R. Scott Blackley
About R. Scott Blackley
R. Scott Blackley is Chief Financial Officer of Oscar Health (OSCR), serving since August 2023. He previously served as CFO from March 2021 to December 2022 and as Chief Transformation Officer from December 2022 to August 2023, and earlier was CFO of Capital One (2016–2021) after serving as its Controller and Principal Accounting Officer (2011–2016). He holds a B.S. in Accounting from the University of Utah and has broad regulatory and accounting experience from senior roles at Fannie Mae, the U.S. SEC, and KPMG; he has served on SLM Corporation’s board since November 2022 (Audit and Financial Risk committees) . Company performance during the most recent disclosed periods shows total shareholder return improving (value of initial $100: 2024 $38.62 vs. 2023 $26.29) with positive 2024 net income of $26.1 million and Adjusted EBITDA of $199.2 million, framing the pay-for-performance context for his incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oscar Health | Chief Financial Officer | Aug 2023–present | Oversees treasury, actuarial, reporting, capital management, IA, ERM, IR; continuity of transformation and performance finance . |
| Oscar Health | Chief Transformation Officer | Dec 2022–Aug 2023 | Led enterprise transformation bridging prior CFO term and return to CFO . |
| Oscar Health | Chief Financial Officer | Mar 2021–Dec 2022 | Established public-company finance rigor post-IPO period . |
| Capital One | Chief Financial Officer | May 2016–Mar 2021 | Led finance at large-scale financial services firm through tech-driven transformation . |
| Capital One | Controller & Principal Accounting Officer | Mar 2011–May 2016 | Strengthened reporting controls and accounting governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLM Corporation | Director; Audit & Financial Risk Committees | Nov 2022–present | Governance and risk oversight, cross-industry finance perspective . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $600,000 | $600,000 | $600,000 |
| Target Bonus (% of Base) | 30% (policy) | 30% (policy) | 30% (policy) |
| Annual Bonus Paid ($) | $147,600 | $243,000 | $840,000 |
| All Other Compensation ($) | $2,500 | $6,600 | $6,900 |
| Total ($) | $750,100 | $6,200,660 | $5,446,439 |
Notes:
- Annual bonus eligibility and target (% of base) set by employment agreement: $600,000 base; 30% target bonus; program paid no later than March 15 each year subject to performance and continued employment .
Performance Compensation
Annual Bonus Design (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | Not disclosed | Not disclosed | Contributed to overall bonus ($840,000) | N/A |
| Direct & Assumed Premiums | 30% | Not disclosed | Not disclosed | Contributed to overall bonus ($840,000) | N/A |
| Operating Leverage (SG&A Expense Ratio) | 10% | Not disclosed | Not disclosed | Contributed to overall bonus ($840,000) | N/A |
| Strategic Initiatives | 10% | Not disclosed | Not disclosed | Contributed to overall bonus ($840,000) | N/A |
Design details: Annual cash incentives are one-year performance programs; for 2024, threshold/target/maximum possible payouts for Blackley were $144,000 / $480,000 / $892,800, respectively , with metrics and weights above .
Long-Term Equity Awards (2024 grants)
| Award Type | Grant Date | Target Value ($) | Share Denominator | Shares / Targets | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSU | 3/10/2024 | $1,600,000 | 30-day avg price $15.41 | 103,829 RSUs | 12 equal quarterly installments over 3 years beginning 6/1/2024 | $1,519,018 |
| PSU (3-year EBIT with rTSR modifier) | 5/2/2024 | $1,600,000 | 60-day avg price $15.50 | Threshold 38,709; Target 103,226; Max 289,032 PSUs | Cliff after performance period (2024–2026) with 0–200% outcome modified 0.75x–1.40x by rTSR vs peer group (max 280%) | $2,480,521 |
Program structure: Executive LTI split 50% time-based RSUs and 50% performance-based PSUs . PSUs earned based on cumulative three-year EBIT (2024–2026) with rTSR modifier; RSUs vest quarterly over three years .
2024 Stock Vested
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| R. Scott Blackley | 678,832 | $12,020,793 |
No stock options were exercised by NEOs in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,453,608 Class A shares; 1.1% beneficial ownership as of April 10, 2025 . |
| Stock Ownership Guidelines | Executive Vice Presidents must hold shares equal to 3x annual base salary; determination assessed March 31 each year . |
| Compliance Status | All NEOs have met minimum ownership or are subject to and in compliance with holding requirements . |
| Hedging/Pledging | Company policy prohibits hedging and pledging (including margin accounts) for employees, officers, directors . |
| Outstanding Options (Exercisable/Unexercisable) | 12/6/2020: 999,999 exercisable @ $15.93 exp. 12/5/2030 ; 8/31/2021: 213,858 exercisable + 49,352 unexercisable @ $15.59 exp. 8/30/2031 ; 3/30/2023: 155,372 exercisable + 199,766 unexercisable @ $6.62 exp. 3/29/2033 . |
| Unvested RSUs | 8/31/2021: 21,048 ($282,885) ; 3/30/2023: 338,200 ($4,545,408) ; 3/10/2024: 77,872 ($1,046,599) . |
| Unearned PSUs | 5/2/2024: 144,516 unearned ($1,942,295) . |
Employment Terms
| Term | Provision |
|---|---|
| Role & Reporting | Reports to CEO; agreement continues until terminated . |
| Cash Compensation | $600,000 base salary; target bonus 30% of base with goals set by board; paid no later than March 15 subject to continued employment . |
| Severance (no CIC) | If terminated without cause or for good reason: cash = base + target bonus; pro-rata target bonus for year of termination; 12 months COBRA at active-employee cost; accelerated vesting for time-based awards for certain other NEOs but Blackley’s acceleration governed by change-in-control provisions . |
| Severance (CIC double-trigger) | If termination occurs on or within 12 months post-CIC: accelerated vesting of all outstanding time-vesting equity awards . |
| Potential Payments (Dec 31, 2024 basis) | Cash: $1,560,000; Equity acceleration: $38,760 (no CIC), $7,884,730 (termination in connection with CIC), $1,046,599 (Death/Disability no CIC), $1,262,410 (Death/Disability post-CIC); Continued health care: $25,692; Total up to $9,470,422 (termination with CIC) . |
| Consulting Arrangement | Upon termination other than (a) for cause, (b) without cause or for good reason within 12 months post-CIC, or (c) death/disability: two-year consulting agreement during which equity awards remain outstanding and eligible to vest . |
| Restrictive Covenants | Non-compete and non-solicit during employment and for 12 months after termination; confidentiality obligations; Section 280G “best pay” (cut or pay full based on better after-tax outcome) . |
| Clawback | SEC- and NYSE-compliant clawback policy maintained . |
| Tax Gross-ups | None provided . |
Compensation Structure Analysis
- Pay mix emphasizes performance-based incentives: LTI split 50% RSUs and 50% PSUs with three-year EBIT and rTSR modifier; 2024 annual bonus driven by EBITDA, premiums, operating leverage, and strategic initiatives .
- Shift away from stock options in 2024 annual program, reflecting reduced dilution priority and multi-year performance focus; aligns with maturity post-IPO .
- High realized vesting in 2024 (678,832 shares; $12.0 million) indicates meaningful ongoing equity delivery that may create selling pressure around quarterly RSU vest dates; no options exercised in 2024 .
- Say-on-pay support of 94% in 2024 suggests investor endorsement of pay design and alignment .
Investment Implications
- Alignment: Ownership guidelines (3x salary), compliance status, and prohibition on hedging/pledging indicate strong alignment and reduced governance risk; PSUs tied to three-year EBIT with rTSR modifier further anchor pay to performance .
- Retention risk: Standard severance plus the unique two-year consulting arrangement that preserves vesting eligibility materially lowers near-term retention risk; double-trigger acceleration in CIC scenarios balances retention with market-competitive protections .
- Selling pressure: Significant RSU cadence (quarterly vesting over three years) combined with 2024 vesting volume could create episodic liquidity/selling pressure; monitoring Form 4s around vest dates is prudent .
- Pay-for-performance: 2024 bonus above target ($840k vs $480k target) and multi-year PSU construct signal confidence in execution; company TSR and profitability metrics improved in 2024 (positive net income; strong Adjusted EBITDA), supporting incentive outcomes .
- Governance: Robust clawback, no excise tax gross-ups, independent compensation oversight, and high say-on-pay approval (94%) reduce compensation-related headline risk .