Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | OAK STREET HEALTH, INC. |
Entity Central Index Key | 0001564406 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure Unit_pure in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the ‘compensation actually paid’ to our NEOs for the fiscal years ended on December 31, 2022, December 31, 2021 and December 31, 2020. Prior to our IPO in A ugust 2020, we were a privately held limited liability company (LLC). During this time, management incentive compensation was awarded via profits interests. When we went public in 2020, we converted the company to a C-corporation, w en Regulation S-K. Year Summary (1) Compensation (1)(2)(7) Average for Non-PEO (3) Average to Non-PEO (3)(2)(8) Value of Initial Fixed $100 Net (5) Patient (6) Total (4) Peer Group (4) 2022 13,595,138 (48,397,657 ) 4,331,779 (10,388,518 ) 53.78 82.79 (509.7 ) 480.9 2021 886,490 (216,766,113 ) 1,724,363 (50,568,883 ) 82.85 116.03 (414.6 ) 288.0 2020 73,548,692 560,326,356 47,026,994 287,083,465 152.90 124.46 (192.1 ) 233.5 (1) The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for each of the applicable fiscal years is Mike Pykosz. (2) In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. (3) The names of each of the non-PEO (4) Cumulative TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2022 Annual Report on Form 10-K S-K: (5) Represents the amount of net income reflected in the Company’s audited financial statements for each applicable fiscal year. (6) We have selected Patient Contribution as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2022. Patient Contribution is capitated revenue less medical claims expense and can be calculated from our audited financial statements by subtracting Other revenue from Gross profit. We utilize Patient Contribution when setting goals for our incentive programs. (7) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. S-K, Year Reported Summary ($) Reported Value of Equity (a) ($) Equity Award (b) ($) Compensation ($) 2022 13,595,138 13,018,842 (48,973,953 ) (48,397,657 ) 2021 886,490 0 (217,652,603 ) (216,766,113 ) 2020 73,548,692 72,565,272 559,342,936 560,326,356 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments are calculated as follows: Year Year End Fair (i) ($) Year over Year ($) Fair Value as of ($) Year over ($) Fair Value ($) Value of Total Equity 2022 10,465,096 (36,211,821 ) 0 (23,227,228 ) 0 0 (48,973,953 ) 2021 0 (194,686,904 ) 0 (22,965,700 ) 0 0 (217,652,603 ) 2020 552,627,519 — 6,715,417 — 0 0 559,342,936 (i) As described above, the value of awards granted in 2020 is primarily driven by the award of stock options and restricted shares as part of the pre-IPO (8) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO S-K. non-PEO S-K, non-PEO Year Average Non-PEO ($) Average ($) Average (a) ($) Average Non-PEO 2022 4,331,779 3,865,852 (10,854,445 ) (10,388,518 ) 2021 1,724,363 1,099,992 (51,193,254 ) (50,568,883 ) 2020 47,026,994 46,211,490 286,267,961 287,083,465 (a) The equity award adjustments are calculated as follows: Year Year End Fair (i) ($) Year over Year ($) Fair Value as of ($) Year over ($) Fair Value ($) Value of Total Equity 2022 3,369,357 (8,880,869 ) — (5,342,933 ) 0 0 (10,854,445 ) 2021 494,125 (48,183,815 ) — (3,503,564 ) 0 0 (51,193,254 ) 2020 279,875,343 — 6,392,618 — 0 0 286,267,961 (i) As described above, the value of awards granted in 2020 is primarily driven by the award of stock options and restricted shares as part of the pre-IPO non-PEO non-PEO | ||
Company Selected Measure Name | Patient Contribution | ||
Named Executive Officers, Footnote [Text Block] | The names of each of the non-PEO | ||
Peer Group Issuers, Footnote [Text Block] | The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2022 Annual Report on Form 10-K S-K: | ||
PEO Total Compensation Amount | $ 13,595,138 | $ 886,490 | $ 73,548,692 |
PEO Actually Paid Compensation Amount | $ (48,397,657) | (216,766,113) | 560,326,356 |
Adjustment To PEO Compensation, Footnote [Text Block] | (7) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. S-K, Year Reported Summary ($) Reported Value of Equity (a) ($) Equity Award (b) ($) Compensation ($) 2022 13,595,138 13,018,842 (48,973,953 ) (48,397,657 ) 2021 886,490 0 (217,652,603 ) (216,766,113 ) 2020 73,548,692 72,565,272 559,342,936 560,326,356 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments are calculated as follows: Year Year End Fair (i) ($) Year over Year ($) Fair Value as of ($) Year over ($) Fair Value ($) Value of Total Equity 2022 10,465,096 (36,211,821 ) 0 (23,227,228 ) 0 0 (48,973,953 ) 2021 0 (194,686,904 ) 0 (22,965,700 ) 0 0 (217,652,603 ) 2020 552,627,519 — 6,715,417 — 0 0 559,342,936 (i) As described above, the value of awards granted in 2020 is primarily driven by the award of stock options and restricted shares as part of the pre-IPO | ||
Non-PEO NEO Average Total Compensation Amount | $ 4,331,779 | 1,724,363 | 47,026,994 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (10,388,518) | (50,568,883) | 287,083,465 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (8) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO S-K. non-PEO S-K, non-PEO Year Average Non-PEO ($) Average ($) Average (a) ($) Average Non-PEO 2022 4,331,779 3,865,852 (10,854,445 ) (10,388,518 ) 2021 1,724,363 1,099,992 (51,193,254 ) (50,568,883 ) 2020 47,026,994 46,211,490 286,267,961 287,083,465 (a) The equity award adjustments are calculated as follows: Year Year End Fair (i) ($) Year over Year ($) Fair Value as of ($) Year over ($) Fair Value ($) Value of Total Equity 2022 3,369,357 (8,880,869 ) — (5,342,933 ) 0 0 (10,854,445 ) 2021 494,125 (48,183,815 ) — (3,503,564 ) 0 0 (51,193,254 ) 2020 279,875,343 — 6,392,618 — 0 0 286,267,961 (i) As described above, the value of awards granted in 2020 is primarily driven by the award of stock options and restricted shares as part of the pre-IPO non-PEO non-PEO | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Company TSR The following graph compares the amount of ‘compensation actually paid’ to the P E | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income The following graph compares the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs with net income over the three years presented in the table. Importantly, our centers are not expected to be profitable for the first few years after they open. During this period of time when the centers are unprofitable, most of the centers’ performance is related to the costs of operating a center, in particular employees to care for our employees and manage our operations. As these costs are highly predictable, there is significantly less variability in the financial performance in the first two years of operation compared to centers open longer than this period. Given this profitability dynamic and our growth strategy, net income is not an optimal metric for measuring our performance during this period, as the Company will naturally have lower net income if we are opening more centers relative to our historical new center opening pace. For these reasons, we utilize platform contribution for centers that are open for at least two years as a performance metric for our PSOs. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Patient Contribution The following graph compares the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs with the Company’s Patient Contribution over the three years presented in the table. The increase in Patient Contribution and achievement of our other performance metrics resulted in 100% payout in our short-term incentives. As described above, Patient Contribution is defined as capitated revenue less medical claims expense. Patient Contribution is intended to isolate the profitability of the Company’s capitated arrangements with our health plan payors and/or Centers for Medicare and Medicaid Services for which the Company provides and/or manages healthcare services for its at-risk non-financial Pay Mix—Annual Incentive Compensation Pay Mix—Long-Term Equity-Based Compensation | ||
Total Shareholder Return Vs Peer Group [Text Block] | Company TSR and Peer Group TSR The following graph compares the Company’s TSR with the cumulative total return of the Russell 2500 Health Care Industry Index over the three years presented in the table. The Company’s TSR is impacted by the SEC requirement to use stock price on the close of our first day as a public company of $39.00 (instead of our offering price of $21.00). Our TSR results would be higher if calculated based on our offering price. | ||
Tabular List [Table Text Block] | Pay versus Performance Tabular List The following table lists our most important performance measures used by us to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2022. For a discussion o f ho “Pay Mix—Annual Incentive Compensation” “Pay Mix—Long-Term Equity-Based Compensation.” Most Important Performance Measures Patient Contribution Revenue Platform Contribution Adjusted EBITDA Quality | ||
Total Shareholder Return Amount | $ 53.78 | 82.85 | 152.9 |
Peer Group Total Shareholder Return Amount | 82.79 | 116.03 | 124.46 |
Net Income (Loss) | $ (509,700,000) | $ (414,600,000) | $ (192,100,000) |
Company Selected Measure Amount | 480.9 | 288 | 233.5 |
PEO Name | Mike Pykosz. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Patient Contribution | ||
Non-GAAP Measure Description [Text Block] | We have selected Patient Contribution as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2022. Patient Contribution is capitated revenue less medical claims expense and can be calculated from our audited financial statements by subtracting Other revenue from Gross profit. We utilize Patient Contribution when setting goals for our incentive programs. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Platform Contribution | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Quality | ||
PEO [Member] | Add: Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (48,973,953) | $ (217,652,603) | $ 559,342,936 |
PEO [Member] | Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 13,018,842 | 0 | 72,565,272 |
PEO [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (48,973,953) | (217,652,603) | 559,342,936 |
PEO [Member] | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 10,465,096 | 0 | 552,627,519 |
PEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (36,211,821) | (194,686,904) | 0 |
PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 6,715,417 |
PEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (23,227,228) | (22,965,700) | 0 |
PEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Add: Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (10,854,445) | (51,193,254) | 286,267,961 |
Non-PEO NEO [Member] | Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,865,852 | 1,099,992 | 46,211,490 |
Non-PEO NEO [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (10,854,445) | (51,193,254) | 286,267,961 |
Non-PEO NEO [Member] | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,369,357 | 494,125 | 279,875,343 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,880,869) | (48,183,815) | 0 |
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 6,392,618 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,342,933) | (3,503,564) | 0 |
Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |