Adam McAnaney
About Adam McAnaney
Adam McAnaney is Oscar Health’s Chief Legal Officer, appointed in February 2025; he oversees corporate governance, legal, regulatory, and compliance. He previously served as Chief Legal Officer & Secretary at Monogram Health (Sept 2023–Jan 2025) and General Counsel & Secretary at Signify Health (June 2019–Mar 2023), following senior legal roles at Aetna (2011–2019) and earlier practice at Sullivan & Cromwell in New York, Frankfurt, and London; he holds a BA from Yale and a JD from Columbia Law School and is age 48 . Oscar’s operating backdrop during his on-boarding: FY2024 revenue of $9.18B (+56.5% YoY), net income of $25.4M, and Adjusted EBITDA of $199.2M, with TSR since IPO showing a $100 initial investment valued at $38.62 in 2024; management guided FY2025 revenue to $11.2–$11.3B and Earnings from Operations of $225–$275M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monogram Health | Chief Legal Officer & Secretary | 2023–2025 | Led legal and governance at a value‑based in‑home care platform |
| Signify Health, Inc. | General Counsel & Secretary | 2019–2023 | Senior legal leadership; engaged in sale process culminating in CVS acquisition; listed as notice contact in CVS–Signify merger agreement |
| Aetna Inc. | Legal roles of increasing responsibility | 2011–2019 | Managed complex health insurer legal matters and transactions |
| Sullivan & Cromwell LLP | Attorney (NY, Frankfurt, London) | Pre‑2011 | Corporate and cross‑border practice experience |
External Roles
No public company directorships or board committee roles are disclosed for McAnaney in the 2025 proxy; he is presented solely as an executive officer (Chief Legal Officer) .
Fixed Compensation
- Company EVP baseline (context): Employment agreements for Oscar EVPs provide for a $600,000 annual base salary and a target annual bonus equal to 30% of base salary; agreements are at‑will and include standard benefits and legal fee reimbursement caps .
- Adam‑specific compensation: Not disclosed in the 2025 proxy or 8‑K filings; he was not an NEO for FY2024 (NEOs were Bertolini, Schlosser, Blackley, Quane, Bopitiya) .
Performance Compensation
- Annual cash incentive framework (FY2024 program, applied to NEOs; indicative of Oscar design going forward):
| Metric | Weight | Target | Actual | Metric Achievement | Weighted Achievement |
|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 50% | 150 | 199.2 | 198% | 99% |
| Direct & Assumed Premiums ($B) | 30% | 9.9 | 10.5 | 166% | 50% |
| Operating Leverage (SG&A Ratio) | 10% | 17.8% | 16.7% | 130% | 13% |
| Strategic Initiatives | 10% | Qualitative program thresholds | Achieved | 130% | 13% |
| Total | — | — | — | — | 175% |
- Long‑term incentives (framework used for executives in 2024):
- RSUs: Time‑based, vest quarterly over 3 years, retention‑oriented .
- PSUs: Earned 0–200% based on cumulative 3‑year EBIT (2024–2026), then modified 0.75x–1.40x by relative TSR vs a defined peer set; maximum payout up to 280% of target; cliff vests at end of 3‑year period .
Equity Ownership & Alignment
| Item | Adam McAnaney | Company Policy / Context |
|---|---|---|
| Beneficial ownership | Not listed among reportable beneficial owners as of April 10, 2025 in the proxy’s ownership table | Ownership table covers >5% holders, directors, NEOs, and all executives as a group |
| Ownership guidelines | — | EVP ownership requirement: 3x base salary; holding requirements apply until met; assessed each March 31 |
| Hedging/Pledging | — | Company prohibits hedging and pledging of Company stock for all directors, officers, and employees |
| Clawback | — | Mandatory recovery of erroneously awarded incentive comp from officers and (unless otherwise decided) EVPs/SVPs for 3 years preceding a restatement |
Note: The proxy states that “all NEOs have either met the applicable minimum ownership requirement or are subject to and in compliance with the holding requirement”; Adam was not an FY2024 NEO, and his personal compliance status is not disclosed .
Employment Terms
- Start date and role: Adam McAnaney joined as EVP and Chief Legal Officer effective February 24, 2025; he is presented as CLO in the 2025 proxy executive officer list and signed subsequent Company 8‑Ks in his capacity as CLO .
- Contract structure: Adam’s specific agreement terms were not disclosed. EVP agreements used across Oscar generally include: at‑will employment; non‑competition and non‑solicitation covenants during employment and for 12 months post‑termination; “best‑pay” 280G cut‑back; severance of 1x base salary plus 1x target bonus, pro‑rated target bonus, 12 months COBRA; and time‑based RSU acceleration (and full acceleration if terminated in connection with a change in control, if assumed/not assumed per plan terms) .
- Equity treatment on change‑in‑control: Company‑wide PSU awards convert to earned PSUs at CIC (≥ target or prorated actual) and may convert to time‑vesting RSUs if assumed, with full vesting if not assumed; RSUs vest in full upon CIC if not assumed, and in full if terminated within 12 months post‑CIC (double‑trigger) .
- Indemnification: The Company provides indemnification agreements to each director and executive officer and maintains D&O insurance .
Performance & Track Record
- Corporate performance context: FY2024 was Oscar’s strongest to date, achieving consolidated Adjusted EBITDA profitability ($199.2M) and net income profitability ($25.4M); revenue grew 56.5% YoY to $9.18B; SG&A ratio improved 520 bps to 19.1% .
- TSR benchmark: Pay‑versus‑performance disclosure shows the value of an initial fixed $100 in Oscar stock at $38.62 for 2024 (peer group $100.48), illustrating past volatility relative to managed care peers .
- Prior transactions: As Signify Health’s General Counsel & Secretary, McAnaney was involved in the CVS–Signify transaction process, reflected by his inclusion as a notice contact in the merger agreement—indicative of material transaction experience .
- Governance participation: As CLO, Adam signed 2025 8‑Ks regarding guidance reaffirmation and annual meeting voting results, highlighting his role in disclosure controls and governance processes .
Compensation Committee Analysis
- Committee composition and advisor: The Talent & Compensation (T&C) Committee comprises Laura Lang (Chair) and Vanessa Wittman, with Jeff Boyd as ex‑officio; it engaged FW Cook in 2024 for benchmarking and program design .
- Design features: Emphasis on performance‑based pay, equity alignment, anti‑hedging/anti‑pledging, clawbacks, and ownership guidelines; no single‑trigger cash CIC payments or excise tax gross‑ups .
Compensation Peer Group (for benchmarking)
- 2025 compensation peer group (used to inform FY2025 program): Agilon Health, Alignment Healthcare, Concentrix, DaVita, Encompass Health, Evolent Health, GoodRx, HealthEquity, LabCorp, Molina Healthcare, Privia Health, Quest Diagnostics, R1 RCM, Teladoc Health, Tenet Healthcare .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 94% approval at the 2024 annual meeting; at the June 4, 2025 annual meeting, advisory approval totaled 801.34M votes for, 3.25M against, 0.10M abstain, with 21.27M broker non‑votes .
- Ongoing engagement: Company conducts targeted investor outreach around compensation program design and administration .
Operating Metrics Context (Quantitative)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($000s) | 5,862,869 | 9,177,564 |
| SG&A Expense Ratio (%) | 24.3% | 19.1% |
| Net Income attributable to Oscar ($000s) | (270,728) | 25,432 |
| Adjusted EBITDA ($000s) | (45,238) | 199,234 |
Investment Implications
- Alignment and risk: The anti‑hedging/anti‑pledging policy and clawback framework reduce misalignment and governance risk; EVP ownership guidelines (3x salary) drive skin‑in‑the‑game over time .
- Retention and CIC economics: Standard EVP severance (1x salary+bonus, pro‑rata bonus, COBRA) and double‑trigger acceleration in CIC scenarios balance retention with shareholder protections; Adam’s specific terms are not disclosed, but policy norms are clear .
- Execution signal: McAnaney’s history (CVS–Signify transaction involvement) and his governance role as CLO may enhance disclosure quality and M&A readiness; insider ownership specifics and Form 4 activity for Adam are not disclosed in the proxy, limiting near‑term trading‑pressure signals .
- Corporate backdrop: Strong FY2024 profitability milestones and improved SG&A leverage provide a supportive environment; TSR lag vs peers underscores sensitivity to execution and sector dynamics, making governance/controls a non‑trivial lever under the CLO .