Laura Lang
About Laura Lang
Laura Lang is an independent director of Oscar Health, Inc. (OSCR) serving since December 2022. She is Managing Director of Narragansett Ventures, LLC (since January 2014) and an adviser to L Catterton (since November 2018). Previously, she was CEO of Time Inc. (Jan 2012–Dec 2013) and CEO of Digitas Inc. (2008–2012). She holds a B.A. in Political Science from Tufts University and an MBA from The Wharton School. The Board cites her digital, financial, and compensation committee experience as key qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Narragansett Ventures, LLC | Managing Director | Jan 2014–Present | Strategic advisory on digital business transformation and growth investing |
| L Catterton | Adviser | Nov 2018–Present | Adviser to consumer-focused investment firm |
| Time Inc. | Chief Executive Officer | Jan 2012–Dec 2013 | Led one of the largest branded media companies |
| Digitas Inc. (Publicis Groupe S.A.) | Chief Executive Officer | 2008–2012 | Oversaw pure-play digital agencies incl. Razorfish, Big Fuel, Denuo, Phonevalley |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| V.F. Corporation | Director | Oct 2011–Present | Talent & Compensation; Finance |
| Vroom, Inc. | Director | May 2020–Present | Compensation; Audit |
| Prior: Care.com Inc.; Nutrisystem, Inc.; Benchmark Electronics, Inc. | Director (prior) | — | — |
Board Governance
- Committee assignments (OSCR): Chair, Talent & Compensation (T&C) Committee; Member, Audit Committee. Vanessa A. Wittman chairs Audit; Jeffery H. Boyd is non-voting ex-officio on Audit and T&C.
- Independence: The Board determined Laura Lang is independent under NYSE rules. Audit Committee members (including Lang) meet Rule 10A-3 independence; T&C members meet NYSE’s heightened independence standards.
- Meetings and attendance: In 2024, the Board met 4 times; Audit met 6; T&C met 5; Nominating & Governance met 4. Each director attended at least 75% of Board and committee meetings during their service period.
- Executive sessions: Non-management directors meet in regular executive sessions; independent directors meet in executive session at least annually.
- Controlled company context: OSCR is a NYSE “controlled company” (Thrive Capital affiliates hold ~71.5% voting power) but, as of January 2025, committees are fully independent and the Board has been majority independent since IPO.
- Compensation governance: As T&C Chair, Lang signed the Compensation Committee Report recommending inclusion of the CD&A. The T&C Committee engaged FW Cook as its independent compensation consultant in 2024.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (Actual) | 94,505 | 174,993 | 269,498 |
Director Compensation Program (policy-level retainers; amendments effective Jan 1, 2025 noted):
| Component | Amount |
|---|---|
| Annual Director Retainer (cash) | $70,000 |
| Board Chair Retainer (cash) | $55,000; increased to $125,000 effective Jan 1, 2025 |
| Committee Chair Retainers (cash) | Audit: $30,000 → $35,000 (eff. 1/1/25); T&C: $20,000 → $32,500 (eff. 1/1/25); Nominating & Governance: $15,000 |
| Committee Member (non-chair) Retainers (cash) | Audit: $10,000; T&C: $7,500; Nominating & Governance: $5,000 |
Notes:
- Annual RSU award for directors: approximately $175,000; increased to $200,000 effective Jan 1, 2025; vests in full on the earlier of first anniversary or next annual meeting; vests on change in control. Settlement of awards granted on/after Dec 3, 2024 is delayed per amended plan.
Performance Compensation
Director equity awards are time-based; no director-level performance metrics apply. As T&C Chair, Lang oversees the executive program; key metrics are below.
Executive Compensation Metrics Overseen by T&C (illustrative of governance under Lang’s chairship):
| Element | Metric(s) | Weighting/Design |
|---|---|---|
| Annual Cash Incentive (Executives) | Adjusted EBITDA | 50% |
| Direct & Assumed Premiums | 30% | |
| Operating Leverage (SG&A Expense Ratio) | 10% | |
| Strategic Initiatives | 10% | |
| Long-Term Equity – Time-based | RSUs | 50% of LTI; vests over 3 years (quarterly) |
| Long-Term Equity – Performance-based | 3-Year EBIT Modifier (0.75x–1.4x); 3-Year Relative TSR vs. rTSR Peer Group | 50% of LTI; cliff after 3 years |
Additional governance practices include an SEC/NYSE-compliant clawback policy and prohibition on hedging/pledging.
Other Directorships & Interlocks
| Company | Potential Overlap with OSCR | Notes |
|---|---|---|
| V.F. Corporation | None disclosed | Consumer apparel/footwear; no related person transactions disclosed with OSCR. |
| Vroom, Inc. | None disclosed | E-commerce auto retail; no related person transactions disclosed with OSCR. |
- Related-party oversight: OSCR’s Audit Committee (of which Lang is a member) reviews related person transactions. Transactions disclosed with Sanford Health were reviewed and pre-approved; no implication for Lang.
Expertise & Qualifications
- The Board cites Lang’s extensive digital expertise, financial and executive experience, and prior compensation committee service as qualifications for OSCR’s Board.
- OSCR’s governance framework includes separation of Chair/CEO and an independent Board Chair, with risk, compliance, and cybersecurity oversight by the Board and its committees.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 10, 2025) | 0 shares of Class A; less than 1% ownership; no Class B. |
| Unvested Stock Awards (12/31/2024) | 8,974 unvested RSUs; no options outstanding. |
| Director Stock Ownership Guidelines | Directors must hold at least 5x the annual cash retainer; until met, must retain all current holdings plus 100% of net shares from equity settlements; all non-employee directors have met or are in holding compliance. |
| Hedging & Pledging | Prohibited for directors (no derivatives, hedging, or pledging/margin). |
| Deferrals | Lang elected to defer 100% of her 2024 RSU awards under the Director Deferred Compensation Plan. |
Say-on-Pay & Shareholder Feedback (Signal for T&C effectiveness)
| Meeting | Result |
|---|---|
| 2024 Annual Meeting | 94% of votes cast supported Say-on-Pay. |
| 2025 Annual Meeting | Say-on-Pay approved: For 801,338,734; Against 3,246,195; Abstain 104,277; Broker non-votes 21,272,090. |
Governance Assessment
Strengths
- Independent director and Chair of the T&C Committee; Audit Committee member; committees are fully independent; Board has been majority independent since IPO.
- Robust governance policies: anti-hedging/pledging, director and executive ownership guidelines, and clawback policy.
- Use of an independent compensation consultant (FW Cook); transparent CD&A and committee reporting (Lang signed T&C report).
- Shareholder support: strong Say-on-Pay results in 2024 (94%) and approval in 2025, signaling investor alignment with compensation oversight.
- Separation of Chair/CEO; independent Board Chair; regular executive sessions.
Watch items and potential red flags
- Low disclosed beneficial ownership (0 shares as of April 10, 2025), though directors are subject to stringent holding and multiple-of-retainer ownership guidelines and Lang holds unvested RSUs.
- Controlled company structure (Thrive Capital ~71.5% voting power) concentrates voting control; however, OSCR is not currently relying on controlled company exemptions for committee independence.
- Multiple external commitments (VF Corporation, Vroom, plus OSCR) warrant ongoing monitoring of time and focus; OSCR discloses that no Audit Committee member serves on more than three public company audit committees, and Lang’s service remains within that guardrail.
No Lang-specific related-party transactions or conflicts were disclosed in the latest proxy.