DEF 14A of Progyny, Inc., Apr 12, 2024

DEF 14A of Progyny, Inc.

Filed Apr 12, 2024 · FY20230001551306-24-000077

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of ten members and is divided into three classes as follows: •Class I directors: Lloyd Dean, Kevin Gordon, and Cheryl Scott, whose terms will expire at the 2026 annual meeting of stockholders; •Class II directors: Peter Anevski, Roger Holstein, Jeff Park, and David Schlanger whose terms will expire at the Annual Meeting; and •Class III directors: Fred Cohen, M.D., D.Phil., Norman Payson, M.D., and Beth Seidenberg, M.D., whose terms will expire at the 2025 annual meeting of stockholders. Each class consists of, as nearly as possible, one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following such election. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Progyny. Mr. Anevski, Mr. Holstein, Mr. Park, and Mr. Schlanger are currently members of our board of directors and have been nominated for reelection to serve as Class II directors. Each of these nominees was recommended to our board of directors by our nominating and corporate governance committee. Each nominee has agreed to stand for reelection at the Annual Meeting, and our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees will serve until the 2027 annual meeting of stockholders and until their successor has been duly elected, or if sooner, until the director’s death, resignation, or removal. Our nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity, and high-level management experience necessary to oversee and direct our business. To that end, the nominating and corporate governance committee has identified and evaluated director nominees in the broader context of the board’s overall composition, with the goal of recruiting members who will complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the committee views as critical to the effective functioning of the board. To achieve a mix of experience and perspective on the board, the nominating and corporate governance committee also considers geographical location, gender, age, ethnic diversity, and country of origin of director nominees. The biographies below include information, as of the date of this proxy statement, about the specific and particular experience, qualifications, attributes, or skills of each director or director nominee that led the nominating and corporate governance committee to conclude that such director nominee should continue to serve on the board. However, each member of the nominating and corporate governance committee may have a variety of reasons why a particular person would be an appropriate nominee for the board, and these views may differ from the views of other members. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the four nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the four nominees named above. If any nominee becomes unable to stand for reelection as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH CLASS II DIRECTOR NOMINEE NAMED ABOVE.

  2. INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth for the Class II director nominees and our other directors who will continue in office after the Annual Meeting their ages and position held with the Company as of the date of this proxy statement:

  3. INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Principal Position | | Class I directors continuing in office until the 2026 annual meeting of stockholders | | | | Lloyd Dean | 73 | Director | | Kevin Gordon | 61 | Director | | Cheryl Scott | 74 | Director | | Class II director nominees for election at the Annual Meeting | | | | Peter Anevski | 56 | Chief Executive Officer and Director | | Roger Holstein | 71 | Director | | Jeff Park | 52 | Director | | David Schlanger | 64 | Executive Chairman | | Class III directors continuing in office until the 2025 annual meeting of stockholders | | | | Fred E. Cohen, M.D., D.Phil. | 67 | Director | | Norman Payson, M.D. | 75 | Director | | Beth Seidenberg, M.D. | 67 | Lead Independent Director |

  4. INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Set forth below is biographical information for the Class II director nominees and each director whose term of office will continue after the Annual Meeting. This includes information about each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

  5. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Peter Anevski has served as our Chief Executive Officer and a member of our board of directors since January 2022. He previously served as our Chief Operating Officer from January 2017 to December 2021, our President from June 2019 to December 2021, and our Chief Financial Officer from January 2017 to September 2020. Mr. Anevski has extensive experience managing financial functions for public companies. From May 2013 to September 2016, he served as the Executive Vice President and Chief Financial Officer of WebMD. Prior to that, Mr. Anevski served in senior finance and operations roles at WebMD and its predecessor companies for 14 years, including as Senior Vice President, Finance. Mr. Anevski received his B.A. in Accounting from Montclair State University. We believe that Mr. Anevski is qualified to serve on our board of directors because of his significant experience at healthcare companies and as a member of our executive management team. Roger Holstein has served as a member of our board of directors since November 2020. He has been a Managing Director at Vestar Capital Partners, a private equity firm, since 2006, and he currently serves on the boards of privately held Quest Analytics and Nox Health. From 1997 to 2005, Mr. Holstein served as Chief Executive Officer, President, and Director of WebMD Health Corp., or WebMD, and helped establish it as the leading source of healthcare information for consumers and professionals. From 1991 to 1996, Mr. Holstein was a member of the Office of the President at Medco, where he helped create the business of prescription benefit management. Prior to that, he held executive positions at MCI, Warner Amex Cable, and Grey Advertising. Mr. Holstein began his career in marketing with the Spirits of St. Louis basketball team in the American Basketball Association. Mr. Holstein holds a B.A. with distinction from Swarthmore College. We believe that Mr. Holstein is qualified to serve on our board of directors because of his extensive leadership and healthcare experience. Jeff Park has served as a member of our board of directors since October 2019. Since November 2023, Mr. Park has served as the President of Waltz Health, a digital health business that helps patients and payers save costs on prescription drugs. From April 2019 to April 2022, he served as the Chairman and Chief Executive Officer of WellDyneRx, an independent pharmacy benefits manager. Mr. Park has served as a member of the board of directors of P3 Health Partners, a public company, since December 2021. From January 2018 to May 2018, he was the Interim Chief Executive Officer of Diplomat Pharmacy, Inc., or Diplomat, a provider of specialty pharmacy services. In addition, from June 2017 to February 2019, Mr. Park served on the board of directors of Diplomat. Prior to that, from July 2015 to July 2016, he was the Chief Operating Officer of OptumRX, the entity resulting from the merger of Catamaran Corporation, or Catamaran, and OptumRX, UnitedHealthcare Group’s free-standing pharmacy care services business. Before the merger, from March 2014 to July 2015, Mr. Park was Catamaran’s Executive Vice President, Operations and previously served as Catamaran’s Chief Financial Officer, beginning in 2006. Mr. Park also served as a member of the board of directors of Ray Graham Assoc. Illinois Disability, a not-for-profit association, from January 2010 to June 2016. Mr. Park holds a B.S. in Accounting from Brock University. We believe that Mr. Park is qualified to serve on our board of directors because of his extensive leadership experience in the pharmaceutical industry. David Schlanger has served as our Executive Chairman since January 2022 and as a member of our board of directors since March 2017. Mr. Schlanger was previously our Chief Executive Officer from January 2017 to December 2021. From August 2013 to September 2016, he served as the Chief Executive Officer of WebMD, an online provider of information relating to health and well-being. Prior to that, Mr. Schlanger served as the Interim Chief Executive Officer and in various other senior executive positions at WebMD and its predecessor companies for more than 15 years, including as Senior Vice President, Strategic and Corporate Development and Senior Vice President, Corporate Development. Mr. Schlanger received his B.S. from Georgetown University and his J.D. from the University of Michigan Law School. We believe that Mr. Schlanger is qualified to serve on our board of directors because of his extensive experience at healthcare companies and in executive management.

  6. Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office until the 2025 Annual Meeting of Stockholders Fred E. Cohen, M.D. D.Phil. has served as a member of our board of directors since March 2015. Dr. Cohen is currently a Senior Advisor to TPG Capital, where he previously served for over 15 years as a Partner and founder of TPG Biotechnology, a life science focused venture capital fund. Since July 2021, Dr. Cohen has served as a co-founder and Chairman of Monograph Capital Partners, a biotechnology venture capital fund. Since November 2017, he has served as a co-founder and senior managing director of Vida Ventures, LLC, a biotechnology venture capital fund. In addition, for three decades throughout his career, Dr. Cohen has been affiliated with the University of California, San Francisco, where he held various clinical responsibilities, including as a research scientist, an internist for hospitalized patients, a consulting endocrinologist, and the Chief of the Division of Endocrinology and Metabolism. Dr. Cohen currently serves on the board of directors of the following public companies: Urogen Pharma Ltd. (since May 2017), CareDx, Inc. (since January 2003), Kyverna Therapeutics, Inc. (since September 2018), and lntellia Therapeutics, Inc. (since January 2019). Dr. Cohen also serves on the board of directors of several privately held companies and previously served on the board of directors of BioCryst Pharmaceuticals, Inc. from July 2013 to January 2019, Quintiles Transnational Holdings, Inc. from May 2007 to November 2015, Roka Bioscience, Inc. from September 2009 to October 2017, Five Prime Therapeutics, Inc. from May 2002 to May 2018, Tandem Diabetes Care, Inc. from June 2013 to June 2019, Genomic Health Inc. from April 2002 to November 2019, and Veracyte, Inc. from 2007 to June 2021. Dr. Cohen received his B.S. in Molecular Biophysics and Biochemistry from Yale University, his D.Phil. in Molecular Biophysics from Oxford on a Rhodes Scholarship, and his M.D. from Stanford. He is a member of the National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Cohen is a California licensed physician. We believe that Dr. Cohen is qualified to serve on our board of directors because of his financial and extensive medical knowledge and experience. Norman Payson, M.D. has served as a member of our board of directors since December 2016. Dr. Payson was a co-founder of Healthsource and its Chief Executive Officer from 1985 to 1997, Chief Executive Officer of Oxford Health Plans from 1998 to 2002, Chairman of Concentra from 2005 to 2008, and Chief Executive Officer of Apria Healthcare Group Inc. from 2008 to 2012. Since 1997, Dr. Payson has served as President and a director of NCP, Inc., his family office, through which he engages in consulting and personal investment activities. In addition, he served as a strategic advisor for Evolent Health, Inc. from March 2014 to December 2020 and previously served on its board of directors from December 2013 to June 2019. Dr. Payson is currently serving on the board of directors of various private and not-for-profit companies, including Access Clinical Partners (d/b/a GoHealth Urgent Care), HPM National Advisory Board at the Mailman School of Public Health at Columbia, USC Schaeffer Center Advisory Board, and Executive Services Corporation of Southern California. Dr. Payson is also on the board of Elia Philanthropies (formerly Kiva Foundation), a private charitable foundation organized by Dr. Payson and his wife in June 1998. Until June 2020, Dr. Payson served on the board of City of Hope, where he now serves as director emeritus. He continues to serve on the boards of AccessHope and Beckman Research Institute, which are subsidiaries of City of Hope. Until June 2019, Dr. Payson served as a director at the Geisel School of Medicine at Dartmouth, where he now serves as director emeritus. From October 2016 to November 2023, he was on the board of directors of Smile Brands. From June 2021 to July 2022, Dr. Payson was Chairman of Implantable Provider Group. From May 2017 to August 2019, he was a board member of Healthcare Outcomes Performance Company, a subsidiary of The Center for Orthopaedic and Research Excellence, Inc. Dr. Payson has a B.S. in Earth and Planetary Sciences from the Massachusetts Institute of Technology and received his M.D. from Dartmouth Medical School. Dr. Payson is a California licensed physician. We believe that Dr. Payson is qualified to serve on our board of directors because of his 40-year career as chief executive officer or chairman of multiple healthcare organizations, including publicly traded companies. Beth Seidenberg, M.D. has served as a member of our board of directors since May 2010 and as Lead Independent Director since January 2022. Previously, Dr. Seidenberg served as Chair of our board of directors from June 2015 to December 2021. Dr. Seidenberg has been a partner at Kleiner Perkins, a venture capital firm, since May 2005, where she primarily focuses on life sciences investing. She has also served as the Managing Director of Westlake Village BioPartners, another venture capital firm, since August 2018. Prior to joining Kleiner Perkins, Dr. Seidenberg was the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen, Inc., a biotechnology company. In addition, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company, a biopharmaceutical company, from March 2000 to December 2001 and Merck & Co., Inc., a healthcare company, from June 1989 to February 2000. Dr. Seidenberg has served on the board of directors of Vera Therapeutics, Inc., a public company, since June 2016, Kyverna Therapeutics, Inc., a public company, since September 2018, Acelyrin since October 2020, and Sagimet since April 2007. Dr. Seidenberg previously served on the board of directors of Epizyme, Inc. from February 2008 to September 2019, Tesaro, Inc. from June 2011 to February 2019, ARMO BioSciences, Inc. from December 2012 to June 2018, RAPT Therapeutics from April 2015 to 2019, and Atara Biotherapeutics from August 2012 to June 2023. Dr. Seidenberg received a B.S. from Barnard College and a M.D. from the University of Miami School of Medicine and completed her post-graduate training at the Johns Hopkins University, George Washington University, and the National Institutes of Health. We believe that Dr. Seidenberg is qualified to serve on our board of directors because of her extensive experience in the life sciences industry as a senior executive and venture capitalist, as well as her training as a physician.

  7. Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office until the 2026 Annual Meeting of Stockholders Lloyd Dean has served as a member of our board of directors since August 2022. Mr. Dean has served as the Chief Executive Emeritus and the Founding Executive of CommonSpirit Health since August 2022, where he previously served as the Chief Executive Officer from February 2019 to July 2022. Prior to that, he worked at Dignity Health (f/k/a Catholic Healthcare West) from 2000 to 2019, where he most recently served as Chief Executive Officer and President. Mr. Dean worked at Advocate Health Care as Chief Operating Officer from 1997 to 2000 and as Executive Vice President from 1995 to 1997. He has also held executive positions at EHS Healthcare and Consumer Health Services. Since August 2015, Mr. Dean has served on the board of directors of McDonald’s Corporation, a public company. In addition, Mr. Dean currently serves on the board of directors of Cal Poly State University Foundation, Carnegie Hall, CommonSpirit Health Foundation, Golden Arrow Merger Corp, and Guidehouse. Mr. Dean holds a Bachelor of Science in Sociology and a Master’s in Education from Western Michigan University, an honorary Doctorate of Humane Letters from the University of San Francisco, and an honorary Doctor of Science degree from Morehouse School of Medicine, California State University, and California Polytechnic State University. CommonSpirit Health has also established the Lloyd H. Dean Institute for Humankindness and Health Justice. We believe that Mr. Dean is qualified to serve on our board of directors because of his extensive knowledge and experience in healthcare. Kevin Gordon has served as a member of our board of directors since October 2019. Mr. Gordon has also served on the board of directors of privately held Worldwide Clinical Trials, a global contract research organization, since December 2023 and as an advisor to 3i Group’s North American healthcare portfolio companies since January 2022, including currently as a director of privately held Q Holdco Limited, Sanisure LLC, and Cirtec Medical Corp. Mr. Gordon served on the board of directors of Veracyte, Inc., a genomic diagnostics company, from December 2016 to June 2022. From January 2018 to March 2019, he was the President and Chief Financial Officer of Liquidia Technologies Inc., a clinical biopharmaceutical company. Mr. Gordon served as Executive Vice President and Chief Operating Officer of Quintiles Transnational Holdings Inc., or Quintiles, a research, clinical trial, and pharmaceutical consulting company, from October 2015 until its merger with IMS Health Holdings, Inc. (forming IQVIA Holdings, Inc.) in October 2016. Prior to that, he was the Executive Vice President and Chief Financial Officer of Quintiles from July 2010 to December 2015. Mr. Gordon served as Executive Vice President and Chief Financial Officer of Teleflex Incorporated, a medical device company, from March 2007 to January 2010, and he held various senior corporate development positions there from 1997 to 2007. Prior to that, Mr. Gordon held various positions at Package Machinery Company and KPMG LLP. Mr. Gordon holds a B.S. in Accounting from the University of Connecticut. We believe that Mr. Gordon is qualified to serve on our board of directors because of his extensive accounting experience and leadership experience at healthcare companies. Cheryl Scott has served as a member of our board of directors since October 2019. Since July 2016, Ms. Scott has served as the Main Principal of the McClintock Scott Group. From June 2006 to July 2016, Ms. Scott served as Senior Advisor to the Bill & Melinda Gates Foundation. Previously, she served as President and Chief Executive Officer of the Seattle-based Group Health Cooperative for eight years. Since November 2015, Ms. Scott has served as a member of the board of directors of Evolent Health, Inc., a public company. She also currently serves on a variety of private company and not-for-profit boards. She was a member of the board of directors of Recreational Equipment, Incorporated (REI) from 2005 to 2017 and served as the board chairperson from 2015 to 2017. Ms. Scott received her B.A. in Journalism and M.H.A. from the University of Washington and is currently a Clinical Professor of Health Services at the University of Washington. We believe that Ms. Scott is qualified to serve on our board of directors because of her extensive career and experience in healthcare, leadership, and corporate governance, including her tenure as the Chief Executive Officer of Group Health Cooperative.

  8. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  9. Details of our Compensation Program

    Details of our Compensation Program Compensation Philosophy, Objectives, and Design Philosophy. We are focused on our mission to empower healthier, supported journeys through transformative fertility, family building, and women’s health benefits. We believe that we are still growing as an organization, and, to continue to be successful, we must hire and retain a talented team of individuals who can help achieve this mission through the successful pursuit of our business goals. We believe that our compensation philosophy helps align our executive team around executing on our mission, which ultimately leads to greater stockholder value. We have provided compensation packages that we view as fair and competitive relative to our peers and market data and that are designed to incentivize our executives to drive superior performance, as our ability to meet and exceed our business goals depends on the skills and contributions of each executive. Our executive compensation program is designed to reward both short- and long-term performance through a mix of cash and equity compensation, providing our executives with an opportunity to share in the appreciation of our business over time. As the Company has matured, our compensation program has evolved, with a continued emphasis on pay for performance and maintaining a significant portion of compensation “at risk.” We intend to maintain a commitment to strong corporate governance and best practice as we continue to refine and implement our executive compensation program. Objectives. Consistent with our compensation philosophy, our compensation program for our named executive officers is built to support the following objectives and goals: •Attract, motivate, and retain highly qualified and productive executives •Provide a competitive total pay opportunity relative to the practices of our peers and market data •Motivate executives to reach rigorous corporate objectives that are important to our business and long-term success •Align executive pay with stockholder interests through equity awards with multi-year vesting •Integrate compensation closely with the achievement of our business and performance objectives Design. Our executive compensation program has been designed to motivate, reward, attract, and retain high caliber management deemed essential to ensure our success. The program seeks to align executive compensation with our short- and long-term objectives, business strategy, and financial performance.

  10. Compensation-Setting Factors

    Compensation-Setting Factors When reviewing and approving, or recommending to the board of directors for approval, as applicable, the amount of each compensation element and the target total compensation opportunity for our executive officers, the compensation committee considers the following factors: •Our performance during the year, based on business and corporate goals and priorities established by our chief executive officer and board of directors; •Each executive officer’s skills, experience, and qualifications relative to other similarly situated executives at the companies in our compensation peer group; •The scope of each executive officer’s role relative to other similarly situated executives at the companies in our peer group; •The performance of each individual executive officer, based on an assessment of their contributions to our overall performance; •Compensation parity among our executive officers; •Our retention goals; •The compensation practices of our peer group; and •Our chief executive officer’s recommendations with respect to the compensation of our other executive officers. These factors provide the framework for compensation decisions for each of our executive officers, including our NEOs. The compensation committee and the board of directors, as applicable, do not assign relative weights or rankings to these factors and do not consider any single factor as determinative in the compensation of our executive officers. Role of Chief Executive Officer At the request of the compensation committee, our chief executive officer made recommendations to the compensation committee to assist in determining 2023 compensation levels for the named executive officers other than with respect to his own compensation. The compensation committee considers the chief executive officer’s evaluation and his direct knowledge of each named executive officer’s performance and contributions when making compensation decisions. However, the ultimate decisions regarding 2023 executive compensation were made by the compensation committee. Role of Compensation Consultant Our board of directors retained Willis Towers Watson, an independent compensation consultant, in April 2020 to provide advisory services to the compensation committee for executive compensation matters, including for 2023. The compensation committee has determined that Willis Towers Watson is independent and that there is no conflict of interest resulting from retaining Willis Towers Watson. Role of Market Data and Peer Group On at least an annual basis, our compensation committee analyzes our NEO compensation against competitive market data based on the companies in our peer group. In connection with this annual review, our compensation committee also reviews the Company’s peer group and determines whether changes are necessary. When making compensation decisions in 2023, the compensation committee reviewed and analyzed the compensation analysis and market data provided by Willis Towers Watson. Our peer group review took into account multiple factors in which we selected companies that were similar in size (primarily revenue), in the healthcare industry, including healthcare services, healthcare technology, and managed healthcare, and with similar direction on industry and business strategy. In particular, for 2023 compensation determinations, the compensation committee considered compensation data from the public filings for the following companies:

  11. Compensation-Setting Factors

    The peer group used to evaluate 2023 compensation was updated from 2022 due to peer companies being acquired or no longer being comparable to the Company’s size, growth orientation, and business strategy. As proposed by Willis Towers Watson, the compensation committee approved adjustments to the peer group in July 2023 for purposes of determining compensation for 2024. In consideration of the criteria previously mentioned and to achieve an approximately median ranking for the Company relative to its peer group, R1 RCM Inc. and Azenta, Inc. were added and CareDX, Inc., National Research Corp., and Veracyte, Inc. were removed. The compensation committee will continue to make changes to the peer group as warranted to reflect changes in the size, business profile, and publicly-listed status of the companies to help ensure that companies comparable in size and business profile to us are included and continue to be appropriate for the compensation decision-making process. Use of Peer Group The compensation committee reviewed our named executive officer compensation against this 2023 peer group to ensure that our named executive officer compensation is competitive and sufficient to recruit and retain top talent. Compensation data from public filings of companies in our peer group formed the basis of the competitive analysis and pay mix comparison. While we sought to align cash compensation for our named executive officers to approximately the 50th percentile of our peer group, the compensation committee considered this data as only one factor in its compensation determination process.

  12. Stockholder Engagement

    | Topic | Stockholder Feedback | Changes for 2024 and Beyond | | Special Awards to CEO and Executive Chairman | Stockholders expressed a concern about the size of the awards to our chief executive officer and executive chairman outside of our annual compensation program without sufficient proxy disclosure to explain the need for such grants. | The compensation committee will continue to align awards with the market based on peer group data and seek to avoid granting special awards in the future. Any such special awards will involve input from our independent compensation consultant and robust disclosure in our proxy statement. We did not grant any special or off-cycle equity awards to our NEOs in 2023. Further, our chief executive officer and executive chairman did not receive any equity award grants in 2023. The 2022 equity awards to our chief executive officer and executive chairman were granted in recognition of increases in their respective roles and responsibilities, while considering they did not receive any equity grants in 2020 or 2021. | | Proxy Disclosure | Stockholders expressed a desire for enhanced goal disclosure, including the ultimate achievement of short-term incentive awards and how individual assessment affects final payout. Comprehensive disclosure is a focus of investors, particularly for larger awards. | Disclosures in this proxy statement have been enhanced to better communicate our compensation committee’s perspective and decision-making on executive compensation. We believe these disclosures add transparency that will allow our stockholders to better understand the compensation committee’s thought process and decision making regarding executive compensation matters. | | Executive Compensation Plan Design | Stockholders expressed concern that payouts are largely based on subjective goals and equity awards were largely time-based. | The compensation committee is in the process of working with its compensation consultant to modify the long-term compensation structure for NEOs for 2024, including moving away from qualitatively measured strategic objectives. | | Lack of Risk Mitigators | Stockholders expressed concern that there was no disclosure about a clawback policy, stock ownership policy, or holding period requirement. | We adopted a clawback policy as required by Nasdaq rules. | | Outreach | In light of our say-on-pay voting results, our stockholders appreciated our engagement and outreach. While stockholders support our philosophy promoting pay for performance, they requested additional rigor and transparency. | The compensation committee carefully considered our 2023 say-on-pay vote result and conducted a comprehensive review of our compensation program to identify potential areas for improvement. The Company intends to perform stockholder outreach again in 2024 and in the future. |

  13. Elements of Executive Compensation

    Elements of Executive Compensation Our executive officer compensation packages generally include: •Base salary; •Annual performance-based cash incentives; and •Equity-based compensation. We believe that our compensation mix supports our objective of focusing on “at-risk” compensation having significant financial upside based on our performance relative to company goals. We expect to continue to emphasize equity awards because of the direct link that equity compensation provides between stockholder interests and the interests of our executive officers, thereby motivating our executive officers to focus on increasing our value over the long term. We intend to continue to evaluate the mix of base salary, short-term incentive compensation, and long-term incentive compensation to appropriately align the interests of our named executive officers with those of our stockholders. Our 2023 equity program provided for serviced-based awards in stock options and restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) for certain of our named executive officers. The awards represent a long-term, performance based compensation structure that promotes retention and incentivizes commitment to the operating results of the Company. At this point in our growth cycle, a significant portion of the total compensation of our executive officers is directly tied, through the use of stock options, RSUs, and PSUs, to the growth and long-term success of the Company. Base Salary The base salaries of our named executive officers are an important part of their total compensation package and are intended to reflect their respective positions, duties, and responsibilities. The compensation committee reviews executive officer base salaries each year (or otherwise at the time of a new hire or promotion) and makes any adjustments it deems necessary. In setting base salaries, the compensation committee considers changes in responsibilities, individual performance, tenure in position, internal pay equity, Company performance, market data for individuals in similar positions, and advice from our independent compensation consultant. The compensation committee gives no specific weighting to any one factor in setting the level of base salary, and its review process ultimately relies on the subjective exercise of the compensation committee’s judgment. As part of this annual review process, the compensation committee determined that the base salaries for all NEOs remained reasonable and competitive with market practices. Therefore, the base salary amounts for all NEOs remained the same from 2022 to 2023. The following table sets forth the annualized base salaries of our named executive officers for 2023:

  14. Elements of Executive Compensation

    Annual Performance-Based Bonuses We consider annual cash incentive bonuses to be an important component of our total compensation program. Annual cash bonuses provide incentives necessary to retain executive officers and drive annual performance of our key short-term corporate goals. Each named executive officer is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the named executive officer’s base salary, which may be earned between 0% and 200% of target levels based on achievement of established strategic and individual performance goals. Payments to our named executive officers under our bonus plan are determined by our compensation committee based, in the case of our named executive officers other than our chief executive officer, on recommendations made by our chief executive officer, considering each officer’s contributions to Company performance against such goals and also measured against their own defined job responsibilities. In 2023, our named executive officers participated in our annual cash incentive bonus program at the following target percentages of base salary as of December 31, 2023:

  15. Elements of Executive Compensation

    The target bonus opportunities for all NEOs remained the same from 2022 to 2023. For 2023, the maximum achievement opportunity for all executives remained the same limit as 2022, which was equal to 200% of the target bonus potential. Short-term incentive payments relative to target for our named executive officers are based on the attainment of Company-wide operational objectives and an individualized leadership assessment of each executive, as assessed by the compensation committee. Payments under our 2023 Bonus Program For 2023, we operated an annual cash-based incentive program for eligible employees, including our named executive officers, pursuant to which participants are eligible to receive bonuses based on the achievement of certain Company operational, strategic, and individual performance metrics (the “2023 Bonus Program”). Bonus payments made under the 2023 Bonus Program are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. Under the 2023 Bonus Program, the compensation committee assessed whether or not the applicable Company performance goals had been met or exceeded and, based on such performance assessment and individualized executive performance assessment, determined payout levels for each named executive officer based on their respective individual goal achievement relative to its impact on Company performance as well as their target bonus opportunities. Accordingly, the 2023 Bonus Program is designed to pay above-target bonuses when we exceed our annual operational and strategic objectives and below-target bonuses when we do not achieve these objectives. 2023 Bonus Program Performance Objectives The 2023 Bonus Program included a variety of specified operational and strategic performance criteria based on financial and strategic measures that the compensation committee and the board of directors considered important for both the short-term and long-term health of our business. At the time these objectives were set, the board of directors felt that they were rigorous yet achievable incentive targets for management. The Company does not apply a formula or use a pre-determined weighting when comparing overall performance against the various individual objectives, and no single objective is material in determining individual awards. Rather, they serve as the framework upon which the compensation committee or the chief executive officer evaluates the named executive officer’s overall performance. The evaluation of a named executive officer’s performance relative to these performance metrics involves judgment based on the chief executive officer’s observations of, and interaction with, the executive during the year. No single performance objective is material to the evaluation of a named executive officer’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the evaluation of each named executive officer. The chief executive officer’s evaluation of individual performance is considered when he recommends to the compensation committee, in the case of other named executive officers, annual performance bonus program assessment and payout amounts. The compensation committee used the measures set forth below in order to determine performance achievement with respect to 2023 bonuses.

  16. Elements of Executive Compensation

    2023 Bonus Payout Results In February 2024, the compensation committee reviewed and confirmed the Company’s performance against each of the objectives described above and determined the achievement against each metric within the applicable performance range. Specifically, the compensation committee determined individual payout levels for each NEO relative to their target bonus opportunities based on their respective individual involvement in goal achievement. The compensation committee also considered the degree to which the goal’s achievement directly impacted Company revenue. Individual goal involvement and achievement for each NEO is summarized in the table below:

  17. Elements of Executive Compensation

    | Name | Target Bonus | Overall Assessment | Actual Bonus Payout | Specific Achievement | | Peter Anevski | $500,000 | Exceeds expectations | $580,000 | Accountable for surpassing all Company performance objectives and metrics. | | Mark Livingston | $255,000 | Exceeds expectations | $310,000 | Largest impact on 135% growth in operating cash flow. Gross margins improvement of 60 basis points. | | David Schlanger | $250,000 | Exceeds expectations | $250,000 | Exceeded individual goals focused mainly on strategic priorities. | | Allison Swartz | $175,000 | Exceeds expectations | $190,000 | Contributed to revenue growth, provider network expansion, and strategic product growth. | | Michael Sturmer | $318,750 | Exceeds expectations | $400,000 | Largest impact on revenue – contributed directly to the 19% larger annual revenues than prior year. |

  18. Elements of Executive Compensation

    The actual amounts earned under the 2023 Bonus Program are set forth below in the column of the Summary Compensation Table titled “Non-Equity Incentive Plan Compensation.” Equity-Based Compensation We view equity-based compensation as a critical component of our balanced total compensation program, which establishes a performance-oriented culture at the Company for all levels of employees, including our executives. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our executives with those of our stockholders. Our current equity program provides for awards in stock options, RSUs, and PSUs. We have chosen these types of equity awards because PSUs only have value if the Company achieves certain pre-determined goals, stock options only have value to the extent the Company’s stock price increases from the stock price on the grant date, and RSUs allow for retention and continuity of our leadership team. We rely on these long-term equity awards to attract, motivate, and retain an outstanding executive team and to ensure a strong connection between our executive compensation program and the long-term interests of our stockholders. We do not currently have a formal policy for determining the number of equity-based awards to grant to our named executive officers. Our compensation committee reviews and considers data provided by our independent compensation consultant in its assessment of our long-term incentive program for determination of equity-based awards to be granted each year. The following table sets forth the aggregate number of stock options and RSUs granted to our named executive officers in the 2023 fiscal year. All equity awards granted to our NEOs in 2023 were made under the Progyny Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”).

  19. Elements of Executive Compensation

    | Named Executive Officer | 2023 Stock Options Granted | 2023 RSUs Granted | | Peter Anevski | — | — | | Mark Livingston(1) | 20,000 | 7,000 | | David Schlanger | — | — | | Allison Swartz(2) | — | — | | Michael Sturmer(1) | 20,000 | 7,000 |

  20. Elements of Executive Compensation

    ______________________ (1)On March 2, 2023, Mr. Livingston and Mr. Sturmer received grants of 20,000 options at an exercise price of $36.23 and 7,000 RSUs, respectively, as part of the Company’s annual merit grant process. Each such award vests as to 25% on the first anniversary of the applicable vesting commencement date of March 2, 2023 with the remaining 75% of such award vesting in equal quarterly installments on each quarterly anniversary thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (2)Given her start date and off-cycle equity grants made to her in November 2022, no equity awards were granted to Ms. Swartz in 2023. As disclosed in our 2023 proxy statement, on January 1, 2022, Mr. Schlanger and Mr. Anevski received grants of 333,000 and 1,000,000 options at an exercise price of $50.35, 84,000 and 250,000 RSUs, and 83,000 and 250,000 PSUs, respectively, in connection with their transitions to their new respective roles. These awards were intended to compensate them for the two prior years (2020 and 2021) during which they did not receive equity awards. The PSUs granted to Mr. Schlanger and Mr. Anevski in 2022 vest and are earned, if at all, in two equal tranches in the event that specified rigorous corporate revenue targets (as determined by the compensation committee) are achieved over any four consecutive fiscal quarters between the grant date and the fifth anniversary of the grant date. Each tranche of PSUs may be earned at any point prior to the fifth anniversary of the grant date; provided that if either or both tranches have not been earned prior to such date they will be forfeited for no consideration. The design of the PSUs serves to align certain of our key executives’ interests with those of long-term stockholders, incentivizes the achievement of sustained and strong Company financial performance, and creates retentive value. During 2023, the Company achieved the revenue target associated with the first tranche of the PSUs over four consecutive fiscal quarters as approved by the compensation committee. Given Mr. Schlanger and Mr. Anevski continued to be employed through the date of achievement of such targets, the first tranche of the PSUs fully vested on October 31, 2023, resulting in the settlement of 41,500 and 125,000 PSUs to Mr. Schlanger and Mr. Anevski, respectively. The second tranche of the PSUs remains unvested as the revenue target has still not been achieved. As such, Mr. Schlanger and Mr. Anevski had 41,500 and 125,000 PSUs, respectively, outstanding as of December 31, 2023. Due to the multi-year nature of the special equity grants in 2022 to Mr. Schlanger and Mr. Anevski and the overall executive compensation strategy, they did not receive equity grants in 2023. No NEO received special or off-cycle equity grants in 2023.

  21. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits We are party to employment agreements with each of our named executive officers, described in “Employment Arrangements, Severance, and Change in Control Benefits” below. The compensation committee believes these agreements are an essential element of our executive compensation program and assist the compensation committee in recruiting and retaining talented executives. The compensation committee also believes these benefits serve to minimize the distractions to the executive, reduce the risk that the executive will depart the Company before an acquisition is consummated, and allow the executive to focus on continuing normal business operations and the success of a potential transaction, rather than worrying about how business decisions that may be in our best interest and the interests of our stockholders will impact their own financial security. Further, these agreements are in line with customary practices at an executive level at our peer companies.

  22. Responsible Equity Grant Practices

    Responsible Equity Grant Practices Our equity grant practices ensure all grants are made on fixed grant dates and at exercise prices or grant prices equal to the fair market value of our common stock on such dates. Equity grants are awarded under our stockholder approved plans, and we do not backdate, reprice, or grant equity awards retroactively. Our stockholder approved equity plans prohibit repricing of awards or exchanges of underwater options for cash or other securities without stockholder approval.

  23. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information about the compensation of our named executive officers for the years ended December 31, 2023, December 31, 2022, and December 31, 2021. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  24. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Peter Anevski Chief Executive Officer | 2023 | 500,000 | — | — | — | 580,000 | 13,512 | 1,093,512 | | | 2022 | 500,000 | — | 25,175,000 | 42,393,600 | 500,000 | 11,472 | 68,580,072 | | | 2021 | 425,000 | — | — | — | 350,000 | 10,770 | 785,770 | | Mark Livingston Chief Financial Officer | 2023 | 425,000 | — | 253,610 | 395,728 | 310,000 | 14,562 | 1,398,900 | | | 2022 | 425,000 | — | — | 5,339,500 | 255,000 | 13,872 | 6,033,372 | | | 2021 | 425,000 | — | 4,521,210 | 7,586,995 | 255,000 | 275,467 | 13,063,672 | | David Schlanger Executive Chairman | 2023 | 250,000 | — | — | — | 250,000 | 13,569 | 513,569 | | | 2022 | 250,000 | — | 8,408,450 | 8,427,298 | 250,000 | 10,408 | 17,346,156 | | | 2021 | 500,000 | — | — | — | 350,000 | 12,462 | 862,462 | | Allison Swartz(5) EVP, General Counsel and Secretary | 2023 | 350,000 | — | — | — | 190,000 | 6,222 | 546,222 | | | 2022 | 33,205 | 140,000 | 2,215,200 | 3,503,675 | — | 149 | 5,892,229 | | Michael Sturmer President(6) | 2023 | 425,000 | — | 253,610 | 395,728 | 400,000 | 11,493 | 1,485,831 | | | 2022 | 425,000 | — | 311,710 | 6,862,078 | 325,000 | 11,498 | 7,935,286 |

  25. 2023 Summary Compensation Table

    ______________________ (1)For 2022, amounts reflect a sign-on bonus for Ms. Swartz, who commenced employment with the company on November 28, 2022, as well as a discretionary performance bonus for Ms. Swartz for 2022, which the compensation committee determined to pay Ms. Swartz due to her immediate constructive impact to the legal team and assistance in finalizing the 2022 selling season contracts. (2)Amounts reported represent the aggregate grant date fair value of stock options and stock awards, including those with performance-based vesting, granted to our named executive officers, computed in accordance with ASC Topic 718, excluding the estimated effect of forfeitures. The assumptions used in calculating the grant date fair value of the stock options and stock awards reported in this column are set forth in Note 10 of our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the executive officer. (3)Amounts shown represent the named executive officers’ total performance-based cash bonuses earned for 2023, 2022, and 2021, as applicable, based on the achievement of performance goals as determined by our compensation committee. (4)For Mr. Anevski for 2023, this amount includes 401(k) matching contributions of $9,900 and payment of term life insurance premiums of $3,612. For Mr. Livingston for 2023, this amount includes 401(k) matching contributions of $9,450; payment of term life insurance premiums of $3,612; and HSA employer contributions of $1,500. For Mr. Schlanger for 2023, this amount includes 401(k) matching contributions of $8,025 and payment of term life insurance premiums of $5,544. For Ms. Swartz for 2023, this amount includes 401(k) matching contributions of $5,550 and payment of term life insurance premiums of $672. For Mr. Sturmer for 2023, this amount includes 401(k) matching contributions of $9,483; payment of term life insurance premiums of $1,260; and HSA employer contributions of $750. For Mr. Anevski for 2022, this amount includes 401(k) matching contributions of $9,150 and payment of term life insurance premiums of $2,322. For Mr. Livingston for 2022, this amount includes 401(k) matching contributions of $9,150; payment of term life insurance premiums of $2,322; cell phone reimbursements of $900; and HSA employer contributions of $1,500. For Mr. Schlanger for 2022, this amount includes 401(k) matching contributions of $6,843 and payment of term life insurance premiums of $3,564. For Ms. Swartz for 2022, this amount includes payment of term life insurance premiums of $36 and cell phone reimbursements of $113. For Mr. Sturmer for 2022, this amount includes 401(k) matching contributions of $9,150; payment of term life insurance premiums of $810; HSA employer contributions of $750; and cell phone reimbursements of $788. For Mr. Livingston for 2021, this amount includes $261,916 for relocation reimbursements. On occasion, NEOs may travel via leased aircraft for business activities integrally and directly related to the NEO’s duties. As such, these amounts are not considered compensation and are not included in this table. (5)Ms. Swartz commenced employment with the company on November 28, 2022. (6)No amounts are reported for Mr. Sturmer for 2021 because he was not an NEO in 2021.

  26. Grants of Plan-Based Awards — Fiscal Year 2023

    Grants of Plan-Based Awards — Fiscal Year 2023 The following table shows all plan-based awards granted to the named executive officers during 2023.

  27. Grants of Plan-Based Awards — Fiscal Year 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Peter Anevski | N/A | — | 500,000 | 1,000,000 | — | — | — | — | | Mark Livingston | N/A | — | 255,000 | 510,000 | — | — | — | — | | | 3/2/23 (3) | — | — | — | 7,000 | — | — | 253,610 | | | 3/2/23 (3) | — | — | — | — | 20,000 | 36.23 | 395,728 | | David Schlanger | N/A | — | 250,000 | 500,000 | — | — | — | — | | Allison Swartz | N/A | — | — | — | — | — | — | — | | Michael Sturmer | N/A | — | 318,750 | 637,500 | — | — | — | — | | | 3/2/23 (3) | — | — | — | 7,000 | — | — | 253,610 | | | 3/2/23 (3) | — | — | — | — | 20,000 | 36.23 | 395,728 |

  28. Grants of Plan-Based Awards — Fiscal Year 2023

    (1)These columns show the range of estimated payouts targeted for 2023 performance bonuses under our 2023 Bonus Program for our executive officers as described above in the section titled “Elements of Executive Compensation.” The actual cash bonus payments made in 2024 based on 2023 performance are set forth in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” (2)Amounts reported represent the aggregate grant date fair value of stock options and stock awards granted to our named executive officers in 2023, computed in accordance with ASC Topic 718, excluding the estimated effect of forfeitures. The assumptions used in calculating the grant date fair value of the stock options and stock awards reported in this column are set forth in Note 10 to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the executive officer. (3)On March 2, 2023, Mr. Livingston and Mr. Sturmer each received grants of 20,000 options at an exercise price of $36.23 and 7,000 RSUs. Each such award vests as to 25% on the first anniversary of the applicable vesting commencement date of March 2, 2023 with the remaining 75% of such award vesting in equal quarterly installments on each quarterly anniversary thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date.

  29. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.”

  30. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows all outstanding equity awards held by the named executive officers as of December 31, 2023.

  31. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Peter Anevski | 10/18/2022 | 200,000 (2) | 600,000 (2) | 39.3900 | 10/17/2032 | — | — | — | — | | | 1/1/2022 | 437,500 (3) | 562,500 (3) | 50.3500 | 12/31/2031 | — | — | — | — | | | 1/1/2022 | — | — | — | — | 140,625 (3) | 5,228,438 | — | — | | | 1/1/2022 | — | — | — | — | — | — | 125,000 (4) | 4,647,500 | | | 5/24/2019 | 715,556 (5) | — | 3.9500 | 05/23/2029 | — | — | — | — | | | 8/17/2018 | 34,042 (6) | — | 1.5000 | 08/16/2028 | — | — | — | — | | | 8/4/2017 | 472,107 (6) | — | 0.9100 | 8/3/2027 | — | — | — | — | | Mark Livingston | 3/2/2023 | — | 20,000 (7) | 36.2300 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | 7,000 (7) | 260,260 | — | — | | | 10/18/2022 | 62,500 (2) | 187,500 (2) | 39.3900 | 10/17/2032 | — | — | — | — | | | 9/1/2021 | 140,625 (8) | 109,375 (8) | 56.2900 | 8/31/2031 | — | — | — | — | | | 9/1/2021 | — | — | — | — | 32,809 (8) | 1,219,839 | — | — | | | 3/3/2021 | 13,750 (9) | 6,250 (9) | 42.7800 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 2,185 (9) | 81,238 | — | — | | | 3/9/2020 | 5,624 (10) | 562 (10) | 23.1600 | 3/8/2030 | — | — | — | — | | | 3/9/2020 | — | — | — | — | 218 (10) | 8,105 | — | — | | | 6/4/2019 | 86,627 (11) | — | 3.9500 | 6/3/2029 | — | — | — | — | | David Schlanger | 1/1/2022 | 145,690 (3) | 187,310 (3) | 50.3500 | 12/31/2031 | — | — | — | — | | | 1/1/2022 | — | — | — | — | 47,250 (3) | 1,756,755 | — | — | | | 1/1/2022 | — | — | — | — | — | — | 41,500 (4) | 1,542,970 | | | 5/24/2019 | 1,550,022 (5) | — | 3.9500 | 05/23/2029 | — | — | — | — | | | 8/17/2018 | 202,794 (6) | — | 1.5000 | 8/16/2028 | — | — | — | — | | | 8/4/2017 | 232,229 (6) | — | 0.9100 | 8/03/2027 | — | — | — | — | | Allison Swartz | 11/28/2022 | 43,751 (12) | 131,249 (12) | 36.2300 | 03/02/2033 | — | — | — | — | | | 11/28/2022 | — | — | — | — | 45,000 (12) | 1,673,100 | — | — | | Michael Sturmer | 3/2/2023 | — | 20,000 (7) | 36.2300 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | 7,000 (7) | 260,260 | — | — | | | 10/18/2022 | 75,000 (2) | 225,000 (2) | 39.3900 | 10/17/2032 | — | — | — | — | | | 3/2/2022 | 8,750 (13) | 11,250 (13) | 44.5300 | 3/1/2032 | — | — | — | — | | | 3/2/2022 | — | — | — | — | 3,935 (13) | 146,303 | — | — | | | 3/3/2021 | 412,500 (9) | 187,500 (9) | 42.78 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 78,125 (9) | 2,904,688 | — | — |

  32. Outstanding Equity Awards at 2023 Fiscal Year-End

    ______________________ (1)For stock awards, this value is based on the closing price of our common stock on December 29, 2023 of $37.18. (2)Each such award vested as to 25% on October 18, 2023 with the remaining 75% of such award vesting in equal quarterly installments thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (3)Each such award vested as to 25% on January 1, 2023 with the remaining 75% of such award vesting in equal quarterly installments thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (4)Each such award will vest and be earned, if at all, in one tranche in the event that specified rigorous revenue targets (as determined by the compensation committee) are achieved over any four consecutive fiscal quarters between the grant date and the fifth anniversary of the grant date, in each case subject to the executive’s continued service through each applicable vesting date, as described above in the section titled “Elements of Executive Compensation.” (5)Each such award vested as to 25% on May 23, 2020 with the remaining 75% of such award vesting in equal monthly installments on each monthly anniversary thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (6)Each such award vested as to 25% on January 16, 2018 with the remaining 75% of such award vesting in equal monthly installments on each monthly anniversary thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (7)Each such award vested as to 25% on March 2, 2024 with the remaining 75% of such award vesting in equal quarterly installments thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (8)Each such award vested as to 25% on September 1, 2022 with the remaining 75% of such award vesting in equal quarterly installments thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (9)Each such award vested as to 25% on February 26, 2022 (or February 25, 2022 for Mr. Sturmer’s March 3rd RSU grant) with the remaining 75% of such award vesting in equal quarterly installments thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (10)Each such award vested as to 25% on March 9, 2021 with the remaining 75% of such award vesting in equal quarterly installments thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (11)Each such award vested as to 25% on May 29, 2020 with the remaining 75% of such award vesting in equal monthly installments on each monthly anniversary thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (12)Each such award vested as to 25% on November 28, 2023 with the remaining 75% of such award vesting in equal monthly installments on each monthly anniversary thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date. (13)Each such award vested as to 25% on March 2, 2023 with the remaining 75% of such award vesting in equal monthly installments on each monthly anniversary thereafter over the next three years, subject to the executive’s continued service through each applicable vesting date.

  33. Option Exercises and Stock Vested — Fiscal Year 2023

    Option Exercises and Stock Vested — Fiscal Year 2023 The following table shows the number of shares acquired upon exercise of option awards and the vesting of stock awards during 2023 and the value realized upon such exercise and vesting.

  34. Option Exercises and Stock Vested — Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(8) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(9) | | Peter Anevski | 640,000 | 21,174,023 | 234,375(2) | 7,620,000 | | Mark Livingston | 44,000(3) | 1,355,002 | 23,875(4) | 866,712 | | David Schlanger | 1,320,000 | 46,797,487 | 78,250(5) | 2,544,220 | | Allison Swartz | — | — | 15,000(6) | 512,700 | | Michael Sturmer | — | — | 65,565(7) | 2,299,729 |

  35. Option Exercises and Stock Vested — Fiscal Year 2023

    ______________________ (1)Represents the gross number of shares acquired on the exercise of options or vesting of RSUs, as applicable, without taking into account any shares withheld to satisfy applicable tax obligations. (2)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Mr. Anevski received a total of 119,279 net shares. (3)After withholding shares sufficient to cover applicable taxes and fees upon the exercise of option awards, Mr. Livingston received a total of 19,087 net shares. (4)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Mr. Livingston received a total of 13,519 net shares. (5)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Mr. Schlanger received a total of 41,189 net shares. (6)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Ms. Swartz received a total of 9,592 net shares. (7)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Mr. Sturmer received a total of 34,523 net shares. (8)Represents the value of the exercised stock options, calculated by multiplying (a) the number of vested options exercised by (b) the market price at time of exercise, less the exercise price of such options. The individual totals may include multiple exercise transactions during the year. (9)Represents the value of the vested RSUs, calculated by multiplying (a) the number of vested RSUs by (b) the closing stock price from the immediately preceding trading day. The individual totals may include multiple vesting transactions during the year.

  36. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control This section describes the benefits payable to our named executive officers in the event of termination of employment or a change in control.

  37. Summary of Potential Payments upon Termination or Change in Control

    Summary of Potential Payments upon Termination or Change in Control The following table summarizes the payments that would be made to our named executive officers who remained employed as of December 31, 2023 upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the named executive officer during their employment that are available to all salaried employees, such as accrued vacation. There can be no assurance that a triggering event will produce the same or similar results as those estimated below if such event occurs on any other date or at any other price or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  38. Summary of Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination without Cause or Resignation for Good Reason (No Change in Control) ($) | Termination without Cause or Resignation for Good Reason following a Change in Control ($)(6) | Death(7) | | Peter Anevski | Cash | 1,000,000(1) | 1,000,000(1) | — | | | Equity Acceleration | 6,971,250(2) | 9,875,938(3) | 5,228,438(3) | | | All Other Payments or Benefits | 38,877(4) | 38,877(4) | — | | | Total | 8,010,127 | 10,914,815 | 5,228,438 | | Mark Livingston | Cash | 467,500(1) | 467,500(1) | — | | | Equity Acceleration | 484,330(2) | 1,596,321(3) | 1,596,321(3) | | | All Other Payments or Benefits | 14,919(4) | 14,919(4) | — | | | Total | 966,749 | 2,078,740 | 1,596,321 | | David Schlanger | Cash | 500,000(1) | 500,000(1) | — | | | Equity Acceleration | 2,323,750(2) | 3,299,725(3) | 1,756,755(3) | | | All Other Payments or Benefits | 27,501(4) | 22,438(4) | — | | | Total | 2,851,251 | 3,822,163 | 1,756,755 | | Allison Swartz(5) | Cash | — | — | — | | | Equity Acceleration | — | — | 1,707,225(3) | | | All Other Payments or Benefits | — | — | — | | | Total | — | — | 1,707,225 | | Michael Sturmer | Cash | 743,750(1) | 743,750(1) | — | | | Equity Acceleration | 2,511,084(2) | 3,330,251(3) | 3,330,251(3) | | | All Other Payments or Benefits | 9,594(4) | 9,594(4) | — | | | Total | 3,264,428 | 4,083,595 | 3,330,251 |

  39. Summary of Potential Payments upon Termination or Change in Control

    ______________________ (1)Represents payment equal to (a) 12 months (or six months for Mr. Livingston) of the executive’s base salary at termination for the year ended December 31, 2023 and (b) the executive’s full target bonus for such year of termination (without proration assuming a termination date of December 31, 2023). (2)Represents the value of 12 months (or six months for Mr. Livingston) of unvested equity awards that would be subject to accelerated vesting based upon the closing price of our common stock on December 29, 2023 of $37.18 (and less, in the case of option awards, the exercise price). These values do not include options that have an exercise price that is less than the closing price of our common stock on December 29, 2023 and as a result are underwater. (3)Represents the value of all unvested equity awards that would be subject to accelerated vesting based upon the closing price of our common stock on December 29, 2023 of $37.18 (and less, in the case of option awards, the exercise price). These values do not include options that have an exercise price that is less than the closing price of our common stock on December 29, 2023 and as a result are underwater. (4)Represents the estimated costs of continuation of group health benefits for 12 months (or six months for Mr. Livingston) following the executive’s termination. (5)Ms. Swartz is not entitled to any payments or benefits under her employment agreement upon a termination of her employment or the occurrence of a change in control. (6)Pursuant to their terms, the equity awards held by our named executive officers will not automatically accelerate in connection with a change in control unless they are not assumed or substituted in connection with such change in control. (7)As described above, pursuant to our 2017 Plan and 2019 Plan, in the event any of our employees, including our named executive officers, are terminated by reason of death, such employee will be entitled to accelerated vesting of the then-unvested service-based awards, with the equity acceleration values set forth in this column. For all NEOs, upon a termination by the Company (i) for “cause” (as defined in the relevant employment agreement or as determined in accordance with the applicable equity plan) or (ii) due to a voluntary resignation without “good reason” (as defined in the relevant employment agreement), no severance benefits are payable to the NEO. For all NEOs other than Mr. Anevski, Mr. Schlanger, and Mr. Livingston, upon a termination due to disability, no severance benefits are payable to the NEO. For Mr. Anevski, Mr. Schlanger, and Mr. Livingston, upon a termination due to “disability” (as defined under the 2017 Plan or 2019 Plan, as applicable), they will only be entitled to a post-termination exercise period of 12 months for any vested stock option awards then outstanding. For Mr. Anevski and Mr. Schlanger, the terms of their respective employment agreements provide that if payments and benefits provided to the NEO would constitute an “excess parachute payment” for purposes of Section 280G of the Code, the NEO will either have his payments and benefits reduced to the highest amount that could be paid without triggering Section 280G or receive the after-tax amount of his payment and benefits, whichever results in the greater after-tax benefit, taking into account the excise tax imposed under Section 4999 of the Code and any applicable federal, state, and local taxes.

  40. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all our employees (other than our chief executive officer). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal 2023, our chief executive officer’s annual total compensation was $1,093,512, and the median employee’s annual total compensation was $116,040. Accordingly, our CEO Pay Ratio for fiscal 2023 was approximately 9 to 1. The methodology, assumptions, and estimates used in determining our CEO Pay Ratio are described below.

  41. Methodology, Assumptions, and Estimates Used in Determining our CEO Pay Ratio

    Methodology, Assumptions, and Estimates Used in Determining our CEO Pay Ratio We selected December 31, 2023 as the date for determining the employee population used to identify the median employee. To identify the Company’s median employee, we used actual gross wages paid to each employee as of December 31, 2023. We believe this consistently applied compensation measure reasonably reflects annual compensation across the Company’s employee base. As of December 31, 2023, we had 567 employees (excluding our chief executive officer), consisting of full-time, part-time, seasonal, and temporary employees. After identifying the Company’s median employee, we calculated the median employee’s and the chief executive officer’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Because Item 402(u) of Regulation S-K permits companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect a company’s employee population and compensation practices, we believe that our CEO Pay Ratio should not be used as a basis for comparison between companies. In addition, we expect our CEO Pay Ratio may vary significantly year over year due to the size of the Company and the variability in employee compensation.

  42. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company for each of the fiscal years ended December 31, 2020, 2021, 2022, and 2023. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section above.

  43. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On(7): | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for non-PEO NEOs($)(4) | Average Compensation Actually Paid to non-PEO NEOs ($)(2)(4)(5) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(6) | Net Income (thousands) ($) | Revenue (thousands) ($)(8) | | 2023 | 1,093,512 | 7,268,130 | 986,131 | 2,429,254 | 135.45 | 133.85 | 62,037 | 1,088,598 | | 2022 | 68,580,072 | 31,304,264 | 9,301,761 | (708,249) | 113.48 | 133.44 | 30,358 | 786,913 | | 2021 | 862,462 | 12,703,237 | 5,449,136 | 6,880,527 | 183.42 | 138.35 | 65,769 | 500,621 | | 2020 | 987,312 | 19,593,349 | 793,843 | 2,978,511 | 154.43 | 111.43 | 46,459 | 344,858 |

  44. Pay Versus Performance Table

    ______________________ (1)Mr. Schlanger served as our CEO from January 2017 to December 2021. Mr. Anevski has served as our CEO since January 1, 2022. (2)The fair values of RSUs, PSUs and stock options included in the CAP to our PEOs and the Average CAP to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year RSU grants) are based on our updated stock price at the respective measurement dates and updated performance target projections (for PSUs). Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price. (3)Compensation actually paid to our PEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  45. Pay Versus Performance Table

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 1,093,512 | 68,580,072 | 862,462 | 987,312 | | Less, value of Stock Awards and Options Awards in Summary Compensation Table | — | (67,568,600) | — | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | — | 39,410,940 | — | — | | Plus/Less, year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 4,879,355 | (3,368,117) | 5,284,970 | 18,392,284 | | Plus/Less, year-over-year change in fair value of equity awards granted in prior years that vested in the year | 1,295,263 | (5,750,031) | 6,555,805 | 213,753 | | Compensation Actually Paid to PEOs | 7,268,130 | 31,304,264 | 12,703,237 | 19,593,349 |

  46. Pay Versus Performance Table

    (4)Non-PEO NEOs include the following for 2022 and 2023: Mr. Livingston, Mr. Schlanger, Ms. Swartz, and Mr. Sturmer. For 2021, the non-PEO NEOs include Mr. Anevski, Mr. Livingston, Ms. Bealer, and Ms. Greenbaum. For 2020, the non-PEO NEOs include Mr. Anevski, Ms. Ajmani, Ms. Bealer, Ms. Greenbaum, and Mr. Livingston. (5)Average compensation actually paid to our non-PEO NEOs represents the average “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  47. Pay Versus Performance Table

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Average Summary Compensation Table Total | 986,131 | 9,301,761 | 5,449,136 | 793,843 | | Less, average value of Stock Awards and Options Awards in Summary Compensation Table | (324,669) | (8,766,978) | (4,777,735) | (188,928) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 328,179 | 5,604,053 | 3,820,260 | 360,083 | | Plus/Less, average year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 938,008 | (3,796,209) | 1,617,046 | 4,340,920 | | Plus, average fair value of equity awards granted and vested in the year | — | — | — | 27,950 | | Plus/Less, average year-over-year change in fair value of equity awards granted in prior years that vested in the year | 501,605 | (3,050,876) | 1,950,757 | (75,463) | | Less, average fair value of equity awards granted in prior years that failed to meet vesting conditions in the year | — | — | (1,178,937) | (2,279,894) | | Average Compensation Actually Paid to non-PEO NEOs | 2,429,254 | (708,249) | 6,880,527 | 2,978,511 |

  48. Pay Versus Performance Table

    (6)The peer group used for this purpose is Standard & Poor's 500 Health Care index, which is one of the peer groups reported in our Form 10-K pursuant to Item 201(e) of Regulation S-K. (7)The total shareholder return and peer group total shareholder return are four year cumulative returns assuming an initial fixed investment of $100, and that all dividends, if any, were reinvested. (8)Revenue is a GAAP measure. The Company selected Revenue as the Company-Selected Measure because it is an important financial measure that helps link CAP to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year. Specifically, Revenue is used as a performance metric in our long-term equity incentive program for our PSUs, which are eligible to be earned based on achievement of specific Revenue targets over a five-year performance period.

  49. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  50. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measure represents the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023: a.Revenue. The list only includes one financial performance measure, revenue, because that was the only financial performance measure used in 2023. In the “Compensation Discussion and Analysis” above, we described how our compensation programs are effective at incentivizing and retaining our executives and closely aligning the interests of our senior management team with those of our stockholders.

  51. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  52. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy, last amended in November 2021, which is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each non-employee director will be paid cash compensation as set forth below. Amounts for service as the chair of the board of directors or a committee thereof are in addition to the amount for service as a member of our board of directors.

  53. Non-Employee Director Compensation Policy

    | Position | Annual Retainer ($) | | Board of Directors | 40,000 | | Board of Directors Independent Chair or Lead Independent Director | 25,000 | | Audit Committee Chair | 20,000 | | Compensation Committee Chair | 10,000 | | Nominating and Corporate Governance Committee Chair | 7,500 |

  54. Non-Employee Director Compensation Policy

    In addition to cash compensation, each of our non-employee directors are awarded initial option grants in the amounts set forth below upon their election or appointment to our board of directors. Amounts for service as the chair of the board of directors or a committee thereof are in addition to the amount for service as a member of our board of directors. Twenty-five percent (25%) of the shares underlying the initial option grant vest on the first anniversary of the date of the director’s initial election or appointment, with the remaining shares vesting in equal quarterly installments thereafter until the fourth anniversary of the date of the director’s initial election or appointment, subject to the director’s continued service on each vesting date.

  55. Non-Employee Director Compensation Policy

    | Position | Initial Grant (#) | | Board of Directors | 44,000 | | Board of Directors Independent Chair or Lead Independent Director | 8,800 | | Audit Committee Chair | 6,600 | | Compensation Committee Chair | 4,400 | | Nominating and Corporate Governance Committee Chair | 2,200 |

  56. Non-Employee Director Compensation Policy

    Under our non-employee director compensation policy, directors are also eligible to receive annual equity awards consisting of options and RSUs. In November 2021, the non-employee director compensation policy was amended so that (i) commencing with the Company’s 2023 annual stockholder meeting, annual equity grants are awarded at each annual stockholder meeting instead of October of each fiscal year and (ii) such annual grants are reflected as dollar values rather than a number of shares. The aggregate grant date values of the annual equity awards are set forth below. In each case, the annual equity awards vest on the first anniversary of the grant date, subject to the director’s continued service on the vesting date.

  57. Non-Employee Director Compensation Policy

    | Position | Annual Grant (Options) ($) | Annual Grant (RSUs) ($) | | Board of Directors | 338,587 | 139,750 | | Board of Directors Independent Chair or Lead Independent Director | 54,174 | 55,900 | | Audit Committee Chair | 40,631 | 27,950 | | Compensation Committee Chair | 27,101 | 27,950 | | Nominating and Corporate Governance Committee Chair | 13,544 | 27,950 |

  58. Non-Employee Director Compensation Policy

    The following table sets forth information about the compensation earned by our non-employee directors for the year ended December 31, 2023.

  59. 2023 Director Compensation Table(7)

    2023 Director Compensation Table(7)

  60. 2023 Director Compensation Table(7)

    | Name(8) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Beth Seidenberg, M.D. | 65,000(2) | 195,636 | 392,751 | 653,387 | | Fred Cohen, M.D., D.Phil. | 50,000(3) | 167,682 | 365,669 | 583,352 | | Lloyd Dean | 40,000(4) | 139,729 | 338,568 | 518,297 | | Kevin Gordon | 40,000 | 139,729 | 338,568 | 518,297 | | Roger Holstein | 40,000(5) | 139,729 | 338,568 | 518,297 | | Jeff Park | 60,000(6) | 167,682 | 379,200 | 606,883 | | Norman Payson, M.D. | 47,500 | 167,682 | 352,119 | 567,301 | | Cheryl Scott | 40,000 | 139,729 | 338,568 | 518,297 |

  61. 2023 Director Compensation Table(7)

    ______________________ (1)Amounts reported represent the aggregate grant date fair value of stock options and RSUs granted to our directors in 2023, computed in accordance with ASC Topic 718, excluding the estimated effect of forfeitures. The assumptions used in calculating the grant date fair value of the stock options and RSUs reported in this column are set forth in Note 10 to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the director. (2)Pursuant to the non-employee director compensation policy, directors have the option to receive their annual cash compensation in the form of stock options. Dr. Seidenberg chose to have 100% of her retainer for the period from October 24, 2022 to May 23, 2023 as well as for the period from May 24, 2023 to May 23, 2024 paid in this manner. As such, the total fees earned for services performed in 2023 includes 3,268 shares issuable upon the exercise of options. Of this amount, (i) 1,290 shares were granted on October 24, 2022 with an exercise price of $38.22 and fully vested on May 24, 2023 and (ii) 1,978 shares were granted on May 24, 2023 with an exercise price of $38.24 and fully vest on May 24, 2024. Additionally, on May 24, 2023, Dr. Seidenberg received 1,283 shares issuable upon the exercise of options as prepayment of fees to be earned. The terms of the award are the same as the May 24, 2023 awards noted above. (3)Pursuant to the non-employee director compensation policy, directors have the option to receive their annual cash compensation in the form of stock options. Dr. Cohen chose to have 100% of his retainer for the period from October 24, 2022 to May 23, 2023 paid in this manner. As such, the total fees earned for services performed in 2023 includes 992 shares issuable upon the exercise of options that were granted on October 24, 2022 with an exercise price of $38.22 and fully vested on May 24, 2023. (4)Pursuant to the non-employee director compensation policy, directors have the option to receive their annual cash compensation in the form of stock options. Mr. Dean chose to have 50% of his retainer for the period from October 24, 2022 to May 23, 2023 as well as 100% of his retainer for the period from May 24, 2023 to May 23, 2024 paid in this manner. As such, the total fees earned for services performed in 2023 includes 1,614 shares issuable upon the exercise of options. Of this amount, (i) 397 shares were granted on October 24, 2022 with an exercise price of $38.22 and fully vested on May 24, 2023 and (ii) 1,217 shares were granted on May 24, 2023 with an exercise price of $38.24 and fully vest on May 24, 2024. Additionally, on May 24, 2023, Mr. Dean received 790 shares issuable upon the exercise of options as prepayment of fees to be earned. The terms of the award are the same as the May 24, 2023 awards noted above. (5)Pursuant to the non-employee director compensation policy, directors have the option to receive their annual cash compensation in the form of stock options. Mr. Holstein chose to have 100% of his retainer for the period from May 24, 2023 to May 23, 2024 paid in this manner. As such, the total fees earned for services performed in 2023 includes 1,217 shares issuable upon the exercise of options that were granted on May 24, 2023 with an exercise price of $38.24 and fully vest on May 24, 2024. Additionally, on May 24, 2023, Mr. Holstein received 790 shares issuable upon the exercise of options as prepayment of fees to be earned. The terms of the award are the same as the May 24, 2023 awards noted above. (6)Pursuant to the non-employee director compensation policy, directors have the option to receive their annual cash compensation in the form of stock options. Mr. Park chose to have 100% of his retainer for the period from October 24, 2022 to May 23, 2023 paid in this manner. As such, the total fees earned for services performed in 2023 includes 1,190 shares issuable upon the exercise of options that were granted on October 24, 2022 with an exercise price of $38.22 and fully vested on May 24, 2023. (7)Mr. Anevski and Mr. Schlanger are not included in this table because each executive is an employee of the Company and receives no additional compensation for their service as a director. The compensation paid to Mr. Anevski and Mr. Schlanger as employees of the Company is set forth in the Summary Compensation Table above. The table below shows the aggregate number of option awards (exercisable and unexercisable) and stock awards held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023.

  62. 2023 Director Compensation Table(7)

    | Name | Options Outstanding at Fiscal Year End (Exercisable) | Options Outstanding at Fiscal Year End (Unexercisable) | Restricted Stock Units Outstanding at Fiscal Year End(1) | | Beth Seidenberg, M.D. | 125,133 | 22,970 | 5,116 | | Lloyd Dean | 14,334 | 49,247 | 3,654 | | Fred Cohen, M.D., D. Phil. | 110,197 | 18,350 | 4,385 | | Kevin Gordon | 98,158 | 16,990 | 3,654 | | Roger Holstein | 62,158 | 29,997 | 3,654 | | Jeff Park | 120,035 | 19,029 | 4,385 | | Norman Payson | 145,348 | 17,670 | 4,385 | | Cheryl Scott | 98,158 | 16,990 | 3,654 |

  63. 2023 Director Compensation Table(7)

    (1)All RSUs were unvested as of December 31, 2023. They will fully vest on May 24, 2024, subject to continued service.