William Gassen
About William Gassen
William (Bill) Gassen III, age 44, has served as an independent director of Oscar Health since 2022. He is President and CEO of Sanford Health (since November 2020), with prior roles over a twelve‑year period including Chief Administrative Officer, Chief Human Resources Officer, and Corporate Counsel; he is a former healthcare litigator and a current member of the State Bar of South Dakota. He holds a B.S. in criminal justice and religious studies and a J.D. from the University of South Dakota. Gassen was recognized by Modern Healthcare as one of the 100 Most Influential People in Healthcare in 2022, 2023, and 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanford Health | President & CEO | Nov 2020 – present | Ex officio Board of Trustees; led integrated health system; recognized for industry influence |
| Sanford Health | Chief Administrative Officer; Chief Human Resources Officer; Corporate Counsel | 12-year period prior to CEO | Enterprise operations, talent, legal leadership |
| Legal practice | Healthcare litigator | Prior to Sanford executive roles | Member, State Bar of South Dakota |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Hospital Association | Trustee | Since Jan 2024 | Executive, Operations, Audit & Compliance committees |
| Coalition to Strengthen America’s Healthcare | Chair, Board of Directors | Ongoing | Advocacy leadership |
| Medical Alley | Board Member | Ongoing | Industry network, innovation |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; Jeffery H. Boyd (Chair of the Board); Audit Committee chaired by Vanessa A. Wittman; Talent & Compensation Committee chaired by Laura Lang. Audit met 6x in 2024; T&C 5x; Nominating & Governance 4x.
- Independence: Board determined Gassen is NYSE‑independent despite Sanford Health receiving payments on claims and utilizing +Oscar services; Audit Committee reviews these related‑party items.
- Attendance: Board met four times in 2024; each director attended at least 75% of Board/committee meetings; nine of ten directors attended the 2024 Annual Meeting.
- Executive sessions: Non‑management directors, and independent directors at least annually, meet without management; sessions are presided over by the Chair.
- Policies: Anti‑hedging and anti‑pledging policies; stock ownership guidelines for directors; annual advisory Say‑on‑Pay vote.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non‑employee director retainer |
| Committee member retainer (Nominating & Governance) | $5,000 | Non‑chair member fee |
| Chair fees | $0 | Not a committee chair |
| Meeting fees | $0 | Not disclosed in program (retainer‑based) |
| Total cash earned (reported) | $75,000 | Matches fees earned in 2024 director compensation table |
Performance Compensation
| Equity Component | Grant Value (2024) | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | $174,993 | Vests in full on the earlier of 1 year from grant or next annual meeting, subject to service; CIC full vesting provisions apply | None (time‑based RSUs for directors; no performance metrics disclosed) |
Program changes effective Jan 1, 2025: Chair and committee chair retainers increased; annual director RSU target increased to ~$200,000.
Other Directorships & Interlocks
- Sanford Health OSCR transactions: +Oscar services agreement and claims payments; Oscar billed Sanford ~$1.4M (services); Sanford entities billed Oscar ~$0.6M (member services) in FY2024 through Apr 10, 2025; Audit Committee deemed arm’s‑length and pre‑approved; Gassen did not participate in negotiations.
- Independence conclusion reiterated by Board notwithstanding Sanford relationship and +Oscar utilization.
Expertise & Qualifications
- Industry leadership across integrated health systems; governance and audit/compliance exposure via AHA committees; legal and HR/operations background; recognized healthcare influence.
- Board skills matrix highlights his contributions in Healthcare, Risk Management, M&A/Corporate Transactions, Business Operations, Public Policy/Regulatory, Compensation & Talent, Executive Leadership.
Equity Ownership
| Holder | Shares (Class A) | Form | Vested vs. Unvested | % of Outstanding |
|---|---|---|---|---|
| William Gassen III | 51,257 | Direct | Vested | <1% |
| William Gassen III | 8,974 | RSUs (scheduled to vest within 60 days of Apr 10, 2025) | Unvested at measurement date | <1% |
| Total beneficial ownership (per SEC table) | 60,231 | Direct + RSUs counted if vesting within 60 days | Mixed | <1% |
- Director ownership guidelines: minimum beneficial ownership equal to 5x annual cash retainer; all non‑employee directors have either met requirements or are in compliance with holding requirement.
- Anti‑hedging and anti‑pledging prohibitions apply to directors.
Governance Assessment
- Committee effectiveness: Placement on Nominating & Governance aligns with Sanford Health CEO governance expertise; Audit and T&C remain fully independent with experienced chairs (Wittman, Lang).
- Independence and conflicts: The Sanford Health relationship presents an appearance of interlock risk, but Board explicitly reviewed independence and Audit Committee pre‑approved transactions on arm’s‑length terms; Gassen recused. This mitigates, though continued monitoring is warranted.
- Alignment: Cash/equity director pay is modest and standard; RSUs are time‑based, promoting long‑term alignment and compliance with ownership guidelines; anti‑hedging/pledging strengthen alignment.
- Attendance and engagement: Meets Board expectations (≥75% attendance); structured executive sessions and succession oversight indicate active governance.
- Investor sentiment: 94% Say‑on‑Pay approval in 2024 suggests strong shareholder support for compensation governance broadly.
Red flags to watch
- Related‑party exposure via Sanford Health and +Oscar services (monitor pricing/volumes and any expansion).
- Controlled company status (Thrive Capital ~71.5% voting power) elevates governance scrutiny; committees are independent and Board is majority independent, which offsets.
Signals supportive of investor confidence
- Explicit independence determination with detailed related‑party controls; committee independence; ownership/anti‑hedging policies; robust committee activity and governance processes.