goals, subject to his continued employment as Oscar’s Chief Executive Officer. The awards were granted under Oscar’s 2022 Employment Inducement Incentive Award Plan as employment inducement awards pursuant to the New York Stock Exchange rules. Oscar also previously announced that, in support of reducing the dilutive effects of Mr. Bertolini’s sign-on equity awards, Mario Schlosser (Founder, Former Chief Executive Officer and current President of Technology) and Joshua Kushner (Founder and Vice Chairman) each recommended to Oscar’s Board of Directors that they should cancel and terminate the applicable founders equity awards that were granted to them in connection with Oscar’s initial public offering. On March 28, 2023, Mr. Schlosser and Mr. Kushner each entered into a cancellation agreement with Oscar pursuant to which they terminated such founders awards.

The Compensation Committee of Oscar’s Board of Directors also approved, effective as of March 30, 2023, the grant of employment inducement restricted stock unit awards covering an aggregate of 246,113 Class A shares of Oscar’s common stock to 19 new non-executive employees of Oscar and its affiliates, to induce them to join Oscar and its affiliates as employees. The awards generally vest quarterly over either a one-year period or a three-year period following their grant, subject to continued employment. The awards were granted under Oscar’s 2022 Employment Inducement Incentive Award Plan as employment inducement awards pursuant to the New York Stock Exchange rules.

About Oscar Health

Oscar Health, Inc. is the first health insurance company built around a full stack technology platform and a relentless focus on serving its members. At Oscar, our mission is to make a healthier life accessible and affordable for all. Headquartered in New York City, Oscar has been challenging the healthcare system’s status quo since our founding in 2012. The Company’s member-first philosophy and innovative approach to care has earned us the trust of over one million members as of January 31, 2023. We offer Individual & Family, Small Group and Medicare Advantage plans, and +Oscar, our full stack technology platform to others within the provider and payor space. Our vision is to refactor healthcare to make good care cost less. Refactor is a term used in software engineering that means to improve the design, structure, and implementation of the software, while preserving its functionality. At Oscar, we take this definition a step further. We improve our members’ experience by building trust through deep engagement, personalized guidance, and rapid iteration.

For more information, please visit www.hioscar.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230405005302/en/

IR:

Cornelia Miller, Oscar

917-397-0251

cornelia@hioscar.com



MEDIA:

JoAnna DiTullio, Oscar

310-592-8046

jditullio@hioscar.com

Source: Oscar Health, Inc.

FAQ

What recent employment awards were granted by Oscar Health (OSCR)?

Oscar Health (OSCR) announced the grant of 10,320,000 Class A shares to new CEO Mark T. Bertolini as inducement awards, along with 246,113 shares for 19 new employees.

When did Oscar Health approve the inducement awards for its CEO?

The inducement awards for CEO Mark T. Bertolini were approved effective April 3, 2023.

How do the recent stock awards impact Oscar Health (OSCR) shareholders?

The recent stock awards may lead to dilution of shares, although mitigation strategies were implemented.

What are the vesting terms for the stock awards granted to Mark T. Bertolini?

The awards include 2,866,666 restricted stock units vesting annually over three years and 7,453,334 performance-based RSUs based on specified goals.

What was the purpose of the employment inducement awards by Oscar Health?

The inducement awards were designed to attract and secure Mark T. Bertolini as the new CEO and enhance employee recruitment.