Oscar Health, Inc. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 

On March 7, 2022, Meghan Joyce notified Oscar Heath, Inc. (the "Company") that she is resigning effective on April 10, 2022 after a successful tenure as the Chief Operating Officer and Executive Vice President of Platform to be the CEO of a new venture. 

Following Ms. Joyce's departure, the +Oscar technology platform and business line will report directly to co-founder and CEO, Mario Schlosser, ensuring continued prioritization and focus. Chief Insurance Officer Alessandrea Quane will assume oversight of insurance operations. 

Ms. Joyce will continue to support the Company following her resignation, and has entered into a consulting agreement with the Company and its subsidiary, Oscar Management Corporation (the "Consulting Agreement"), which will be effective April 10, 2022. Under the Consulting Agreement she will serve as a Senior Advisor to the Company and its leadership team for a period of two years (the "Consulting Period"). 

Pursuant to the Consulting Agreement, Ms. Joyce will receive a monthly consulting fee of $8,333, but will not be entitled to an annual bonus award for the Company's performance year 2022 and thereafter. In addition, Ms. Joyce's vested and outstanding stock options will remain outstanding and exercisable for the duration of the Consulting Period; the unvested portion of each stock option and each restricted stock unit award will be forfeited. The Consulting Agreement contains a general release of claims that becomes effective on the effective date of the Consulting Agreement. 

If the Company terminates Ms. Joyce's consulting services without cause, Ms. Joyce will be entitled to (i) the consulting fee for the remainder of the Consulting Period (but no more than the amount she would have received over a six-month period) and (ii) extended stock option exercisability for all stock options outstanding and held by Ms. Joyce on the termination date until the earlier of: (a) the 27-month anniversary of the effective date of the Consulting Agreement and (b) the outside expiration date of the applicable stock option. The payments and benefits described above would be subject to Ms. Joyce's execution and non-revocation of a general release of claims and continued compliance with customary confidentiality, non-competition and non-solicitation covenants.