A hush-hush plan to convert CompSource Mutual to a stock company has been challenged by a policyholder and a law firm who argue the proposal for Oklahoma’s largest workers’ comp insurer amounts to a raid on CompSource’s $1 billion surplus for an aggressive expansion plan. 

A class-action lawsuit, brought by Oklahoma City law firm Whitten Burrage, ongoing for four years, alleges that CompSource’s $1 billion surplus holdings have accrued, at least in part, from decades of bundling of phantom policies that never pay out on claims.

Speaking through statements issued by a public relations firm, CompSource claimed to have no intention to sell shares in the new company. However, the statements masked a complicated reorganization scheme that would give a subsidiary of the newly formed company the ability to issue shares. 

An Oklahoma Watch investigation revealed that prior to the conversion plan being submitted to the Oklahoma Insurance Department for approval, CompSource had begun selling multiple lines of insurance in Oklahoma, and had been approved to do business in multiple lines of insurance in at least 10 other states, with applications submitted to dozens more. 

Constitutional attorney Bob Burke, who said he has been a CompSource policyholder for more than 40 years, expressed dire concerns over both the portion of CompSource’s cash holdings that would be transferred from policyholders to the new corporation and the potential 49% of shares of the new company that could become available to outside investors.

“Somebody is going to make a zillion dollars,” Burke said.

Burke expressed doubt about the sincerity of CompSource’s claim that no shares will be sold for six months after the conversion plan is approved. 

“That’s part of the story,” Burke said. “But their documents reveal that it is an intermediate step. They are misleading, because they don’t tell the rest of the story.”

The Wheatley Mine No. 4 Explosion

On Oct. 27, 1929, an explosion at Wheatley Mine No. 4 in McAlester took the lives of 30 coal miners. Lawsuits stemming from the accident resulted in the dissolution and sale of Samples Coal Co., which operated the mine. Less than a month later came Black Tuesday, the beginning of the 1929 stock market crash.

Four years later, seemingly in response to horrific workplace accidents like the McAlester disaster and because the Great Depression resulted in insurers refusing to write workers’ comp policies despite employers’ statutory obligation to provide benefits, the precursor to CompSource, the State Insurance Fund, was set up with an initial infusion of $25,000 of government money, the equivalent of about $623,000 in 2025. 

For decades, the State Insurance Fund remained the insurer of last resort for Oklahoma businesses required to carry workers’ comp coverage but unable to secure a policy from a private company. Eventually rebranded CompSource, the organization operated as a quasi-governmental public option, which was never intended to seek profits for itself.

If the conversion plan succeeds, workers’ comp rates could increase for about one-third of the state’s workers’ comp policies, critics said.

Another Explosion, More Lawsuits

On Sept. 29, 2006, Jack Foran, an employee of Okemah-based Double M Construction Company Inc., died in an explosion in Labette County, Kansas, when a piece of machinery hit an inadequately marked 10-inch natural gas pipeline. 

Foran’s widow, Oneta Foran, sued Double M when CompSource refused to pay on Part Two of their coverage; CompSource argued that Part Two applied only if an employer either desired to bring about an injury or had knowledge that such an injury was substantially certain to occur.

Subsequent to that action, Oneta Foran’s attorney, Terry West of Shawnee, executed an about-face and represented Double M in an effort to launch a class-action lawsuit, claiming that CompSource’s Part Two coverage was illusory.

In other words, the plaintiffs argued, CompSource was selling insurance with no intention of paying out on claims, slowly accumulating a huge cash reserve. 

In 2011, a district judge in Oklahoma County denied class certification, ruling entirely in favor of CompSource. 

Everything is Owned by Policyholders

Two years later, lawmakers considered privatizing the company. Instead, they decided to convert the former State Insurance Fund into CompSource Mutual, a mutual insurance company owned by policyholders. 

That effort was challenged in court by Tulsa attorney and one-time leader of the Oklahoma Senate, Stratton Taylor. Taylor argued in Tulsa Stockyards v. Clark that a move of $265 million of state agency funds to a mutual company violated a prohibition against gifts of public money, among other constitutional wrongs. 

Taylor lost the Tulsa Stockyards decision at the Oklahoma Supreme Court, which approved the mutualization and upheld previous rulings that found that CompSource funds did not belong to the state; everything the newly minted CompSource Mutual owned was actually owned by its policyholders. 

A New Class Action

In 2020, a decade after class-action certification was denied in the Double M case, Whitten Burrage won class certification for an ongoing lawsuit that asks the same question of illusory Part Two coverage. The suit alleges that $100 million has been wrongly collected since 1978 in sales of a policy upon which CompSource never intended to pay out.

Oklahoma Watch’s investigation discovered an application submitted by CompSource to secure licensing in Texas. The application attests to a vigorous effort to fight the class-action lawsuit, but acknowledges unpredictable vulnerability.

“The ultimate disposition of (the class action) could have a material adverse effect on CompSource Mutual’s financial condition,” the application reads, adding that it was not possible to accurately estimate the potential financial liability. 

Flying Under the Radar

CompSource Mutual’s latest transformation is in stark contrast to a bruising legislative battle and subsequent Oklahoma Supreme Court decisions more than a decade ago, when lawmakers considered selling off the company. 

The decade since it became a mutual insurance company has been good for CompSource Mutual. The company more than doubled its surplus, from $428 million in 2015 to $971 million in 2024, according to annual reports filed with the Insurance Department. 

In the past five years, the dollar value of premiums written by CompSource Mutual for workers’ comp policies averaged about $202 million each year. At the same time, annual claims averaged $133 million per year. 

The latest reorganization became possible after lawmakers in 2022 passed Senate Bill 524. The bill directed the state Insurance Department to develop a residual market plan by 2024. That effectively ended CompSource’s role as the default workers’ comp insurer if a company couldn’t find required coverage in the private market. 

Then, House Bill 3090, passed in 2024, set up the process by which a mutual insurance company could convert to a stock company. CompSource requested the bill, but it said the legislation also applied to other mutual insurance companies in Oklahoma. 

CompSource said in written statements that policyholders’ contract and voting rights would remain largely unchanged if it converts to a stock company, with any capital raised for policyholders’ benefit. 

A Surprise Meeting

In August, a notice appeared without fanfare on the Insurance Department website, announcing a hearing in a few days’ time for public comments on the CompSource conversion plan. While documents reveal that the plan had been in the works for months or even years, critics cried foul, saying the effort failed to properly notify CompSource policyholders. 

At the Aug. 28 hearing, only two members of the public showed up to offer comments on the plan: Burke and Whitten Burrage attorney Randa Reeves. 

Reeves offered details on CompSource’s history of selling what plaintiffs claim is illusory coverage. 

“The damage model that we’re talking about is in excess of $100 million in premiums that were wrongfully charged by CompSource to the policyholders dating back to 1978 for coverage that has never been paid,” Reeves said. 

Burke laid out the broader stakes of the conversion plan.

“Now, CompSource has asked the insurance commissioner for permission to convert to a stock insurance company,” Burke said. “In other words, nearly half a billion in assets could be owned by outside stockholders.”

CompSource President and Chief Financial Officer Steve Hardin offered a starkly different characterization of the plan. 

“The conversion offers CompSource Mutual the ability to better grow and respond to future needs, challenges and opportunities in a rapidly changing insurance industry while preserving mutuality and the ability to operate with a focus on the long-term interests of the policyholders,” Hardin said, reading from a prepared statement at the hearing.

Following the Aug. 28 hearing, the CompSource stock conversion decision fell wholly into the hands of Insurance Commissioner Glen Mulready, a former lawmaker who was first elected as insurance commissioner in 2018. Term-limited, Mulready will not again face the electoral pressures of reelection. Mulready’s decision on the CompSource conversation plan is expected any day. If he approves, the plan will go before policyholders for final approval.

Paul Monies has been a reporter with Oklahoma Watch since 2017 and covers state agencies and public health. Contact him at (571) 319-3289 or pmonies@oklahomawatch.org. Follow him on Twitter @pmonies.