omda-20260428

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Omada Health, Inc.

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Letter to the Stockholders

San Francisco, California

April 28, 2026

Dear Stockholder,

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Omada Health, Inc. (the “Company” or “Omada”), which will be held online via live audio webcast at www.virtualshareholdermeeting.com/OMDA2026, on June 16, 2026 at 9:00 a.m. PT.

The attached Notice of 2026 Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Your vote is important. Whether or not you attend the Annual Meeting online, I urge you to vote and submit your proxy via the internet, by phone, or by mail as soon as possible. If you decide to attend the Annual Meeting online, you will be able to vote electronically at the Annual Meeting, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

Sean Duffy

Chief Executive Officer and Director

Notice of 2026 Annual Meeting of Stockholders

MEETING DETAILS

Date

Tuesday

June 16, 2026

Time

9:00 a.m.

Pacific Time

Location

Online at: www.virtualshareholdermeeting.com/OMDA2026

ITEMS OF BUSINESS


1			To elect Sean Duffy and Trevor Fetter as Class I Directors, to serve until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified;
2			To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
3			To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Place: Virtually at www.virtualshareholdermeeting.com/OMDA2026. Please refer to the accompanying proxy statement for information on how to register and attend the virtual Annual Meeting. There is no physical location for the Annual Meeting.

Voting: Whether or not you attend the Annual Meeting online, it is important that your shares of common stock be represented and voted at the Annual Meeting. Please refer to the accompanying proxy statement for information on how to vote prior to the Annual Meeting. If you decide to attend the Annual Meeting online, you will be able to vote electronically using the control number on your Notice of Internet Availability, on your proxy card, or in the instructions accompanying your proxy materials, even if you have previously submitted your proxy.

Who Can Vote: Only stockholders of record at the close of business on April 20, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection for 10 days prior to the Annual Meeting at our executive offices. A complete list of record stockholders will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. If you would like to view the list, please contact us at https://investors.omadahealth.com/ir-resources/contact-ir. The information contained on, or that can be accessed through, our website is deemed not to be incorporated in this notice or the proxy statement and references to our website address in this notice or the proxy statement are inactive textual references only.

Table of Contents


Proxy Statement Summary			1
Questions a nd Answers About t he 2026 Annual Meeting o f Stockholders			4
Proposal No. 1: Election o f Directors			8
Proposal No. 2: Ratification o f Appointment o f Independent Registered Public Accounting Firm			15
Report o f t he Audit Committee o f t he Board o f Directors			16
Independent Registered Public Accounting Firm Fees a nd Other Matters			17
Executive Officers			19
Corporate Governance			20
Committees o f t he Board			24
Executive a nd Director Compensation			29
Equity Compensation Plan Information			38
Security Ownership o f Certain Beneficial Owners a nd Management			39
Certain Relationships a nd Related -Person Transactions			42
Other Matters			46


Proposals		Board Vote Recommendations	For Further Details

1	To elect Sean Duffy and Trevor Fetter as Class I Directors, to serve until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified;	“FOR” each director nominee	Page 8
2	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;	“FOR”	Page 15
3	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.


1			FOR the election of each of Sean Duffy and Trevor Fetter as Class I Directors, to serve until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified; and
2			FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.


Proposals		Votes Required	Effect of Votes Withheld/ Abstentions and Broker Non-Votes


1	To elect Sean Duffy and Trevor Fetter as Class I directors, to serve until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified	A plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors.	Votes withheld and broker non-votes will have no effect.


2	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026	The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes).	Abstentions and broker non-votes, if any, will have no effect. We do not expect any broker non-votes on this proposal.



			The Board unanimously recommends a vote FOR the election of each of the below Class I Director nominees.


Name	Age	Position with the Company

Sean Duffy	42	Chief Executive Officer, Co-Founder, and Director
Trevor Fetter	66	Director


Name	Age	Position with the Company	Class / Term Expires

Jeryl Hilleman	68	Chairperson	Class II / 2027
Julie Klapstein	71	Director	Class II / 2027
Adam Stavisky	59	Director	Class II / 2027
Anne Beal, M.D., M.P.H.	63	Director	Class III / 2028
Sachin Jain, M.D.	45	Director	Class III / 2028
Jonathan Root, M.D.	66	Director	Class III / 2028


	Year Ended December 31,
Fee Category	2025 ($)	2024 ($)

Audit Fees	2,030,000	2,420,346
Audit-Related Fees	—	—
Tax Fees	16,200	—
All Other Fees	1,895	1,895
Total Fees	2,048,095	2,422,241


Name	Age	Position

Sean Duffy	42	Chief Executive Officer, Co-Founder, and Director
Steve Cook	40	Chief Financial Officer
Wei-Li Shao	55	President


Steve Cook						Chief Financial Officer \| Age: 40
						Steve Cook has served as our Chief Financial Officer since July 2021. Prior to joining our company, Mr. Cook held various finance roles at 1Life Healthcare, Inc., d/b/a One Medical, a primary care provider now owned by Amazon, serving as Vice President, Head of Strategic Finance from January 2021 to July 2021, Senior Director, Strategic Finance and Head of FP&A from January 2020 to December 2020, and Director, Strategic Finance from February 2018 to December 2019. Prior to that, he held various finance roles at Salesforce, Inc., a cloud-based software company, from October 2011 to January 2018. Mr. Cook holds a B.A. in Political Science from the University of California, San Diego.


Wei-Li Shao						President \| Age: 55
						Wei-Li Shao has served as our President since December 2021, after previously serving as our Chief Commercial Officer from May 2019 to December 2021. Prior to joining our company, Mr. Shao held various roles at Eli Lilly and Company, a global pharmaceutical company, from 2001 to February 2019, including Vice President of Lilly China Diabetes, General Manager of Lilly Taiwan, Lilly New Zealand, and most recently as Vice President of the U.S. Neuroscience Business Unit. Mr. Shao holds a B.S. in Biochemistry from the University of Wisconsin-Madison and an M.B.A. from Indiana University’s Kelley School of Business.


Name	Audit	Compensation	Nominating and Corporate Governance

Anne Beal, M.D., M.P.H.		X
Trevor Fetter	X	Chairperson
Jeryl Hilleman	Chairperson
Sachin Jain, M.D.			X
Julie Klapstein		X
Jonathan Root, M.D.	X		Chairperson
Adam Stavisky			X


Name and Principal Position	Year	Salary ($)	Option Awards ($)(1)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)

Sean Duffy Chief Executive Officer	2025	525,000	1,023,997	2,750,000	418,338	840	4,718,175
	2024	412,000	453,806	—	322,669	720	1,189,195
Steven Cook Chief Financial Officer	2025	400,000	255,997	1,250,000	230,835	840	2,137,672
	2024	389,000	272,284	—	176,312	720	838,316
Wei-Li Shao President	2025	450,000	831,997	1,500,000	378,285	3,612	3,163,894
	2024	400,000	453,806	—	299,549	720	1,154,075


Name	Type of Equity Award	Vesting Commencement Date	Grant Date	Stock Options(1)				Stock Awards(1)

				Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)

Sean Duffy	RSU Award	June 5, 2025	June 5, 2025	—	—	—	—	126,644	1,998,442
	Stock Option	February 1, 2025	February 2, 2025	27,777	105,556	7.68	February 1, 2035	—	—
	Stock Option	February 1, 2024	February 9, 2024	38,194	45,139	8.01	February 8, 2034	—	—
	Stock Option	February 1, 2023	June 1, 2023	106,250	43,750	4.74	May 31, 2033	—	—
	Stock Option	February 1, 2022	February 11, 2022	511,110	22,223	9.18	February 10, 2032	—	—
	Stock Option(2)	February 1, 2022	January 31, 2022	7,333	—	9.18	January 30, 2032	—	—
	Stock Option	February 1, 2021	May 6, 2021	133,333	—	8.28	May 5, 2031	—	—
	Stock Option	February 1, 2019	August 22, 2019	181,315	—	5.82	August 21, 2029	—	—
	Stock Option(2)	February 21, 2019	February 21, 2019	7,333	—	3.48	February 20, 2029	—	—
	Stock Option	November 1, 2015	January 28, 2016	271,275	—	2.55	January 27, 2026	—	—
Steve Cook	RSU Award	June 5, 2025	June 5, 2025	—	—	—	—	57,566	908,391
	Stock Option	February 1, 2025	February 2, 2025	6,944	26,389	7.68	February 1, 2035	—	—
	Stock Option	February 1, 2024	February 9, 2024	22,916	27,084	8.01	February 8, 2034	—	—
	Stock Option(2)	February 1, 2022	January 31, 2022	7,333	—	9.18	January 30, 2032	—	—
	Stock Option(3)	July 12, 2021	July 20, 2021	333,332	—	8.28	July 19, 2031	—	—


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	All Other Compensation ($)(3)	Total ($)

Anne Beal, M.D., M.P.H.	27,049	185,000	—	212,049
Trevor Fetter	—	222,014	3,284	225,298
Jeryl Hilleman	34,444	242,504	356	277,305
Sachin Jain, M.D.	25,625	185,000	783	211,408
Julie Klapstein	27,049	185,000	1,512	213,560
Adam Stavisky	25,625	185,000	5,028	215,653
Jonathan Root, M.D.	—	219,167	—	219,167


Name	Options Outstanding at Fiscal Year End (#)	Stock Awards Outstanding at Fiscal Year End (#)

Anne Beal, M.D., M.P.H.	100,000	9,736
Trevor Fetter	129,998	11,696
Jeryl Hilleman	223,331	12,794
Sachin Jain, M.D.	103,333	9,736
Julie Klapstein	100,000	9,736
Adam Stavisky	100,000	9,736
Jonathan Root, M.D.	—	10,651


Board Service

Chair prior to August 28, 2025			$75,000
Chair after August 28, 2025			$85,000
Member			$40,000


Additional Committee Service	Chair	Non-Chair

Audit Committee Member	$20,000	$10,000
Compensation Committee Member	$15,000	$7,500
Nominating and Corporate Governance Committee Member	$10,000	$5,000


Plan Category	Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants, Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(4)

Equity compensation plans approved by security holders(1)	11,802,000	(2)	$7.69	(3)	5,094,000
Equity compensation plans not approved by security holders	—		—		—
Totals	11,802,000		$7.69		5,094,000


Name of Beneficial Owner	Shares of Common Stock (#)	Percent of Shares Outstanding (%)

Named Executive Officers and Directors:
Sean Duffy(1)	1,971,076	3.26
Wei-Li Shao(2)	705,955	1.17
Steve Cook(3)	394,245	*
Trevor Fetter(4)	253,849	*
Jeryl Hilleman(5)	237,669	*
Jonathan Root, M.D.(6)	180,175	*
Sachin Jain, M.D.(7)	60,985	*
Julie Klapstein(8)	58,350	*
Adam Stavisky(9)	57,652	*
Anne Beal, M.D., M.P.H.(10)	53,486	*
All current directors and executive officers as a group (10 persons)(11)	3,973,442	6.38

SEC Form DEF 14A filed by Omada Health Inc.