Janet Liang
About Janet Liang
Janet Liang, age 57, is EVP and President of Oscar Insurance and the Company’s principal operating officer, appointed effective February 24, 2025; she oversees Oscar’s insurance and operations functions . She holds a BA in Political Science from Boston University and a Master’s in Health Administration from the University of Washington . Before Oscar, Liang served on Kaiser Permanente’s National Executive Team as Executive Vice President, Group President & COO, Care Delivery (Feb 2020–Feb 2025), and previously led Kaiser’s Northern California region (Jun 2016–Jan 2020); earlier, she held executive roles at Kaiser and over a 15-year career at Group Health Cooperative in Washington State . Company performance context during her onboarding: Oscar delivered its first full-year net income and Adjusted EBITDA profitability in 2024 (Revenue $9.2B, +56.5% YoY; Adjusted EBITDA $199.2M; Net income $25.4M) and introduced 2025 guidance targeting revenue of $11.2–$11.3B, MLR of 80.7%–81.7%, SG&A ratio of 17.6%–18.1%, and Earnings from Operations of $225–$275M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kaiser Foundation Health Plan, Inc. and Hospitals | Executive Vice President, Group President & COO, Care Delivery | Feb 2020 – Feb 2025 | Member of National Executive Team; led care delivery across Kaiser’s integrated system |
| Kaiser Permanente – Northern California Region | President | Jun 2016 – Jan 2020 | Regional leadership for one of Kaiser’s largest markets |
| Kaiser Foundation Health Plan, Inc. and Hospitals of Hawaii | President | 7 years | Led Hawaii health plan and hospitals |
| Group Health Cooperative (Washington State) | Executive roles | 15 years | Leadership at regional health plan and provider |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lincoln National Corporation | Director | Resigned Jan 30, 2025 (start date not disclosed) | Resigned to pursue new employment; no disagreements with the company |
Fixed Compensation
| Component | Terms | Amount | Timing |
|---|---|---|---|
| Base salary | Annual | $600,000 | Ongoing |
| Target annual bonus | % of base | 100% of base salary | Annual |
| Retention cash awards | Additional cash | $800,000 per calendar year (2025–2028) | Annual 2025, 2026, 2027, 2028 |
| Sign-on bonus | Two installments | $2,000,000 total; 50% within 30 days of start; 50% within 30 days of six‑month anniversary; pro‑rata repayment if terminated for cause or without good reason before 18 months | Paid around start and 6‑month anniversary |
| Transition benefit | Lodging in New York | $150,000 | One-time |
Performance Compensation
Annual Bonus Program Design (Company-wide framework)
| Metric | Weight | Target | Actual (2024) | Metric Achievement | Weighted Achievement |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $150M | $199.2M | 198% | 99% |
| Direct & Assumed Premiums | 30% | $9.9B | $10.5B | 166% | 50% |
| Operating Leverage (SG&A Expense Ratio) | 10% | 17.8% | 16.7% | 130% | 13% |
| Strategic Initiatives | 10% | See footnote | See footnote | 130% | 13% |
| Total Achievement | — | — | — | — | 175% |
2024 bonuses paid at 175% of target to NEOs based on these goals; threshold 30% and max up to 200% for key financial metrics .
Equity Awards (Initial and Ongoing)
| Award Type | Value | Vesting | Details |
|---|---|---|---|
| Initial RSU | $1,500,000 grant‑date value | 1/16th each quarterly anniversary of Mar 1, 2025 | Under 2021 Incentive Award Plan |
| Initial Stock Option | $1,500,000 Black‑Scholes grant value | 1/16th each quarterly anniversary of Mar 1, 2025; option becomes exercisable proportionally | Under 2021 Incentive Award Plan |
| Annual Equity Target | $3,000,000 target value | As granted annually | Company program shifted to 50% RSUs / 50% PSUs in 2024 (NEOs other than CEO) |
Company long-term incentives emphasize RSUs vesting quarterly over 3 years and PSUs tied to 3‑year cumulative EBIT (0–200% payout) with a 0.75x–1.40x rTSR modifier (max 280%); options were de‑emphasized in 2024 annual program, though Liang’s initial package includes options .
Equity Ownership & Alignment
- Stock ownership guidelines: EVPs must hold stock equal to 3x annual base salary; until met, EVPs must retain 100% of net shares from equity settlements; compliance assessed annually on March 31 .
- Hedging and pledging: Prohibited for all employees, officers, and directors; no margin accounts or derivative transactions; anti‑hedging policy prohibits swaps, collars, exchange funds, etc. .
- Clawback: Company maintains SEC- and NYSE‑compliant clawback policy for incentive compensation .
- Beneficial ownership: Individual ownership for Liang not disclosed in the April 10, 2025 beneficial ownership table; EVPs and directors shown, but Liang’s holdings are not itemized there .
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At‑will; continues until terminated per agreement |
| Severance (without cause / for good reason) | Cash equal to 1x base salary + 1x target annual bonus, paid over 12 months; 12 months COBRA at employee cost; 12 months accelerated vesting of time‑vested equity; if within 12 months post‑change‑in‑control, all time‑vested equity fully vests and becomes exercisable; second sign‑on installment payable if termination before 6‑month anniversary |
| Change‑in‑control treatment | Double‑trigger for full acceleration of time‑based equity if qualifying termination within 12 months after change‑in‑control |
| Restrictive covenants | Confidentiality, non‑competition, non‑solicitation, and non‑disparagement; standard indemnification agreement for officers |
| Bonus eligibility | Target annual bonus equal to 100% of base salary |
Performance & Track Record
- Company milestones coincident with Liang’s onboarding: Oscar’s first full‑year net income and Adjusted EBITDA profitability in 2024; Revenue $9.2B (+56.5% YoY); Adjusted EBITDA $199.2M; Net income $25.4M .
- 2025 outlook introduced: Revenue $11.2–$11.3B; MLR 80.7%–81.7%; SG&A ratio 17.6%–18.1%; Earnings from Operations $225–$275M .
- Execution initiatives under Liang’s remit: HelloMeno (first‑ever ACA marketplace menopause health plan) launched with Elektra Health; Liang emphasized consumer‑centric design and benefits tailored for midlife women . Employer innovation via Hy‑Vee partnership for concierge care and ICHRA affordability in Des Moines, IA .
Investment Implications
- Alignment: EVP stock ownership guideline (3x salary), quarterly vesting RSUs, and prohibition on hedging/pledging support long‑term alignment and reduce leverage‑related risk .
- Retention: Significant guaranteed cash (four years of $800k payments), $2M sign‑on, and quarterly vesting across four years point to strong retention incentives; severance provides 1x salary+bonus and accelerated vesting, with double‑trigger protection post‑change‑in‑control .
- Pay-for-performance: Annual bonus framework ties payouts to Adjusted EBITDA (50%), premiums (30%), SG&A leverage (10%), and strategic initiatives (10%); 2024 program paid 175% of target to NEOs on strong results, indicating robust linkage to financial goals .
- Equity mix: Company shifted away from options in 2024 annual program to RSUs/PSUs, but Liang’s initial package includes both RSUs and options—investors should monitor equity dilution and potential exercise activity as quarterly tranches vest .
- Execution signal: Early public initiatives (HelloMeno, employer channel expansion) underscore focus on market growth and product differentiation under Liang’s insurance leadership, supporting the Company’s profitable growth thesis .