Jeffery Boyd
About Jeffery H. Boyd
Jeffery H. Boyd (age 68) is the independent Chair of Oscar Health’s Board, serving as a director since 2021 and Chair since February 2021. He is a seasoned public-company leader and investor, formerly CEO and Chair at Booking Holdings, with prior healthcare experience as EVP/GC of Oxford Health Plans; he holds a BA from St. Lawrence University (Government) and a JD from Cornell Law School . Oscar’s governance structure separates the CEO and Chair roles, and Boyd is designated an independent Chair per NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booking Holdings Inc. | CEO & President; Interim CEO; Chairman of the Board | CEO 2002–2013; Interim CEO 2016; Chairman 2013–2020 | Led global platform scaling; governance leadership as Chair |
| Oxford Health Plans, Inc. | EVP, General Counsel & Secretary | 1995–1999 | Healthcare operating and regulatory experience |
| Compleat Angler Capital, LLC | Managing Director | 2014–present | Strategic investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | Director | 2016–present | Large-cap retail oversight |
| Clear Secure, Inc. | Director; Lead Independent Director | Since Sep 2021 | Lead independent oversight, governance leadership |
| Booking Holdings Inc. | Chairman (past) | 2013–2020 | Board leadership at travel-tech bellwether |
Interlocks/network notes: Vanessa A. Wittman (current Oscar director) has served on Booking Holdings’ board since June 2019, overlapping with Boyd’s tenure as Booking’s Chairman (2019–2020). This indicates prior boardroom familiarity among Oscar directors, which can aid coordination but warrants monitoring for groupthink risk .
Board Governance
- Independence and leadership
- Independent Chair; Board maintains separation of Chair/CEO; majority-independent composition; Boyd qualifies as “independent” under NYSE rules .
- Committee assignments and engagement
- Chair, Nominating & Corporate Governance Committee; ex-officio (non‑voting) member of Audit and Talent & Compensation (T&C) Committees .
- 2024 meeting cadence: Board (4); Audit (6); T&C (5); Nominating & Governance (4). Each director attended ≥75% of Board and applicable committee meetings; 9 of 10 directors attended the 2024 annual meeting .
- Controlled company context and safeguards
- Oscar is a “controlled company” (Thrive Capital affiliates ~71.5% combined voting power) but as of Jan 2025 maintains fully independent committees and a majority-independent Board; not relying on NYSE controlled-company exemptions .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $70,000 | Standard non-employee retainer |
| Chairperson Retainer (cash) | $55,000 | Increased to $125,000 effective Jan 1, 2025 |
| Committee Chair Retainers (cash) | Audit $30,000; T&C $20,000; Nominating $15,000 | Audit/T&C chair retainers increased to $35,000/$32,500 effective Jan 1, 2025 |
| Committee Member Retainers (cash) | Audit $10,000; T&C $7,500; Nominating $5,000 | Applies to non-chairs |
| Individual (2024) | Cash Fees | Equity (RSUs grant-date FV) | Total | Notes |
|---|---|---|---|---|
| Jeffery H. Boyd | $125,000 | $174,993 | $299,993 | Elected to receive annual cash retainer in deferred RSUs; elected to defer 100% of cash and RSUs under director deferral plan . |
Performance Compensation
| Equity | Structure | 2024 Value | Vesting/Settlement |
|---|---|---|---|
| Annual Director RSU | Time-based service award | $174,993 | Vests in full by earlier of next annual meeting or first anniversary; for grants on/after Dec 3, 2024, settlement is delayed to six months post-separation/death/disability or within five days post-change-in-control . |
- No performance metrics apply to director equity grants (they are service-vesting RSUs); equity provides alignment via at-risk pay and ownership guidelines .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Relevance/Notes |
|---|---|---|
| Booking Holdings | Overlap with Oscar director Vanessa Wittman (Booking director since 2019) during Boyd’s Chair tenure (2019–2020) | Indicates prior working relationship and potential boardroom rapport . |
| Home Depot; Clear Secure | Current directorships (Boyd) | Expands network; no Oscar related-party transactions disclosed with these entities . |
Expertise & Qualifications
- Domain and leadership experience: Healthcare (Oxford Health Plans), e-commerce/digital (Booking), sales/marketing; recognized for leadership, corporate governance, and strategic management .
- Education: BA, St. Lawrence University (Government); JD, Cornell Law School .
- Board skills matrix coverage: Finance/capital markets; corporate governance; executive leadership; technology and digital; marketing/brand; healthcare .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Beneficial ownership (Class A shares) | 743,693 | 627,027 directly held; 116,666 options exercisable within 60 days (Class A); <1% of Class A and combined voting power (fn 15). |
| Unvested director RSUs (12/31/24) | 8,974 | Outstanding unvested stock awards . |
| Pledged/hedged shares | None allowed | Anti-hedging and anti-pledging policies prohibit such activities by directors . |
| Director ownership guideline | 5x annual cash retainer | All non-employee directors have met the guideline or are subject to and in compliance with the holding requirement . |
Governance Assessment
- Strengths
- Independent Chair with deep public company leadership and healthcare exposure; clear separation of Chair/CEO roles .
- Robust committee engagement; Boyd chairs Nominating & Governance and participates ex‑officio in Audit and T&C, supporting cross-committee oversight .
- Strong attendance and active committee cadence in 2024; independent executive sessions held regularly .
- Director compensation balanced between cash and time-based equity; deferral feature and ownership guidelines enhance alignment; anti-hedging/pledging and clawback policies in place .
- Shareholder support signal: 94% Say‑on‑Pay approval at 2024 meeting (program-level governance acceptance) .
- Watch items / potential red flags
- Controlled-company status (Thrive Capital ~71.5% voting power) concentrates control; however, Board/committees remain majority/fully independent and not relying on exemptions as of Jan 2025 .
- Prior interlock at Booking with current Oscar director (Wittman) suggests network familiarity; monitor for independence of views and avoidance of groupthink .
- No Boyd-specific related-party transactions disclosed; continue to monitor for any evolving interlocks or transactions given his external roles .
Appendix: Supporting Director Compensation Facts
| Program Feature | Detail |
|---|---|
| 2025 changes | Chair retainer rises to $125,000; Audit/T&C chair retainers to $35,000/$32,500; Annual director RSU target rises to ~$200,000 . |
| Deferral mechanics | Boyd elected to defer 100% of cash retainers and RSUs; post-Dec 3, 2024 equity grants settle on a delayed basis as specified . |
All information above is sourced from Oscar Health, Inc. 2025 DEF 14A (filed Apr 25, 2025). Citations are included inline.