Strengthening for the Future: CompSource Mutual’s Proposed Reorganization
Preserving mutuality while creating new opportunities for growth, innovation, and service to Oklahoma businesses.
CompSource Mutual has submitted a plan to the Oklahoma Department of Insurance (OID) to convert into a mutual insurance holding company (MHC) structure. The Oklahoma Insurance Department is still reviewing the plan; no decision has been issued. The following information is meant to address common questions related to the proposed changes.
CompSource Mutual seeks to modernize its corporate structure, enabling the company to offer more insurance products and serve businesses in additional states — a goal long requested by Oklahoma businesses and independent agents.
To achieve these goals, CompSource Mutual has submitted a plan to reorganize into a Mutual Insurance Holding Company (MHC) structure. This approach preserves CompSource Mutual’s mutual status while providing the flexibility to meet the evolving needs of policyholders, agents, and employers across Oklahoma and beyond.
If approved, CompSource Mutual will continue operating with the same name, leadership, and promise to deliver reliable coverage and exceptional service to Oklahoma employers and workers.
In the words of Denise Johnson, President and CEO of Big I Oklahoma, which represents independent insurance agents in Oklahoma,
“Independent agents rely on strong, forward-looking carrier partners who can meet the evolving needs of the employers we serve. CompSource Mutual’s proposed conversion strengthens its ability to support agents by expanding product options and making coverage available in more states. This structure preserves the company’s mutual values while enhancing its capacity to grow and innovate. We support this step because it positions CompSource Mutual to deliver even greater value to agents and the businesses that depend on them.”
Under the proposed structure, CompSource Mutual Insurance Holding Company would be formed, and CompSource Mutual Insurance Company would be a wholly-owned subsidiary of the newly formed CompSOurce Mutual Insurance Holding Company. Following the proposed reorganization, policyholders will hold 100% of the membership interests in CompSource Mutual Insurance Holding Company, which is identical to what they currently hold in CompSource Mutual Insurance Company. Policyholder rights, protections, and voting privileges will remain unchanged, and the reorganization will not affect existing policies, coverages, rates, or claims.
Importantly, this change will not convert CompSource Mutual into a publicly traded company, nor is this a demutualization of CompSource Mutual. Following the conversion, CompSource Mutual Insurance Holding Company will be a non-stock entity and cannot issue shares.
The conversion would also create an intermediate holding company, a stock insurer and wholly owned subsidiary of CompSource Mutual Holding Company. CompSource Mutual Insurance Holding Company must at all times own the majority (e.g. greater than 50%). CompSource Mutual has no plans — now or in the future — to sell or issue stock in the intermediate holding company to investors. Policyholder representation and governance will remain the same.
This structure — successfully used by mutual insurers in 35 other states, including some operating in Oklahoma, since the 1990s — would strengthen CompSource Mutual’s ability to grow responsibly, remain competitive, and continue serving Oklahoma with stability and integrity. It would support the development of new insurance solutions, broader geographic reach for multi-state employers, and ongoing innovation that benefits agents, policyholders, and workers alike.
Our financial strength, commitment to Oklahoma employers, and dedication to policyholder protection remain constant. All assets, obligations, contracts, and policies will continue seamlessly under the reorganized company. No existing agreements or regulatory licenses will be altered.
To ensure the reorganization is fair and equitable to members and protects the rights of policyholders, the Oklahoma Insurance Department has extended its review period and retained a qualified and independent expert to assist in its review. Following review and approval by the Oklahoma Insurance Department, eligible policyholders will have the opportunity to vote on the proposal. We encourage members to vote FOR the reorganization — a vote that supports CompSource Mutual’s continued growth, innovation, and service to Oklahoma businesses for generations to come.
Frequently Asked Questions
CompSource Mutual’s Proposed Reorganization
-
- Why is CompSource Mutual proposing this change?
CompSource Mutual is proposing a reorganization to better serve the evolving needs of Oklahoma businesses. For several years, our customers and agency partners have consistently requested access to additional services and a broader geographic reach. The mutual insurance holding company structure will preserve policyholder rights while giving the company flexibility to offer additional insurance products and operate in more states. - What is a mutual insurance holding company (MHC)?
A mutual insurance holding company is a non-stock entity whose members are policyholders of the company. This structure allows mutual insurers to maintain member governance while gaining the flexibility to grow responsibly, invest strategically, and respond to changing market needs.Other examples of Mutual Insurance Holding Companies include: Liberty Mutual, American Family Insurance, Sentry Insurance, Pacific Mutual, CopperPoint Insurance Companies, and Mutual of Enumclaw. - Why should I vote “FOR” the proposal?
A “FOR” vote supports CompSource Mutual’s continued growth, competitiveness, and service to Oklahoma businesses. It ensures the company remains strong, stable, and positioned to meet the evolving needs of policyholders for years to come. It will help enable CompSource Mutual to support your multi-state business and potentially provide additional products and services that you have been requesting for years. - How will this affect my policy, premium, or claims?
It will not. There will be no change to your existing policy, premium, coverage, or claims handling. All policies, contracts, and obligations will remain fully in force under the reorganized structure. - What happens to my policyholder membership rights?
Your membership rights will remain unchanged. Following the conversion, you will be a member of CompSource Mutual Holding Company with the same rights and protections you hold today, including the right to vote in director elections and on other member matters. - Will CompSource Mutual still be regulated by the Oklahoma Insurance Department (OID)?
Yes. CompSource Mutual and its affiliates will remain under the same strong regulatory oversight of the Oklahoma Insurance Department, ensuring continued protection for policyholders. - Does this mean CompSource Mutual will become a public company?
No. CompSource Mutual will retain mutuality with policyholder membership rights becoming part of the MHC. Additionally, the Mutual Holding Company cannot issue stock. While the intermediate holding company it controls may be authorized by Oklahoma law to issue stock, CompSource Mutual has no plans—now or in the future—to sell or issue stock to investors. The mutual structure and member governance will remain in place. - What is demutualization?
Does CompSource Mutual plan to demutualize?Demutualization refers to when a mutual insurance company converts into a stock insurance company owned and controlled by shareholders, not the policyholders.CompSource Mutual is not undergoing a demutualization, and has no intention to demutualize in the future. - How does this benefit policyholders?
The reorganization would allow CompSource Mutual to:
a. Develop new insurance products that meet modern business needs.
b. Support employers with operations in multiple states.
c. Strengthen long-term financial flexibility and competitiveness.
d. Continue investing in customer experience and service innovation.All of these enhancements would benefit policyholders. - Will CompSource Mutual still be based in Oklahoma?
Yes. CompSource Mutual will remain headquartered in Oklahoma City, led by the same management team, and continue its long-standing commitment to Oklahoma employers and workers. - Will the reorganization affect CompSource Mutual’s financial strength?
No. The company’s financial position remains strong. All assets, liabilities, and obligations will continue under the reorganized company, and all existing policies remain secure. The reorganization simply provides a modern structure to support responsible growth. - What is the next step in this process?
To ensure the reorganization is fair and equitable to members and protects the rights of policyholders, the Oklahoma Insurance Department has extended its review period and retained a qualified and independent expert to assist in its review. Following review and approval by the Oklahoma Insurance Department, eligible policyholders will have the opportunity to vote on the proposal.
- Why is CompSource Mutual proposing this change?