Joshua Kushner
About Joshua Kushner
Joshua Kushner is Co-Founder of Oscar Health and has served as a director since December 2012; he has been Vice Chair of the Board since February 2021. He is also Founder and CEO of Thrive Capital Management, LLC, and holds a BA in Government from Harvard College and an MBA from Harvard Business School . Age: 39 . Oscar’s recent performance context: FY2024 revenue was $9.2B (+56.5% YoY) with adjusted EBITDA of $199.2M and net income of $25.4M, marking the strongest year in company history . Oscar is a “controlled company” with entities affiliated with Thrive Capital and Mr. Kushner holding ~71.5% of the combined voting power, which has governance implications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oscar Health, Inc. | Co-Founder; Director; Vice Chair of the Board | Director since Dec 2012; Vice Chair since Feb 2021 | Early-stage co-founder influence; ongoing strategic and board leadership |
| Thrive Capital Management, LLC | Founder & Chief Executive Officer | Not disclosed | Venture capital leadership and network influence benefitting technology growth orientation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thrive Capital Management, LLC | Founder & CEO | Not disclosed | Controls entities that collectively hold ~71.5% voting power in Oscar, shaping governance and capital strategy |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Director Cash Retainer | $0 | Mr. Kushner, as Vice Chair and executive officer, did not receive director compensation in 2024 . |
| Base Salary (as executive officer) | Not disclosed | Mr. Kushner is an executive officer but is not an NEO; no executive pay for him is disclosed in 2024 . |
| Target Bonus % | Not disclosed | Not an NEO; no disclosure . |
| Actual Bonus Paid | Not disclosed | Not an NEO; no disclosure . |
Performance Compensation
| Incentive Type | Grant Date | Vehicles | Metrics | Vesting | 2024 Activity |
|---|---|---|---|---|---|
| Board Equity Grants | n/a | RSUs for non‑employee directors | n/a | Annual RSU vests by next annual meeting or 1 year | Mr. Kushner did not receive director equity grants in 2024 (no director compensation) . |
| Executive Equity Awards | n/a | Not disclosed | Not disclosed | Not disclosed | No executive (NEO) awards disclosed for Mr. Kushner; he is not an NEO . |
Equity Ownership & Alignment
| Holder | Class A Shares (#) | Class A % | Class B Shares (#) | Class B % | Class A Beneficial Ownership % | Combined Voting Power % |
|---|---|---|---|---|---|---|
| Joshua Kushner (via Thrive Capital affiliates; may be deemed to beneficially own as sole managing member of Thrive GPs) | 10,549,639 | 4.7% | 32,859,064 | 92.5% | 17.0% | 71.5% |
| Notes | colspan=6 | Thrive Capital funds holdings and general partner control relationships detailed; principal business office c/o Thrive Capital, 295 Lafayette St., NY, NY |
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging by employees, officers, and directors, reducing forced selling and misalignment risks .
- Stock ownership guidelines: Non-employee directors must hold stock equal to at least 5x annual cash retainer (with holding requirements until compliance) . Executive ownership guidelines apply to CEO/EVP/SVP; not specified for Mr. Kushner .
Employment Terms
- Executive Officer Status: Listed as executive officer (Co-Founder and Vice Chair) .
- Employment Agreement/Severance: No employment agreement or severance terms disclosed for Mr. Kushner; severance/change-in-control terms disclosed only for NEOs .
- Indemnification: Company provides director/officer indemnification and D&O insurance; individual indemnification agreements with each director/officer .
Board Governance
- Board Service History: Director since 2012; Vice Chair since 2021 .
- Committee Memberships: Not listed as a member of Audit, Talent & Compensation, or Nominating & Governance committees; committee rosters are independent and chaired by other directors .
- Independence Status: Oscar is a controlled company; independent directors compose a majority of the Board and committees; Mr. Kushner is affiliated with Thrive Capital (controlling holder), implying non‑independence .
- Board Attendance: All directors attended ≥75% of Board and committee meetings in 2024 (applies to each director) .
- Leadership Structure: Independent Chair; CEO separate; executive sessions led by Chair; controlled company designation sunsets dual-class after seven years .
- Director Compensation Program (for non-employee directors): In 2024—$70k annual retainer; committee chair/member retainers; ~$175k annual RSU; increased retainers/equity effective Jan 1, 2025; change-in-control full vesting; deferred compensation plan for directors .
Related Party Transactions
- Thrive Capital Convertible Notes: Entities affiliated with Thrive Capital purchased $35M of 7.25% Convertible Senior Notes due 2031 (Investment Agreement Jan 27, 2022; closing Feb 3, 2022); registration rights added under the Amended Investors’ Rights Agreement .
- Investors’ Rights Agreement: Thrive has demand/registration rights; IRA imposes affirmative obligations on Oscar .
- Related Person Transaction Policy: Audit Committee reviews and must approve/ratify; related directors recuse (e.g., Sanford transactions; policy standard applies generally) .
Company Performance (Context for Pay-for-Performance)
Annual results (oldest → newest):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 3,898,711,000* | 5,841,516,000* | 9,156,988,000* |
| EBITDA ($) | -574,584,000* | -158,621,000* | 89,410,000* |
| Net Income - (IS) ($) | -606,275,000 | -270,728,000 | 25,432,000 |
Quarterly results (oldest → newest):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 2,387,624,000* | 3,041,933,000* | 2,857,448,000* | 2,977,183,000* |
| EBITDA ($) | -138,498,000* | 303,853,000* | -223,513,000* | -121,938,000* |
| Net Income - (IS) ($) | -153,547,000 | 275,271,000 | -228,361,000 | -137,450,000 |
Values marked with an asterisk were retrieved from S&P Global.
Additional context:
- Oscar reported FY2024 adjusted EBITDA of $199.2M and net income attributable to Oscar of $25.4M; SG&A ratio improved 520 bps YoY; membership ~1.8M as of Feb 1, 2025 .
Risk Indicators & Red Flags
- Controlled Company: ~71.5% combined voting power controlled by Thrive Capital entities and Mr. Kushner—potential governance concentration risk mitigated by independent chair and fully independent committees .
- Hedging/Pledging: Prohibited for directors and officers, reducing alignment risk from derivatives or collateralized positions .
- Related Party: Convertible notes and registration rights involving Thrive; robust Audit Committee oversight and recusal processes described .
- Say-on-Pay: 94% approval in 2024, suggesting strong shareholder support for executive pay design (context for overall governance climate) .
Compensation Structure Analysis (Joshua Kushner)
- Cash vs Equity Mix: No director compensation to Mr. Kushner in 2024 (as Vice Chair/executive officer) .
- At-Risk Pay: No company awards disclosed for him; alignment primarily via substantial beneficial ownership through Thrive and Class B super-voting control .
- Repricing/Modifications: No indication of option repricing related to Mr. Kushner; company shifted from options to RSUs/PSUs for NEOs in 2024 to reduce dilution (context) .
Employment & Contracts
- Start/Tenure: Director since 2012; Vice Chair since 2021 .
- Severance/Change-of-Control Economics: Not disclosed/applicable for Mr. Kushner; company discloses NEO provisions separately .
- Non-compete/Non-solicit: Not disclosed for Mr. Kushner; executive agreements described for NEOs (context) .
- Consulting/Garden Leave: Not disclosed for Mr. Kushner; NEO consulting arrangements disclosed for CFO/CTO (context) .
Board Service Details and Dual-Role Implications
- Role: Vice Chair with significant shareholder control via Thrive (dual role as executive officer and controlling stockholder representative) .
- Committee Roles: None listed; committees fully independent and chaired by non-management directors .
- Independence Concerns: Controlled company status elevates potential conflicts; mitigants include independent Chair, majority independent Board, fully independent committees, anti-hedging/pledging, and related party transaction oversight .
Investment Implications
- Alignment: High “skin-in-the-game” via Thrive’s 71.5% voting power and 17% Class A beneficial ownership aligns Mr. Kushner with long-term value creation; lack of director cash compensation further reduces short-term pay risk .
- Governance/Control Risk: Controlled company status concentrates decision-making; while mitigated by independent chair/committees, investors should monitor related party transactions and any changes to IRA or note conversion dynamics .
- Trading Signals: Anti-hedging/pledging policy reduces forced selling risk; watch SEC filings (13D/A, Form 4) for changes in Thrive’s holdings or note conversions that could impact float and voting dynamics .
- Performance Context: Revenue growth and profitability inflection in FY2024 support pay-for-performance philosophy broadly; however, Mr. Kushner’s incentives are primarily through ownership/control rather than disclosed company compensation .