DEF 14A of Progyny, Inc., Apr 11, 2025

DEF 14A of Progyny, Inc.

Filed Apr 11, 2025 · FY20240001551306-25-000072

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 2027 annual meeting of stockholders; and •Class III directors: Fred Cohen, M.D., D.Phil., Norman Payson, M.D., and Debra Morris, whose terms will expire at this Annual Meeting. 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. Dr. Payson and Ms. Morris, current Class III directors, and Elizabeth Bierbower have been nominated for election to serve as Class III directors. Dr. Cohen notified the board that he would not be standing for reelection, and his term will end at the Annual Meeting. 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 election 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 2028 annual meeting of stockholders and until their successor has been duly elected, or if sooner, until such 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, 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 director skills, prior board involvement, and expertise, among other factors. 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 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 three 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 three nominees named above. If any nominee becomes unable to stand for election 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 III 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 III 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 | 74 | Director | | Kevin Gordon | 62 | Director | | Cheryl Scott | 75 | Director | | Class II directors continuing in office until the 2027 annual meeting of stockholders | | | | Peter Anevski | 57 | Chief Executive Officer and Director | | Roger Holstein | 72 | Director | | Jeff Park | 53 | Lead Independent Director | | David Schlanger | 65 | Executive Chairman | | Class III director nominees for election at the Annual Meeting | | | | Norman Payson, M.D. | 76 | Director | | Debra Morris | 66 | Director | | Elizabeth Bierbower | 66 | Director Nominee |

  4. INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Set forth below is biographical information for the Class III 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 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, and USC Schaeffer Center Advisory Board. 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. In October 2024, Dr. Payson joined the board of Stephenson Global Pancreatic Cancer Research Institute, and, in December 2024, Dr. Payson joined the board of EmsanaCare. 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. Debra Morris has served as a member of our board of directors since January 2025. Ms. Morris has served as President of AccessHope, LLC since November 2024 and previously served as its Chief Operating Officer and Chief Financial Officer from May 2024 to November 2024. Prior to that, Ms. Morris was Executive Vice President, Chief Financial Officer of Apria, Inc. from March 2013 to October 2022. Ms. Morris served as Chief Financial Officer of Americas for Sitel Group from February 2010 to February 2013. Previously, she was a Partner of Tatum LLC from 2004 to 2011, in which capacity she provided chief financial officer services for various contracted companies, including LifeMasters Supported SelfCare. From 1999 to 2003, Ms. Morris was Chief Financial Officer of Caliber Holdings Corporation. Prior to that, she served in various roles at CBRE Group, Inc., including Executive Vice President, Global Chief Accounting Officer and Global Integration from 1981 to 1999. Ms. Morris currently serves on the board of directors of Rexford Industrial Realty, Inc. (NYSE: REXR) and biote Corp. (Nasdaq: BTMD). She previously served on the board of directors of Alternative Logistics Technologies Holdco LLC (Everdriven) from May 2020 to February 2024 and Tatum LLC from 2008 to 2011. Ms. Morris holds a B.S. in Business Administration from Colby Sawyer College in New London, New Hampshire. We believe that Ms. Morris is qualified to serve on our board of directors because of her extensive finance and accounting expertise and extensive leadership experience. Elizabeth Bierbower served from 2022 to 2023 as Chairman, Chief Executive Officer, and a director of Friday Health Plans, a health insurance company. Prior to that, Ms. Bierbower held various positions at Humana (NYSE: HUM), including Segment President from April 2018 to December 2019, President of the Employer Group Segment from May 2012 to September 2018, Chief Operating Officer of the Specialty Benefits division from October 2008 to June 2012, and Vice President of Product Innovation from May 2001 to September 2008. Before that, Ms. Bierbower was Vice President of Program Management at Highmark Blue Cross Blue Shield from 1997 to 2001 and Chief Operating Officer at Coventry Health Care from 1989 to 1996. Ms. Bierbower currently serves on the board of directors of Option Care Health (Nasdaq: OPCH) and privately held Blue Sprig, Quest Analytics, Paradigm Corp., and Point32Health. She previously served on the board of directors of Iora Health and the American Telemedicine Association. Ms. Bierbower has a B.A. in Sociology from Carlow University and a master’s degree in public management from Carnegie Mellon University. We believe that Ms. Bierbower is qualified to serve on our board of directors because of her more than 30 years of proven executive-level experience in the healthcare industry.

  6. 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 Golden Arrow Merger Corp and Guidehouse. Mr. Dean also previously served on the board of directors of Wells Fargo & Company from 2005 to 2018. 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 a Kohlberg and Company Operating Advisor thereto since July 2024. He served as an advisor to 3i Group’s North American healthcare portfolio companies from January 2022 to July 2024, including as a director of privately held Sanisure LLC and Cirtec Medical Corp., and currently serves as a director of Q Holdco Limited. 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.

  7. Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office until the 2027 Annual Meeting of Stockholders 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.

  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 our 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 practices 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 is 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 2024 compensation levels for the named executive officers other than with respect to his own compensation. The compensation committee considers our 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 2024 executive compensation were made by the compensation committee. Role of Compensation Consultant Our board of directors has, since April 2020, retained Willis Towers Watson, an independent compensation consultant, to provide advisory services to the compensation committee for executive compensation matters, including for a portion of 2024. In May 2024, the compensation committee changed its independent compensation consultant to Semler Brossy, which advised as to compensation for the remainder of 2024. The compensation committee has determined that, for the portion of the year for which each was engaged, both Willis Towers Watson and Semler Brossy were independent and that there was no conflict of interest resulting from retaining Willis Towers Watson or Semler Brossy. 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 2024, the compensation committee reviewed and analyzed the compensation analysis and market data provided by its compensation consultants. 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 2024 compensation determinations, the compensation committee considered compensation data from the public filings of the following companies:

  11. Compensation-Setting Factors

    The peer group used to evaluate 2024 compensation was updated from 2023, with the aim of establishing a comprehensive group of peer companies that are comparable to the Company’s size, growth orientation, and business strategy. As proposed by Semler Brossy, the compensation committee approved adjustments to the peer group in July 2024 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, eight companies (Alignment Healthcare, Inc., Astrana Health, Inc., Evolent Health, Inc., Premier, Inc., Privia Health Group, Inc., RadNet, Inc., Sotera Health Company, and Teladoc Health, Inc.) were added to our peer group for 2024 and three companies (Maravai LifeSciences Holdings, Inc., MultiPlan Corporation, and Tandem Diabetes Care) 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 our compensation decision-making process. Use of Peer Group The compensation committee reviewed our named executive officer compensation against the 2024 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 generally sought to align compensation for our named executive officers to approximately the 65th percentile of our peer group gradually over a two-year period, the compensation committee considered this data as only one factor in its compensation determination process.

  12. 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 objectives of motivating, rewarding, attracting, and retaining high caliber management deemed essential to ensuring our success and aligning executive compensation with our short- and long-term objectives, business strategy, and financial performance. 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 2024 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 (including compensation in respect of outstanding equity awards granted in prior years) 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, other than Mr. Schlanger, were below market practices. In an effort to improve alignment with the market for their positions, in recognition of the criticality of their roles, and, where applicable, their increased responsibilities, the compensation committee determined to increase the base salaries of our NEOs, other than Mr. Schlanger, to a level that is market competitive. Such increases are being implemented gradually over a two-year period, with two thirds of the overall increase being reflected in 2024 base salaries and with the aim for the remainder of the increases to be reflected in 2025 base salaries, subject to further review by the compensation committee. The following table sets forth the annualized base salaries of our named executive officers for 2024 and 2023:

  13. 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 our corporate goals and also measured against their own defined job responsibilities. In 2024, our named executive officers participated in our annual cash incentive bonus program at the following target percentages of base salary as of December 31, 2024:

  14. Elements of Executive Compensation

    The target bonus opportunities for all NEOs remained the same from 2023 to 2024. For 2024, the maximum achievement opportunity for all executives remained the same limit as 2023, 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 determined by the compensation committee. Payments under Our 2024 Bonus Program For 2024, 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 and strategic metrics and individual performance metrics (the “2024 Bonus Program”). Bonus payments made under the 2024 Bonus Program are entirely performance-based, are not guaranteed, and may vary materially from year to year. Under the 2024 Bonus Program, the compensation committee assessed whether or not the applicable Company performance goals had been met or exceeded and, based on this performance assessment and each executive’s individualized 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 2024 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. 2024 Bonus Program Performance Objectives The 2024 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 2024 bonuses.

  15. Elements of Executive Compensation

    2024 Bonus Payout Results In February 2025, 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 a goal’s achievement directly impacted Company revenue. Due to increases in the base salaries of our NEOs in order to better align our executive compensation program with our peer companies, as discussed above, the target bonus opportunity (which represents a percentage of the NEO’s base salary) for 2024 for each of our NEOs, other than Mr. Schlanger, were proportionately increased and represented a year-over-year increase from 2023. Individual goal involvement and achievement for each NEO is summarized in the table below:

  16. Elements of Executive Compensation

    | Name | Target Bonus | Overall Assessment | Potential Payout Based on Actual Achievement of Performance Goals | Actual Bonus Payout | Specific Achievement | | Peter Anevski | $710,000 | Meets expectations | $645,327 | $568,000 | Responsible for achievement of our strategic initiatives for multi-year product expansion, transforming the business from a single-product company into a comprehensive benefit administrator across the full continuum of women’s health. | | Mark Livingston | $280,650 | Exceeds expectations | $259,095 | $224,520 | Material billing and collections improvement that resulted in a significant increase to our cash collections. | | David Schlanger | $250,000 | Meets expectations | $211,652 | $200,000 | Focused on advancement of strategic initiatives and M&A. | | Allison Swartz | $181,500 | Exceeds expectations | $164,838 | $145,200 | Exceeded licensing and accrediting goals; created operational enhancements to improve legal department and company-wide contracting process. | | Michael Sturmer | $386,588 | Meets expectations | $351,374 | $309,270 | Expansion of new client base and strategic partnerships, positioning the Company for strong future growth; significantly advanced our growth strategy through M&A and product development. |

  17. Elements of Executive Compensation

    The compensation committee determined that each of our NEOs either met or exceeded expectations during 2024. Based on the actual level of achievement of the corporate and individual performance goals applicable to each NEO, each NEO could have received a bonus payout as set forth in the column titled “Potential Payout Based on Actual Achievement of Performance Goals” in the table above. While the compensation committee valued and recognized the strong individual performance of each of our NEOs, to reflect the compensation committee’s commitment to awarding compensation based on overall corporate performance, the compensation committee ultimately determined to pay bonuses at 80% of the target level, which resulted in payouts at a lower level than would have been payable based on the actual level of achievement of each NEO’s applicable corporate and individual performance goals. The actual amounts earned under the 2024 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 its 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 2024 fiscal year. All equity awards granted to our NEOs in 2024 were made under the Progyny, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”).

  18. Elements of Executive Compensation

    | Named Executive Officer | 2024 Stock Options Granted | 2024 RSUs Granted | | Peter Anevski | — | — | | Mark Livingston(1) | 45,000 | 15,000 | | David Schlanger | — | — | | Allison Swartz(1) | 45,000 | 15,000 | | Michael Sturmer(2) | 600,000 | 250,000 |

  19. Elements of Executive Compensation

    ______________________ (1)On March 4, 2024, Mr. Livingston and Ms. Swartz each received a grant of 45,000 stock options at an exercise price of $35.48 and 15,000 RSUs as part of the Company’s annual merit grant process. Each such award vests as to 25% of the award on the first anniversary of the grant date, with the remaining 75% of each award vesting in equal quarterly installments on each quarterly anniversary thereafter over the next three years, subject to the executive’s continued service on each applicable vesting date. (2)On March 4, 2024, in recognition of significant increases in his duties and responsibilities; his significant efforts to drive the Company’s growth strategy through mergers and acquisitions, expansion of our client base, and the development of strategic partnerships; his leadership in our development of additional products to help us evolve from a single product to a multi-product company; the criticality of retaining him to continue to drive these efforts; and in light of the fact that a majority of the stock options previously granted to Mr. Sturmer have exercise prices that are significantly higher than our current stock price and no longer provided incentive or retentive value, the compensation committee determined to grant Mr. Sturmer 600,000 stock options at an exercise price of $35.48 and 250,000 RSUs as part of the Company’s annual merit grant process. Each such award vests as to 25% of the award on the first anniversary of the grant date, with the remaining 75% of each award vesting in equal quarterly installments on each quarterly anniversary thereafter over the next three years, subject to the executive’s continued service on each applicable vesting date. 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 stock 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 transition to their respective new 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 not yet been achieved. As such, Mr. Schlanger and Mr. Anevski had 41,500 and 125,000 PSUs, respectively, outstanding as of December 31, 2024. 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 2024.

  20. 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. In addition, in May 2024, our compensation committee approved the Progyny, Inc. Executive Severance Plan (the “Severance Plan”) for the benefit of certain executives of the Company. The Severance Plan provides for the payment of severance and other benefits to eligible participants in the event of an involuntary termination of employment by us without “cause,” a resignation of employment by a participant for “good reason,” or termination of a participant’s employment due to death or “disability” (each as defined in the Severance Plan). The benefits available under the Severance Plan are described in “Employment Arrangements, Severance, and Change in Control Benefits” below. The compensation committee believes the employment agreements and the Severance Plan are essential elements of our executive compensation program and assist the compensation committee in recruiting and retaining talented executives. The compensation committee also believes the benefits provided for under these arrangements 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, the employment agreements and the Severance Plan are in line with customary practices at an executive level at our peer companies.

  21. 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 stock options for cash or other securities without stockholder approval. We have the following practices regarding equity compensation grants: •It is the compensation committee’s policy to grant ordinary course annual equity awards on the day of the compensation committee’s regularly scheduled meeting held each year, which is scheduled approximately six months in advance. At the compensation committee meeting, the compensation committee approves each named executive officer’s equity award. •The Company does not schedule its equity grants in anticipation of the release of material nonpublic information nor does the Company time the release of material nonpublic information based on grant dates of equity. In the event material nonpublic information becomes known to the compensation committee prior to granting an equity award, the compensation committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. •Equity award accounting complies with generally accepted accounting principles in the United States and is transparently disclosed in our SEC filings.

  22. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information about the compensation of our named executive officers for the years ended December 31, 2024, December 31, 2023, and December 31, 2022. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  23. 2024 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 | 2024 | 780,000 | — | — | — | 568,000 | 13,112 | 1,361,112 | | | 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 | | Mark Livingston Chief Financial Officer | 2024 | 482,000 | — | 532,200 | 884,079 | 224,520 | 15,570 | 2,138,369 | | | 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 | | David Schlanger Executive Chairman | 2024 | 250,000 | — | — | — | 200,000 | 18,168 | 468,168 | | | 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 | | Allison Swartz EVP, General Counsel and Secretary | 2024 | 363,000 | — | 532,200 | 884,079 | 145,200 | 7,649 | 1,932,128 | | | 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 | 2024 | 546,000 | — | 8,870,000 | 11,787,720 | 309,270 | 12,244 | 21,525,234 | | | 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 |

  24. 2024 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 and for stock options, using Black-Scholes, excluding the estimated effect of forfeitures. The grant date fair values may differ from the approved values in the Compensation Discussion and Analysis because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. The assumptions used in calculating the grant date fair value of the stock options and stock awards reported in these columns 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 2024, 2023, and 2022, as applicable, based on the achievement of performance goals as determined by our compensation committee. (4)For Mr. Anevski for 2024, this amount includes 401(k) matching contributions of $9,500 and payment of term life insurance premiums of $3,612. For Mr. Livingston for 2024, this amount includes 401(k) matching contributions of $10,350; payment of term life insurance premiums of $3,612; and HSA employer contributions of $1,608. For Mr. Schlanger for 2024, this amount includes 401(k) matching contributions of $7,500 and payment of term life insurance premiums of $10,668. For Ms. Swartz for 2024, this amount includes 401(k) matching contributions of $6,893 and payment of term life insurance premiums of $756. For Mr. Sturmer for 2024, this amount includes 401(k) matching contributions of $10,180; payment of term life insurance premiums of $1,260; and HSA employer contributions of $804. 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. 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.

  25. Grants of Plan-Based Awards — Fiscal Year 2024

    Grants of Plan-Based Awards — Fiscal Year 2024 The following table shows all plan-based awards granted to the named executive officers during 2024.

  26. Grants of Plan-Based Awards — Fiscal Year 2024

    | | | | 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 | | — | 710,000 | 1,420,000 | | — | — | | — | — | | Mark Livingston | N/A | | — | 280,650 | 561,300 | | — | — | | — | — | | | 3/4/24(3) | | — | — | — | | 15,000 | — | | — | 532,200 | | | 3/4/24(3) | | — | — | — | | — | 45,000 | | 35.48 | 884,079 | | David Schlanger | N/A | | — | 250,000 | 500,000 | | — | — | | — | — | | Allison Swartz | N/A | | — | 181,500 | 363,000 | | — | — | | — | — | | | 3/4/24(3) | — | — | — | — | — | 15,000 | — | — | — | 532,200 | | | 3/4/24(3) | | — | — | — | | — | 45,000 | | 35.48 | 884,079 | | Michael Sturmer | N/A | | — | 386,588 | 773,176 | | — | — | | — | — | | | 3/4/24(3) | | — | — | — | | 250,000 | — | | — | 8,870,000 | | | 3/4/24(3) | | — | — | — | | — | 600,000 | | 35.48 | 11,787,720 |

  27. Grants of Plan-Based Awards — Fiscal Year 2024

    (1)These columns show the range of estimated payouts targeted for 2024 performance bonuses under our 2024 Bonus Program for our executive officers as described above in the section titled “Elements of Executive Compensation.” The actual cash bonus payments made in 2025 based on 2024 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 2024, computed in accordance with ASC Topic 718 and for stock options, using Black-Scholes, excluding the estimated effect of forfeitures. The grant date fair values may differ from the approved values in the Compensation Discussion and Analysis because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. 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 4, 2024, Mr. Livingston and Ms. Swartz each received grants of 45,000 stock options at an exercise price of $35.48 and 15,000 RSUs, and Mr. Sturmer received a grant of 600,000 stock options at an exercise price of $35.48 and 250,000 RSUs. Each such award vests as to 25% of the award on the first anniversary of the grant date, with the remaining 75% of each award vesting in equal quarterly installments on each quarterly anniversary thereafter over the next three years, subject to the executive’s continued service on each applicable vesting date.

  28. 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.”

  29. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows all outstanding equity awards held by the named executive officers as of December 31, 2024.

  30. Outstanding Equity Awards at 2024 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 | 400,000(2) | 400,000(2) | 39.39 | 10/17/2032 | — | — | — | — | | | 1/1/2022 | 687,500(3) | 312,500(3) | 50.35 | 12/31/2031 | — | — | — | — | | | 1/1/2022 | — | — | — | — | 78,125(3) | 1,347,656 | — | — | | | 1/1/2022 | — | — | — | — | — | — | 125,000(4) | 2,156,250 | | | 5/24/2019 | 715,556(5) | — | 3.95 | 5/23/2029 | — | — | — | — | | | 8/17/2018 | 34,042(6) | — | 1.50 | 8/16/2028 | — | — | — | — | | | 8/4/2017 | 472,107(6) | — | 0.91 | 8/3/2027 | — | — | — | — | | Mark Livingston | 3/4/2024 | — | 45,000(7) | 35.48 | 3/3/2034 | — | — | — | — | | | 3/4/2024 | — | — | — | — | 15,000(7) | 258,750 | — | — | | | 3/2/2023 | 8,750(8) | 11,250(8) | 36.23 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | 3,935(8) | 67,879 | — | — | | | 10/18/2022 | 125,000(2) | 125,000(2) | 39.39 | 10/17/2032 | — | — | — | — | | | 9/1/2021 | 203,125(9) | 46,875(9) | 56.29 | 8/31/2031 | — | — | — | — | | | 9/1/2021 | — | — | — | — | 14,061(9) | 242,552 | — | — | | | 3/3/2021 | 18,750(10) | 1,250(10) | 42.78 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 437(10) | 7,538 | — | — | | | 3/9/2020 | 6,186(11) | — | 23.16 | 3/8/2030 | — | — | — | — | | David Schlanger | 1/1/2022 | 228,940(3) | 104,060(3) | 50.35 | 12/31/2031 | — | — | — | — | | | 1/1/2022 | — | — | — | — | 26,250(3) | 452,813 | — | — | | | 1/1/2022 | — | — | — | — | — | — | 41,500(4) | 715,875 | | | 5/24/2019 | 1,309,022(5) | — | 3.95 | 5/23/2029 | — | — | — | — | | | 8/17/2018 | 202,794(6) | — | 1.50 | 8/16/2028 | — | — | — | — | | | 8/4/2017 | 232,229(6) | — | 0.91 | 8/3/2027 | — | — | — | — | | Allison Swartz | 3/4/2024 | — | 45,000(7) | 35.48 | 3/3/2034 | — | — | — | — | | | 3/4/2024 | — | — | — | — | 15,000(7) | 258,750 | — | — | | | 11/28/2022 | 87,503(12) | 87,497(12) | 36.92 | 11/27/2032 | — | — | — | — | | | 11/28/2022 | — | — | — | — | 30,000(12) | 517,500 | — | — | | Michael Sturmer | 3/4/2024 | — | 600,000(7) | 35.48 | 3/3/2034 | — | — | — | — | | | 3/4/2024 | — | — | — | — | 250,000(7) | 4,312,500 | — | — | | | 3/2/2023 | 8,750(8) | 11,250(8) | 36.23 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | 3,935(8) | 67,879 | — | — | | | 10/18/2022 | 150,000(2) | 150,000(2) | 39.39 | 10/17/2032 | — | — | — | — | | | 3/2/2022 | 13,750(13) | 6,250(13) | 44.53 | 3/1/2032 | — | — | — | — | | | 3/2/2022 | — | — | — | — | 2,185(13) | 37,691 | — | — | | | 3/3/2021 | 562,500(10) | 37,500(10) | 42.78 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 15,625(10) | 269,531 | — | — |

  31. Outstanding Equity Awards at 2024 Fiscal Year-End

    ______________________ (1)For stock awards, this value is based on the closing price of our common stock on December 31, 2024 of $17.25. (2)Each such award vested as to 25% of the award 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 on each applicable vesting date. (3)Each such award vested as to 25% of the award 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 on 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 on each applicable vesting date, as described above in the section titled “Elements of Executive Compensation.” (5)Each such award vested as to 25% of the award 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 on each applicable vesting date. (6)Each such award vested as to 25% of the award 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 on each applicable vesting date. (7)Each such award vested as to 25% of the award on March 4, 2025, with the remaining 75% of such award vesting in equal monthly installments on each quarterly anniversary thereafter over the next three years, subject to the executive’s continued service on each applicable vesting date. (8)Each such award vested as to 25% of the award 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 on each applicable vesting date. (9)Each such award vested as to 25% of the award 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 on each applicable vesting date. (10)Each such award vested as to 25% of the award 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 on each applicable vesting date. (11)Each such award vested as to 25% of the award 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 on each applicable vesting date. (12)Each such award vested as to 25% of the award 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 on each applicable vesting date. (13)Each such award vested as to 25% of the award 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 on each applicable vesting date.

  32. Option Exercises and Stock Vested — Fiscal Year 2024

    Option Exercises and Stock Vested — Fiscal Year 2024 The following table shows the number of shares acquired upon exercise of stock option awards and the vesting of stock awards during 2024 and the value realized upon such exercise and vesting.

  33. Option Exercises and Stock Vested — Fiscal Year 2024

    | | 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 | — | — | 62,500(2) | 1,885,938 | | Mark Livingston | 86,627(3) | 2,886,016 | 23,779(4) | 625,385 | | David Schlanger | 241,000 | 8,220,220 | 21,000(5) | 633,675 | | Allison Swartz | — | — | 15,000(6) | 393,225 | | Michael Sturmer | — | — | 67,315(7) | 1,749,446 |

  34. Option Exercises and Stock Vested — Fiscal Year 2024

    ______________________ (1)Represents the gross number of shares acquired on the exercise of stock 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 32,703 net shares. (3)After withholding shares sufficient to cover applicable taxes and fees upon the exercise of stock options, Mr. Livingston received a total of 37,665 net shares. (4)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Mr. Livingston received a total of 11,633 net shares. (5)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Mr. Schlanger received a total of 10,830 net shares. (6)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Ms. Swartz received a total of 9,435 net shares. (7)After withholding shares sufficient to cover applicable taxes and fees upon the vesting of RSUs, Mr. Sturmer received a total of 35,465 net shares. (8)Represents the value of the exercised stock options, calculated by multiplying (a) the number of vested stock options exercised by (b) the market price at time of exercise, less the exercise price of such stock 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 of the immediately preceding trading day. The individual totals may include multiple vesting transactions during the year.

  35. 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.

  36. 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, 2024 upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. 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.

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

    | Name | Benefit | Termination without Cause or Resignation for Good Reason (No Change in Control) ($) | Termination without Cause or Resignation for Good Reason following a Change in Control ($)(1) | Death ($) | Disability ($) | | Peter Anevski | Cash | 1,490,000(2) | 1,490,000(2) | — | — | | | Equity Acceleration | 3,234,375(3) | 3,503,906(4) | 3,503,906(5) | 1,347,656(6) | | | All Other Payments or Benefits | 35,074(7) | 35,074(7) | — | — | | | Total | 4,759,449 | 5,028,980 | 3,503,906 | 1,347,656 | | Mark Livingston | Cash | 762,650(2) | 762,650(2) | — | — | | | Equity Acceleration | 393,524(3) | 576,719(4) | 576,719(5) | 576,719(6) | | | All Other Payments or Benefits | 29,031(7) | 29,031(7) | — | — | | | Total | 1,185,205 | 1,368,400 | 576,719 | 576,719 | | David Schlanger | Cash | 500,000(2) | 500,000(2) | — | — | | | Equity Acceleration | 1,078,125(3) | 1,168,688(4) | 1,168,688(5) | 452,813(6) | | | All Other Payments or Benefits | 24,397(7) | 24,397(7) | — | — | | | Total | 1,602,522 | 1,693,085 | 1,168,688 | 452,813 | | Allison Swartz | Cash | 544,500(2) | 544,500(2) | — | — | | | Equity Acceleration | 371,996(3) | 776,250(4) | 776,250(5) | 776,250(6) | | | All Other Payments or Benefits | 23,803(7) | 23,803(7) | — | — | | | Total | 940,299 | 1,344,553 | 776,250 | 776,250 | | Michael Sturmer | Cash | 932,588(2) | 932,588(2) | — | — | | | Equity Acceleration | 2,216,591(3) | 4,687,601(4) | 4,687,601(5) | 4,687,601(6) | | | All Other Payments or Benefits | 9,795(7) | 9,795(7) | — | — | | | Total | 3,158,974 | 5,629,984 | 4,687,601 | 4,687,601 |

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

    ______________________ (1)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 the change in control. (2)Represents payment equal to (a) 12 months of the executive’s base salary at termination for the year ended December 31, 2024 and (b) the executive’s full target bonus for such year of termination (without proration assuming a termination date of December 31, 2024). (3)Represents the value of 12 months of unvested time-based equity awards and 100% of unvested performance-based equity awards that would be subject to accelerated vesting based upon the closing price of our common stock on December 31, 2024 of $17.25 (and less, in the case of stock option awards, the exercise price). These values do not include stock options that have an exercise price that is less than the closing price of our common stock on December 31, 2024 and as a result are underwater. (4)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 31, 2024 of $17.25 (and less, in the case of stock option awards, the exercise price). These values do not include stock options that have an exercise price that is less than the closing price of our common stock on December 31, 2024 and as a result are underwater. (5)Represents the value of (1) 100% of unvested time-based equity awards that would be subject to accelerated vesting and (2) for all NEOs (other than Ms. Swartz) 100% of unvested performance-based equity awards that would be subject to accelerated vesting based upon the closing price of our common stock on December 31, 2024 of $17.25. These values do not include stock options that have an exercise price that is less than the closing price of our common stock on December 31, 2024 and as a result are underwater. (6)Represents the value of 100% of unvested time-based equity awards that would be subject to accelerated vesting based upon the closing price of our common stock on December 31, 2024 of $17.25. These values do not include stock options that have an exercise price that is less than the closing price of our common stock on December 31, 2024 and as a result are underwater. (7)Represents the estimated costs of continuation of group health benefits for 12 months following the executive’s termination. For all NEOs, upon a termination by the Company (i) for “cause” (as defined in the relevant employment agreement or in the Severance Plan, as applicable, 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 or in the Severance Plan, as applicable), no severance benefits are payable to the NEO. Under the Severance Plan, and for Mr. Anevski and Mr. Schlanger under the terms of their respective employment agreements, 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.

  39. 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 2024, our chief executive officer’s annual total compensation was $1,361,112, and the median employee’s annual total compensation was $114,331. Accordingly, our CEO Pay Ratio for fiscal 2024 was approximately 12 to 1. The methodology, assumptions, and estimates used in determining our CEO Pay Ratio are described below.

  40. 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, 2024 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, 2024. We believe this consistently applied compensation measure reasonably reflects annual compensation across the Company’s employee base. As of December 31, 2024, we had 679 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.

  41. 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, 2023, and 2024. 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.

  42. 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) | | 2024 | 1,361,112 | (16,038,379) | 6,515,975 | (953,437) | 62.84 | 134.74 | 54,336 | 1,167,221 | | 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 |

  43. 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:

  44. Pay Versus Performance Table

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 1,361,112 | 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 | (14,121,283) | 4,879,355 | (3,368,117) | 5,284,970 | 18,392,284 | | Plus/Less, change in fair value from the end of the prior fiscal year to the vesting date of equity awards granted in prior years that vested in the year | (3,278,208) | 1,295,263 | (5,750,031) | 6,555,805 | 213,753 | | Compensation Actually Paid to PEOs | (16,038,379) | 7,268,130 | 31,304,264 | 12,703,237 | 19,593,349 |

  45. Pay Versus Performance Table

    (4)Non-PEO NEOs include the following for 2022, 2023, and 2024: 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:

  46. Pay Versus Performance Table

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Average Summary Compensation Table Total | 6,515,975 | 986,131 | 9,301,761 | 5,449,136 | 793,843 | | Less, average value of Stock Awards and Options Awards in Summary Compensation Table | (5,872,570) | (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 | 3,205,690 | 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 | (2,751,154) | 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, change in fair value from the end of the prior fiscal year to the vesting date of equity awards granted in prior years that vested in the year | (2,051,378) | 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 | (953,437) | 2,429,254 | (708,249) | 6,880,527 | 2,978,511 |

  47. 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 Annual Report on 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.

  48. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  49. 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, 2024: a.Revenue. The list only includes one financial performance measure, revenue, because that was the only financial performance measure used in 2024. In the “Compensation Discussion and Analysis” above, we describe 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.

  50. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  51. 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.

  52. 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 |

  53. 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.

  54. 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 |

  55. Non-Employee Director Compensation Policy

    Under our non-employee director compensation policy, directors are also eligible to receive annual equity awards consisting of stock options and RSUs. In November 2021, the non-employee director compensation policy was amended so that (i) commencing with the Company’s 2023 annual stockholders meeting, annual equity grants are awarded at each annual stockholders meeting instead of October of each fiscal year and (ii) such annual grants are reflected as dollar values rather than a fixed 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.

  56. 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 |

  57. Limit on Non-Employee Director Compensation

    Limit on Non-Employee Director Compensation Pursuant to the Company’s stockholder-approved equity compensation plan, the sum of the aggregate fair market value of all equity-based grants and cash fees paid to a single non-employee director for service as a non-employee director will not exceed (i) $750,000 in total value or (ii) in the event a non-employee director is first appointed or elected to the board of directors during such calendar year, $1,000,000 in total value. The following table sets forth information about the compensation earned by our non-employee directors for their service as a non-employee director for the year ended December 31, 2024.

  58. 2024 Director Compensation Table(6)

    2024 Director Compensation Table(6)

  59. 2024 Director Compensation Table(6)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Beth Seidenberg, M.D. | 58,800(2) | 195,643(3) | 392,759(3) | 647,202 | | Fred Cohen, M.D., D.Phil. | 50,000 | 167,678 | 365,687 | 583,365 | | Lloyd Dean | 40,000(4) | 139,741 | 338,585 | 518,326 | | Kevin Gordon | 40,000 | 139,741 | 338,585 | 518,326 | | Roger Holstein | 40,000(5) | 139,741 | 338,585 | 518,326 | | Jeff Park | 62,500 | 167,678 | 379,208 | 609,386 | | Norman Payson, M.D. | 47,500 | 167,678 | 352,121 | 567,299 | | Cheryl Scott | 40,000 | 139,741 | 338,585 | 518,326 |

  60. 2024 Director Compensation Table(6)

    ______________________ (1)Amounts reported represent the aggregate grant date fair value of stock options and RSUs granted to our directors in 2024 (fractional shares are not issued to non-employee directors). These shares are calculated in accordance with ASC Topic 718, with stock options valued using Black-Scholes, excluding the estimated effect of forfeitures. The underlying assumptions for these calculations can be found in Note 10 of our audited consolidated financial statements included in the Annual Report. These reported values do not necessarily reflect the actual economic value directors may realize from these awards. (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 May 24, 2023 to May 23, 2024 paid in this manner. As such, the total fees earned for services performed in 2024 includes 1,283 shares issuable upon the exercise of stock options that were granted on May 24, 2023 with an exercise price of $38.24 and fully vested on May 24, 2024. (3)Dr. Seidenberg resigned from the board of directors, effective November 25, 2024. In accordance with the terms of her applicable award agreements and the 2019 Plan, she forfeited her unvested stock options and unvested RSUs following her resignation from the board of directors. (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 a 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 2024 includes 790 shares issuable upon the exercise of stock options that were granted on May 24, 2023 with an exercise price of $38.24 and fully vested on May 24, 2024. (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 2024 includes 790 shares issuable upon the exercise of stock options that were granted on May 24, 2023 with an exercise price of $38.24 and fully vested on May 24, 2024. (6)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, 2024 by each non-employee director who was serving as of December 31, 2024.

  61. 2024 Director Compensation Table(6)

    | Name | Options Outstanding at Fiscal Year End (Exercisable) | Options Outstanding at Fiscal Year End (Unexercisable) | Restricted Stock Units Outstanding at Fiscal Year End(1) | | Lloyd Dean | 44,331 | 42,462 | 5,147 | | Fred Cohen, M.D., D.Phil. | 128,547 | 25,070 | 6,176 | | Kevin Gordon | 115,148 | 23,212 | 5,147 | | Roger Holstein | 92,155 | 23,212 | 5,147 | | Jeff Park | 139,064 | 25,997 | 6,176 | | Norman Payson, M.D. | 163,018 | 24,140 | 6,176 | | Cheryl Scott | 115,148 | 23,212 | 5,147 |

  62. 2024 Director Compensation Table(6)

    (1)All RSUs were unvested as of December 31, 2024 and will fully vest on May 23, 2025, subject to continued service.