Vanessa Wittman
About Vanessa A. Wittman
Independent director since 2021; age 58; seasoned CFO and audit leader. Prior CFO roles span Glossier (2019–2022), Oath (2018–2019), Dropbox (2015–2016), Motorola Mobility (2012–2015), and Marsh & McLennan (2008–2012). Education: BA in Business Administration (UNC Chapel Hill) and MBA (University of Virginia). Recognized by Oscar’s Board as independent and designated an “audit committee financial expert”; currently serves as Audit Committee Chair and member of the Talent & Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glossier, Inc. | Chief Financial Officer; Advisor | CFO: Apr 2019–Apr 2022; Advisor until Dec 2022 | Led finance at high-growth consumer brand |
| Oath Inc. | Chief Financial Officer | Jan 2018–Jan 2019 | CFO of digital media platform (Verizon subsidiary) |
| Dropbox, Inc. | Chief Financial Officer | Feb 2015–Oct 2016 | CFO at cloud storage leader |
| Motorola Mobility Holdings | Chief Financial Officer | Mar 2012–Feb 2015 | CFO during device/telecom transition period |
| Marsh & McLennan Companies | EVP & Chief Financial Officer | Oct 2008–Mar 2012 | Global professional services CFO |
External Roles
| Company | Board Role | Since | Committees/Positions |
|---|---|---|---|
| American International Group (AIG) | Director | Mar 2023 | Audit Committee member; Chair of Risk Committee |
| Booking Holdings Inc. | Director | Jun 2019 | Chair of Audit Committee |
| Impossible Foods Inc. | Director | Mar 2019 | Chair of Audit Committee |
| Ulta Beauty, Inc. | Former Director | Jun 2014–Mar 2019 | Director (prior) |
| Sirius XM Holdings Inc. | Former Director | Apr 2011–Jun 2018 | Director (prior) |
Board Governance
- Committee assignments: Audit Committee Chair; member, Talent & Compensation Committee; Board has majority independent directors; Wittman deemed NYSE independent .
- Audit expertise: Board determined Wittman qualifies as “audit committee financial expert”; Audit met 6 times in 2024; signed Audit Committee report as Chair .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings where they served .
- Independence and executive sessions: Independent directors meet in executive session regularly; Chair presides; Board separates Chair and CEO roles .
- Governance policies: Anti-hedging and anti-pledging; director stock ownership guidelines; annual evaluations; cybersecurity oversight .
Fixed Compensation
| Component | Amount / Structure | Notes |
|---|---|---|
| Annual Director Cash Retainer | $70,000 | Paid quarterly; pro-rated for partial quarters . |
| Audit Chair Retainer | $30,000 (increased to $35,000 effective Jan 1, 2025) | Chair premium for Audit . |
| T&C Chair Retainer | $20,000 (increased to $32,500 effective Jan 1, 2025) | Chair premium (Wittman is member, not chair) . |
| Committee Member Retainers | Audit: $10,000; T&C: $7,500; Nominating: $5,000 | Member fees (non-chair) . |
| 2024 Actual Cash Paid (Wittman) | $106,250 | Director compensation table . |
Performance Compensation
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director RSU Grant | ~$175,000 (increased to $200,000 effective Jan 1, 2025) | Vests in full on earlier of first anniversary or next annual meeting; CIC vests in full; post-Dec 3, 2024 grants settle on separation/CIC timeline per plan . | None; director RSUs are time-based (no performance conditions) . |
| 2024 Stock Awards (Wittman) | $174,993 | Annual RSU under program . |
Other Directorships & Interlocks
- Interlock signal: Wittman chairs Audit at Booking Holdings; Oscar’s Board Chair Jeffery H. Boyd is former CEO/Chair of Booking Holdings and current Oscar Board Chair—network ties may influence information flows but no related-party transactions disclosed with Booking .
- Controlled company context: Thrive Capital/Joshua Kushner control ~71.5% combined voting power; Board remains majority independent; committees fully independent as of Jan 2025 .
Expertise & Qualifications
- Financial, accounting, capital markets; risk management; corporate governance; executive leadership; technology innovation & digital (per Board skills matrix) .
- CFO experience across technology and diversified services companies; designated audit committee financial expert .
- External risk and audit leadership (AIG Risk Committee Chair; multiple Audit Chair roles) supports Oscar’s risk oversight .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 114,512 (105,538 directly; 8,974 RSUs vesting within 60 days of Apr 10, 2025) . |
| Ownership % of shares outstanding | <1% . |
| Unvested director RSUs outstanding (12/31/2024) | 8,974 . |
| Pledged/Hedged shares | Prohibited by company policy; no pledging allowed; hedging prohibited . |
| Director ownership guideline | Minimum holdings equal to 5x annual cash retainer; compliance noted for all non-employee directors . |
Governance Assessment
- Strengths: Independent director with deep CFO/audit credentials; Audit Chair and SEC-designated financial expert; strong committee activity (Audit met 6x in 2024); Board attendance above 75% threshold; robust anti-hedging/pledging and ownership alignment via 5x retainer guideline .
- Compensation alignment: Director pay primarily equity (time-based RSUs) plus reasonable retainers; T&C used independent consultant (FW Cook) to benchmark director and executive pay; no tax gross-ups; clawback policy robust (executive-focused) .
- Shareholder sentiment: 2024 say‑on‑pay approval 94%; 2025 say‑on‑pay votes FOR 801,338,734 vs AGAINST 3,246,195 (broker non‑votes 21,272,090) indicating strong support .
- Potential watch items: Interlock via Booking network (Boyd and Wittman) warrants monitoring though no related-party exposure disclosed; Oscar’s “controlled company” status by Thrive may concentrate voting power, but independent committee composition mitigates risk .
- Conflicts/related party: No related‑party transactions disclosed involving Wittman; Sanford Health transactions reviewed and approved by Audit Committee, not involving Wittman .
Director Compensation (Summary Table)
| Component | 2024 Amount (Wittman) |
|---|---|
| Fees Earned (Cash) | $106,250 |
| Stock Awards (RSUs) | $174,993 |
| Total | $281,243 |
Board Governance (Attendance & Committees)
| Metric | 2024 |
|---|---|
| Board meetings held | 4 |
| Audit Committee meetings | 6 |
| Talent & Compensation Committee meetings | 5 |
| Nominating & Corporate Governance Committee meetings | 4 |
| Director attendance threshold met | Each director ≥75% of Board + committee meetings |
| Wittman roles | Audit Chair; T&C member |
Shareholder Votes (2025 Annual Meeting)
| Item | Votes FOR | Votes AGAINST | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Vanessa A. Wittman | 803,904,202 | 785,004 | — | 21,272,090 |
| Ratify PwC (auditor) | 825,271,165 | 581,597 | 108,534 | 0 |
| Say‑on‑Pay (NEOs) | 801,338,734 | 3,246,195 | 104,277 | 21,272,090 |
RED FLAGS
- None disclosed specific to Wittman: no related‑party transactions, no hedging/pledging, no attendance issues, no excessive multi‑audit committee load (Board notes no Audit member serves on >3 public company audit committees) .