Oscar Health (OSCR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, to be held virtually, with voting available online, by phone, or mail.

• Key business includes election of eight directors, advisory vote on executive compensation, and ratification of PWC as auditor.

• Company highlights include record membership growth to 3.4 million, 28% revenue increase to $11.7B, and significant SG&A ratio improvement.

• Strategic leadership changes and compensation program updates reflect a focus on long-term growth and shareholder alignment.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) advisory say-on-pay for executive compensation, (3) ratification of PWC as independent auditor.

• Board recommends voting FOR all proposals.

• Shareholders may submit additional proposals for future meetings per bylaw requirements.

Board of directors and corporate governance

• Board consists of eight nominees with diverse backgrounds in healthcare, technology, finance, and public policy.

• Majority of directors and all committees are independent; Mr. Sankaran to become independent Chair after the meeting.

• Active board refreshment with three new directors in five years; robust annual board and committee evaluations.

• Stockholder engagement led to changes in committee composition and incentive metrics.

• Comprehensive director orientation and ongoing education programs in place.