Mario Schlosser
About Mario Schlosser
Co-founder of Oscar Health (2012), current President of Technology and Chief Technology Officer (since April/August 2023), and director since 2012; age 46; Computer Science degree (highest distinction) from University of Hannover, MBA from Harvard Business School, and visiting scholar at Stanford (10 CS publications). 2024 was Oscar’s strongest year: total revenue $9.18B (+56.5% YoY), net income attributable to Oscar $25.4M, and Adjusted EBITDA $199.2M; management paid annual bonuses at 175% of target on goals including Adjusted EBITDA, premiums, SG&A leverage, and strategic initiatives . Since IPO (3/3/2021) through 2024, a $100 investment in OSCR equated to $38.62 vs $100.48 for the peer group; 2023: $26.29 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oscar Health, Inc. | Chief Executive Officer | 2012–Apr 2023 | Led company from inception to >1M members across IFP and small group; set strategy for +Oscar . |
| Bridgewater Associates | Senior Investment Associate | Aug 2007–Mar 2010 | Developed analytical trading models . |
| Vostu, Ltd. | Co-founder; led analytics and game design | Aug 2006–Nov 2012 | Scaled a leading LatAm social gaming company; data-driven product leadership . |
| McKinsey & Company | Consultant (US/EU/Brazil) | Nov 2002–May 2007 | Strategy and operations engagements across regions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Duolingo, Inc. | Director | Since July 2024 | Public company board service . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 495,681 | 600,000 | 600,000 |
| Target Bonus (% of Salary) | – | – | 100% |
| Actual Bonus Payout (% of Target) | – | – | 175% |
| Actual Bonus Paid ($) | 147,600 | 243,000 | 1,050,000 |
Multi-year summary (total compensation mix):
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 495,681 | 600,000 | 600,000 |
| Stock Awards | – | – | 9,191,822 |
| Non-Equity Incentive (Annual Bonus) | 147,600 | 243,000 | 1,050,000 |
| All Other Compensation | 9,123 | 11,000 | 6,000 |
| Total | 652,405 | 854,000 | 10,847,822 |
Notes:
- Base salary for NEOs (including Schlosser) set at $600,000; T&C Committee made no base changes for 2024/2025 .
- Employee directors receive no additional director fees; Schlosser received no board compensation .
Performance Compensation
Annual cash incentive program (2024 design and results):
| Metric | Weight | Target | Actual | 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 Ratio) | 10% | 17.8% | 16.7% | 130% | 13% |
| Strategic Initiatives | 10% | See footnote | See footnote | 130% | 13% |
| Total Payout | 175% |
2024 long-term incentives (PSUs/RSUs) and structure:
- Pay mix for NEOs (ex-CEO) split 50% time-based RSUs, 50% PSUs; RSUs vest quarterly over 3 years; PSUs cliff-vest after a 3-year period (2024–2026), earned 0–200% on cumulative EBIT with a 0.75x–1.40x relative TSR modifier (max 280%) .
- 2024 target LTI for Schlosser: PSUs $2,665,000; RSUs $2,665,000 (total $5,330,000) .
- One-time RSU award to support role transition/retention: 172,940 RSUs granted March 10, 2024; no vesting until June 1, 2025, then quarterly over 3 years .
2024 equity grants detail:
| Grant Date | Type | Shares/Target | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/10/2024 | RSU | 172,940 | 2,530,112 | Quarterly over 3 years beginning 6/1/2024 (3) |
| 3/10/2024 | RSU (one-time) | 172,940 | 2,530,112 | Quarterly over 3 years beginning 6/1/2025 (no vesting until 6/1/2025) (4) |
| 5/2/2024 | PSU (target) | 171,935 | 4,131,598 | 3-year performance period (2024–2026); EBIT with rTSR modifier |
PSU performance framework and peers:
- EBIT earned %: 50% (threshold), 100% (target), 150% (stretch), 200% (max) .
- rTSR modifier vs rTSR Peer Group (Cigna, CVS, Elevance, Centene, Molina, Agilon, Alignment, Evolent, Privia, Teladoc, Accolade): 1.40x (rank 1), 1.25x (ranks 2–3), 1.00x (ranks 4–9), 0.75x (ranks 10–12) .
Equity Ownership & Alignment
Beneficial ownership (as of April 10, 2025):
| Holder | Class A Shares | Class B Shares | Class A Beneficial Ownership (%) | Combined Voting Power (%) |
|---|---|---|---|---|
| Mario Schlosser | 131,581 | 8,165,467 | 3.7% | 15.7% |
Breakdown and instruments:
- Includes 5,510,330 Class B options exercisable within 60 days (exercise prices $6.36 and $9.75; expirations 12/7/2025 and 12/16/2029) and 43,178 Class A RSUs scheduled to vest within 60 days; certain shares held via family trusts with voting controlled by Schlosser .
- Anti-hedging and anti-pledging policy: hedging and pledging of company stock prohibited .
- Executive stock ownership guidelines: EVP-level required to hold 3x base salary; all NEOs either meet the requirement or comply with holding requirement .
Outstanding equity at 12/31/2024 (Schlosser):
| Instrument | Quantity | Notes/Value Basis |
|---|---|---|
| Options (exercisable), $6.36 strike | 1,110,330 | Expire 12/7/2025; Class B; in-the-money at $13.44 on 12/31/2024 . |
| Options (exercisable), $9.75 strike | 4,400,000 | Expire 12/16/2029; Class B; in-the-money at $13.44 on 12/31/2024 . |
| RSUs (2024 annual) | 129,705 | Unvested; market value $1,743,235 at $13.44 (12/31/2024) . |
| RSUs (one-time 2024) | 172,940 | Unvested; market value $2,324,313 at $13.44 (12/31/2024) . |
| PSUs (2024 grant; displayed as 1.4x target) | 240,709 | Footnote assumes target x 1.4; market value $3,235,128 at $13.44 (12/31/2024) (9). |
Ownership pressures/signals:
- 2015 option tranche (1.11M Class B @ $6.36) expires 12/7/2025, which can create event-driven trading as expiry approaches; company prohibits pledging/hedging .
Employment Terms
| Term | Detail |
|---|---|
| Current role agreement | Employment agreement effective April 3, 2023 upon transition to President of Technology; base $600,000; target annual bonus initially set at 30% in agreement (2024 target set to 100% by T&C); customary benefits; up to $30,000 legal reimbursement . |
| Non-compete / non-solicit | In effect during employment and 12 months post-termination . |
| Severance (no CIC) | If terminated without cause/good reason: cash equal to 1x (base + target bonus) paid over 12 months, pro-rata target bonus for year of termination, and 12 months COBRA at employee rates; equity per award terms . |
| Change-in-control (CIC) | RSUs: if assumed and qualifying termination within 12 months post-CIC, vest in full; if not assumed, vest in full at CIC. 2024 RSUs: on qualifying termination, Schlosser vests the next 12 months of RSU vesting (vs. standard pro-rata) . |
| PSUs (2024) treatment | On CIC, PSUs convert to earned based on greater of target or prorated actual EBIT; if assumed convert to time-based RSUs to vest at end of original period; if not assumed, vest in full; death/disability/retirement and other termination scenarios are pro-rated per award . |
Estimated potential payments (as of 12/31/2024):
- Termination without cause/for good reason (no CIC): $1.80M cash; $774,762 equity acceleration; $25,692 COBRA; total $2.60M .
- Termination without cause/for good reason in connection with a CIC: $1.80M cash; $5,145,925 equity acceleration; $25,692 COBRA; total $6.97M .
Board Governance
| Item | Status |
|---|---|
| Board service | Director since 2012; standing for election to 2026 term . |
| Independence | Not independent (management director); Board majority independent; committees fully independent as of Jan 2025 . |
| Committee memberships | Not listed as a member of Audit, T&C, or Nominating & Governance (those are comprised of independent directors) . |
| Board leadership | Independent Chair (Jeffery H. Boyd); CEO and Chair roles separated; Lead Independent Director provision applicable if Chair becomes non-independent . |
| Meetings & attendance | Four Board meetings in 2024; each director attended at least 75% of Board/committee meetings; nine of ten directors attended 2024 annual meeting . |
| Controlled company | Controlled company under NYSE (Thrive Capital entities ~71.5% combined voting power); not currently relying on governance exemptions . |
| Director pay | Employee directors (including Schlosser) receive no director compensation . |
| Anti-hedging/pledging | Prohibited for directors and officers . |
| Director stock ownership | Non-employee directors must hold ≥5x annual cash retainer; all are compliant or under holding requirement . |
Dual-role implications: Schlosser is a senior executive (President of Technology & CTO) and director, but not CEO or Chair; independence risks are mitigated by an independent Chair, fully independent key committees (Audit, T&C, N&CG), regular executive sessions of non-management and independent directors, and majority-independent Board .
Director Compensation (as applicable)
- Employee directors (including Schlosser) receive no board retainers or equity; director equity and cash retainers apply only to non-employee directors .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Committee composition | Chair: Laura Lang; Members: Laura Lang, Vanessa A. Wittman; Boyd ex-officio (non-voting); all independent per NYSE heightened standards . |
| Consultant | FW Cook engaged to benchmark NEO and director pay, equity design, program structure; T&C reviewed independence and found no conflicts . |
| Compensation peer group (2024) | Agilon, Alignment, Clover, Concentrix, Evolent, GoodRx, HealthEquity, Molina, Omnicell, Premier, Privia, R1 RCM, Teladoc . |
| Compensation peer group (2025) | Agilon, Alignment, Concentrix, DaVita, Encompass Health, Evolent, GoodRx, HealthEquity, LabCorp, Molina, Privia, Quest Diagnostics, R1 RCM, Teladoc, Tenet . |
| Governance practices | No hedging/pledging; SEC/NYSE-compliant clawback; no single-trigger cash on CIC; no excise tax gross-ups; equity shifted away from options in 2024 to RSUs/PSUs for dilution control and performance alignment . |
SAY-ON-PAY & Shareholder Feedback
- 2024 Say-on-Pay received 94% support; ongoing investor outreach pre/post annual meeting to solicit compensation feedback .
Equity Grant & Vesting Schedules (Detail)
| Type | Core terms |
|---|---|
| RSUs (annual 2024) | Vest in 12 equal quarterly installments over 3 years starting 6/1/2024 . |
| RSUs (one-time 2024) | No vest until 6/1/2025, then 12 equal quarterly installments over 3 years . |
| PSUs (2024) | 3-year period (2024–2026); EBIT goals (50%–200%) with rTSR modifier (0.75x–1.40x); vest at period end . |
Related Party Transactions
- Schlosser is party to the Thirteenth Amended and Restated Investors’ Rights Agreement along with other major investors; Thrive Capital (affiliated with Vice Chair Joshua Kushner) holds registration rights and significant voting power; the company remains a controlled company under NYSE rules .
Performance & Track Record (context)
| Measure | 2023 | 2024 |
|---|---|---|
| Total Revenue ($) | 5,862,869,000 | 9,177,564,000 |
| Net Income attributable to Oscar ($) | (270,728,000) | 25,432,000 |
| Adjusted EBITDA ($) | (45,238,000) | 199,234,000 |
| TSR value of $100 since IPO | $26.29 | $38.62 |
Employment Terms (Severance & CIC) – Quick Reference
| Scenario | Cash | Equity | Benefits |
|---|---|---|---|
| Termination without cause/for good reason (no CIC) | 1x (base + target bonus) paid over 12 months + pro-rata target bonus | RSUs: next-scheduled tranche pro-rata; Schlosser’s 2024 RSUs: 12 months of vesting; PSUs: per award terms | 12 months COBRA at employee rates |
| CIC (no termination) | – | RSUs: if not assumed, vest full; PSUs: earn at ≥ target or prorated actual EBIT; assumed awards convert to time-based | – |
| Termination in connection with CIC | Same cash as above | Full vest of unvested RSUs if assumed + terminated in 12 months; PSUs per CIC earn/convert rules | 12 months COBRA |
Investment Implications
- Alignment and retention: Very high equity alignment via sizable unvested RSUs/PSUs, 3x salary ownership guideline, and a 3-year PSU program anchored to EBIT and relative TSR through 2026; anti-hedge/pledge and a robust clawback further align incentives .
- Event-driven watch items: 1.11M Class B options (strike $6.36) expiring 12/7/2025, plus ongoing quarterly RSU releases from two 2024 RSU grants, may influence trading flows around vesting/expiry windows; PSU realization tied to EBIT delivery and relative TSR through YE2026 .
- Pay-for-performance: 2024 bonus paid at 175% of target driven by strong top-line, profitability (net income positive), and SG&A leverage; 2024 LTI shifted to RSUs/PSUs (no new options) to control dilution and embed multi-year performance .
- Governance risk: Dual class and controlled company status concentrate voting with Thrive; however, independent Chair and fully independent key committees mitigate governance/independence concerns; employee directors earn no board fees .
- Say-on-Pay support: 94% approval in 2024 suggests low near-term headline risk on executive pay; continue to monitor investor outreach feedback and any peer group changes that could ratchet pay benchmarks .