Mark Bertolini
About Mark Bertolini
Mark T. Bertolini (age 68) has served as Chief Executive Officer and a director of Oscar Health since April 2023. He previously served as Co‑CEO of Bridgewater Associates (Jan 2022–Mar 2023) and as CEO (2010–2018) and Chairman (2011–2018) of Aetna Inc.; earlier roles included senior positions at The Cigna Group, NYLCare Health Plans, and SelectCare. He holds a BS in Business from Wayne State University and an MBA from Cornell University . Company performance metrics disclosed alongside executive pay show 2024 net income of $26.1 million and Adjusted EBITDA of $199.2 million, with a company TSR index value (fixed $100) of $38.62 for 2024 (vs $26.29 in 2023) . Oscar’s 2024 annual bonus plan metrics were heavily tied to Adjusted EBITDA and Direct & Assumed Premiums, with actuals of $199.2 million and $10.5 billion respectively, driving a 175% payout vs target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aetna Inc. | Chief Executive Officer; Chairman | CEO: Nov 2010–Nov 2018; Chairman: Apr 2011–Nov 2018 | Led a major managed care company; long-tenured sector leadership |
| Bridgewater Associates, LP | Co‑Chief Executive Officer | Jan 2022–Mar 2023 | Senior leadership at a global investment manager |
| The Cigna Group; NYLCare Health Plans; SelectCare, Inc. | Various executive roles | Not specified | Built broad healthcare operating experience before Aetna |
External Roles
| Organization | Role | Years |
|---|---|---|
| Verizon Communications Inc. | Director | Current (not dated in proxy) |
| CVS Health Corporation | Director | 2018–2020 |
Fixed Compensation
| Year | Role | Base salary ($) | Target bonus (% of salary) | Target bonus ($) |
|---|---|---|---|---|
| 2024 | CEO | 600,000 | 30% | 180,000 |
| 2025 policy (set) | CEO | 600,000 | 30% | 180,000 (no salary adjustments for 2025) |
Multi-year actual cash compensation:
| Year | Salary ($) | Non-equity incentive ($) | Total cash ($) |
|---|---|---|---|
| 2024 | 600,000 | 315,000 | 915,000 |
| 2023 | 450,000 | 182,250 | 632,250 (equity grant dominated total) |
Notes:
- 2024 annual bonus payout equaled 175% of target, producing $315,000 for the CEO .
Performance Compensation
Annual cash incentive program (2024)
| Metric | Weight | Target | Actual | Metric achievement | Weighted achievement |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $150 million | $199.2 million | 198% | 99% |
| Direct & Assumed Premiums | 30% | $9.9 billion | $10.5 billion | 166% | 50% |
| Operating Leverage (SG&A %) | 10% | 17.8% | 16.7% | 130% | 13% |
| Strategic Initiatives | 10% | See footnote | See footnote | 130% | 13% |
| Total | 100% | — | — | — | 175% |
CEO payout mechanics:
- Target bonus 30% of salary; payout at 175% of target produced $315,000 for 2024 .
Long-term equity incentives
- CEO sign-on equity (granted April 3, 2023): mix of time-based RSUs (three equal annual installments beginning April 3, 2024) and PSUs that vest based on stock price hurdles over a three-year period ending April 3, 2026; company states no new CEO LTI expected before calendar 2026 .
- 2024 PSU program (for other NEOs): 3-year performance period (2024–2026) with EBIT target grid (50%–200% of target earnout) modified by 3-year relative TSR (0.75x–1.4x) vs defined peer group; cliff vest at period end .
- CEO 2023 PSU performance status: $11.00 and $16.00 stock price hurdles achieved in March and May 2024; final $39.00 hurdle can be met if achieved for any 90 consecutive trading days through April 3, 2026; any earned PSUs vest April 3, 2026 subject to continued CEO service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 10, 2025) | 5,236,204 Class A shares; 2.4% of Class A outstanding |
| Ownership guidelines (executives) | CEO must hold 6x annual base salary; executives subject to holding requirements until compliant |
| Compliance status | All NEOs have either met the requirement or are in compliance with the holding requirement |
| Hedging/pledging | Prohibited for employees, officers, and directors (includes no margin/pledge) |
| Director fees | CEO receives no additional compensation for Board service; non-employee director compensation shown separately |
Outstanding equity awards (as of Dec 31, 2024): | Award type | Grant date | Status | Quantity (#) | Vesting/notes | |---|---|---:|---| | Stock options | 11/15/2020 | Exercisable | 20,000 | $12.72 strike; expire 11/14/2030; fully vested | | Stock options | 10/5/2021 | Exercisable | 371,760 | $16.14 strike; expire 10/4/2031; fully vested | | RSUs (Inducement) | 4/3/2023 | Unvested | 1,911,111 | Vests in three equal annual installments beginning 4/3/2024 | | RSUs (Inducement) | 4/3/2023 | Unvested | 5,733,334 | Vests in three equal annual installments beginning 4/3/2024 | | PSUs (stock price hurdles) | 4/3/2023 | Unearned | 1,720,000 | $11 and $16 hurdles achieved in Mar/May 2024; $39 hurdle remains; vest 4/3/2026 if earned and service requirement met |
Potential insider selling pressure indicators:
- RSU tranches vest annually on 4/3 in 2024, 2025, 2026; PSUs, if earned (including $39 hurdle), vest 4/3/2026; anti‑pledging and anti‑hedging policy reduces external sell/hedge incentives .
Employment Terms
| Term | Detail |
|---|---|
| Effective date and term | Employment agreement effective April 3, 2023; 3‑year term with automatic 1‑year renewals unless 60 days’ notice not to renew |
| Base salary / Target bonus | $600,000 base; 30% target bonus |
| Non-compete / non-solicit | In effect during employment and 12 months post‑employment |
| 280G treatment | “Best pay” cutback (pay full or reduce to avoid excise tax, whichever is better after-tax) |
| Sign-on equity | RSUs and PSUs granted at hire; no additional CEO LTI intended before 2026 |
| Clawback | SEC- and NYSE-compliant clawback policy maintained |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Estimated potential payments upon termination/CIC (as of Dec 31, 2024):
| Scenario | Cash ($) | Equity acceleration ($) | Health care | Total ($) |
|---|---|---|---|---|
| Termination without cause or for good reason (no CIC) | 960,000 | 83,366,130 | — | 84,326,130 |
| Change in control (no termination) | — | — | — | — |
| Termination without cause or for good reason in connection with a CIC | 960,000 | 102,741,341 | — | 103,701,340 |
| Death/Disability (no CIC) | — | 54,490,565 | — | 54,490,565 |
| Death/Disability (following a CIC) | — | 102,741,340 | — | 102,741,340 |
Award-specific acceleration highlights:
- RSUs: if not assumed on CIC, vest in full; if assumed and Qualifying Termination within 12 months post‑CIC, vest in full; for CEO sign‑on RSUs, termination without cause/for good reason adds 12 months of vesting; death/disability pro‑rates current tranche; continued Board service preserves vesting eligibility .
- PSUs (CEO sign‑on): earnout set by stock price goals (with CIC price interpolation); if assumed on CIC, earned PSUs convert to time‑vest and vest at period end with continued CEO service; if not assumed, 100% of earned PSUs vest pre‑CIC; special prorations and continued Board service mechanics apply on certain terminations .
Board Governance
- Role: CEO and director since 2023; not listed as a member of Audit, Talent & Compensation (T&C), or Nominating & Corporate Governance committees (non‑management executives typically do not serve on standing committees) .
- Leadership structure: Independent Chair (Jeffery H. Boyd); separation of Chair/CEO roles; majority‑independent Board; Lead Director contemplated if Chair were non‑independent .
- Committee composition and chairs (2024): Audit (Chair: Vanessa Wittman), T&C (Chair: Laura Lang), Nominating & Governance (Chair: Jeffery H. Boyd) .
- Independence: Seven of nine 2025 director nominees (excluding executives) determined independent under NYSE rules .
Dual-role implications:
- CEO also serves as a director, but the presence of an independent Chair and independent committees mitigates concentration of power and independence concerns .
- CEO receives no director compensation (avoids dual-pay issues) .
Compensation Peer Group and Governance
- 2024 peer group focused on health insurance/services/tech-enabled peers; 2025 peer group updated to add larger healthcare companies (DaVita, Encompass Health, LabCorp, Quest Diagnostics, Tenet) and remove Clover Health, Omnicell, Premier; projected 2024 revenue between group median and 75th percentile; market cap between 25th and median .
- Independent consultant FW Cook engaged by T&C Committee; program emphasizes performance-based pay; no excise tax gross-ups; no single-trigger cash on CIC; anti‑hedging/pledging; ownership guidelines in place .
Pay Versus Performance (context)
| Year | CEO “CAP” ($) | SCT Total ($) | TSR (value of $100) | Net income ($000) | Adjusted EBITDA ($000) |
|---|---|---|---|---|---|
| 2024 | 54,326,168 | 915,000 | 38.62 | 26,121 | 199,234 |
| 2023 | 66,452,986 | 44,538,114 | 26.29 | (270,594) | (45,238) |
Note: CEO CAP for 2023–2024 includes December 31 fair values of the April 3, 2023 CEO equity grant (intended to cover 2023–2025) .
Investment Implications
- Pay-for-performance alignment: 2024 bonus tied 50% to Adjusted EBITDA and 30% to premiums, delivering a 175% payout on strong operational execution; CEO’s 2023 sign-on equity front-loaded with explicit stock-price hurdles creates significant alignment to multi-year value creation, with two hurdles achieved and a stretch $39 hurdle outstanding through Apr 3, 2026 .
- Retention and supply overhang: Large unvested RSU balances and PSU vesting in 2026, plus a non-compete/non-solicit and severance protection, indicate strong retention; annual RSU tranche vest dates (Apr 3 each year) and potential 2026 PSU vesting are the most relevant windows for potential insider selling pressure; hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Change-in-control economics: No single-trigger cash; equity features CIC treatment with “assume or vest” constructs and double-trigger protections, plus substantial equity acceleration values, which could influence deal dynamics and management’s negotiation posture in strategic events .
- Governance risk: Dual-role risk is moderated by an independent Chair, fully independent key committees, and explicit compensation governance best practices (clawback, no tax gross-ups, anti-hedging/pledging) .
- Track record and execution: 2024 profitability metrics (positive net income and strong Adjusted EBITDA) and above-target premiums underpin the 2024 bonus results; continued attainment of EBIT/TSR hurdles (including the $39 price goal) is a monitoring catalyst and potential trading signal heading into the April 2026 vest timeline .