DEF 14A of Progyny, Inc., Apr 10, 2026

DEF 14A of Progyny, Inc.

Filed Apr 10, 2026 · FY20250001551306-26-000055

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 this Annual Meeting; •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: Elizabeth Bierbower, Debra Morris, and Norman Payson, M.D., whose terms will expire at the 2028 annual meeting of stockholders. Each class consists of, as nearly as possible, one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Progyny. Mr. Dean, Mr. Gordon, and Ms. Scott are current members of our board of directors and have been nominated for election to serve as Class I directors. Each of these nominees was recommended to our board of directors by our nominating and corporate governance committee. Each nominee has agreed to stand for reelection at the Annual Meeting, and our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees will serve until the 2029 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 or director nominee should serve on the board. Our Board of Directors Unanimously Recommends a Vote FOR Each Class I Director Nominee Named Above.

  2. INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

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

  3. INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Principal Position | | Class I directors nominees for election at this Annual Meeting | | | | Lloyd Dean | 75 | Director | | Kevin Gordon | 63 | Director | | Cheryl Scott | 76 | Director | | Class II directors continuing in office until the 2027 annual meeting of stockholders | | | | Peter Anevski | 58 | Chief Executive Officer and Director | | Roger Holstein | 73 | Director | | Jeff Park | 54 | Lead Independent Director | | David Schlanger | 66 | Executive Chairman | | Class III directors continuing in office until the 2028 annual meeting of stockholders | | | | Norman Payson, M.D. | 77 | Director | | Debra Morris | 67 | Director | | Elizabeth Bierbower | 67 | Director |

  4. INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Set forth below is biographical information for the Class I 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 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. Mr. Dean has served on the board of directors of McDonald’s Corporation, a public company, since August 2015, and Surgery Partners, Inc., a public company, since February 2026. In addition, Mr. Dean currently serves on the board of directors of Guidehouse. Mr. Dean previously served on the board of directors of Wells Fargo & Company from 2005 to 2018 and Golden Arrow Merger Corp until January 2026. 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 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. She currently serves on a variety of private company and not-for-profit boards. Ms. Scott 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. In addition, Ms. Scott served as a member of the board of directors of Evolent Health, Inc., a public company, from November 2015 to December 2025. 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.

  6. 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 board of directors of privately held Nox Health. Mr. Holstein previously served on the board of directors of Quest Analytics from June 2017 until December 2025. 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. Mr. Park has served as a President of EVERSANA, which is a leading provider of global services to the life sciences industry, since August 2025. From November 2023 to August 2025, Mr. Park served as the President of Waltz Health, a digital health business that helps patients and payers save costs on prescription drugs, until Waltz Health was acquired by EVERSANA in August 2025. 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.

  7. Directors Continuing in Office until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office until the 2028 Annual Meeting of Stockholders 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 directors 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 Handpicked Health (formerly 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 currently serves as Executive Advisor to AccessHope, LLC and previously served as its President from November 2024 through December 2025. She 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. 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. and biote Corp, both public companies. 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 has served as a member of our board of directors since May 2025. From 2022 to 2023, Ms. Bierbower served 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 Inc., 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, Pennsylvania from 1989 to 1996. Ms. Bierbower currently serves on the board of directors of Option Care Health, a public company, and privately held Blue Sprig, Paradigm Corp., and Point32Health. She previously served on the board of directors of Iora Health, the American Telemedicine Association, and Quest Analytics. 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 managing operations and P&L in the healthcare industry.

  8. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  9. Stockholder Engagement and Responsive Actions to Stockholder Feedback

    | What We Heard | What We Did | | Concern about the size of the one-time equity awards granted in prior years, including those granted in 2024, to Michael Sturmer, our former president | The compensation committee worked with its independent compensation consultant to implement annual equity grant guidelines for our executives that are based on a target dollar amount. These annual equity guideline values were reviewed against competitive grant practices among our peers and the broader healthcare services industry and are intended to provide equity on an annual cadence to avoid the need for future one-time equity awards. The compensation committee also introduced a structured, dollar-based annual long-term incentive framework. Specifically, starting with 2025, the committee established a go-forward annual long-term incentive program with dollar-based target award levels and a defined mix of equity vehicles representing a fixed percentage of target long-term incentive to create greater structure and transparency in long-term award design. | | Reduce the use of discretion in the measurement and assessment of annual bonus payouts | The compensation committee approved several changes to the bonus program for fiscal year 2025 to increase financial rigor and reduce discretion. Specifically, the committee revised our annual bonus program to place greater emphasis on measurable performance and foster stronger alignment between annual incentives and core business objectives, including by taking the following actions: •Increased the weighting of financial metrics in our bonus program to 70% (from 50%) of the target bonus opportunity for each of our executives and reduced the individual performance scorecard weighting to 30%. •Introduced net bookings as a key financial metric, which is one of the key metrics we utilize to track execution of our strategic plan and the growth of committed revenue. •Established defined threshold, target, and maximum performance goals and corresponding payout levels for our financial metrics: revenue, Adjusted EBITDA, and net bookings. •Adopted goal and payout ranges to set a formulaic standard for determining the payout for actual results that fall below or above target levels for our financial metrics. | | Lack of performance-based vehicles in the long-term incentive program | The compensation committee decided to incorporate PSUs into the annual long-term incentive program. The PSUs are intended to comprise 30% of each of our NEO’s annual long-term incentive value (based on their target dollar value). The PSUs will vest after three years based on performance against annual revenue and Adjusted EBITDA goals, which are critical financial metrics that drive enterprise value and further align the long-term interests of our NEOs with those of our stockholders. |

  10. Details of Our Compensation Program

    Details of Our Compensation Program 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 achieve 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; and •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 our success. The program seeks to align executive compensation with our short- and long-term objectives, business strategy, and financial performance.

  11. 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 2025 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 2025 executive compensation were made by the compensation committee. Role of Compensation Consultant The compensation committee reserves the right to engage the services of outside advisors, experts, and others to assist in fulfillment of the committee’s mandate in accordance with its charter. Our compensation committee has retained Semler Brossy as its compensation consultant to advise the compensation committee on compensation and governance matters. The compensation committee has determined that Semler Brossy was independent and that there was no conflict of interest resulting from retaining Semler Brossy as an advisor to the committee. Role of Market Data and Peer Group On at least an annual basis, our compensation committee assesses our NEO compensation against competitive market data for 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. Our peer group review took into account multiple factors in which we selected companies that were similar in size, in the healthcare industry, including healthcare services, healthcare technology, and managed healthcare, and with similar direction on industry and business strategy. In particular, for 2025 compensation determinations, the compensation committee considered compensation data from the public filings of the following companies:

  12. Compensation-Setting Factors

    The peer group used to evaluate 2025 compensation was the same as 2024. The compensation committee approved adjustments to this group for 2026 compensation determinations, with input from Semler Brossy, to account for M&A activity among our peers. Specifically, for 2026, the committee approved the removal of R1 RCM Inc. from the peer group following its acquisition. 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-setting process. Use of Peer Group The compensation committee reviewed our named executive officer compensation against the peer group to ensure that the compensation for our named executive officers 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. The compensation committee assesses our named executive officers’ pay competitiveness using a holistic assessment of several factors, including market data, scope of responsibilities, tenure, skills, and experience. The committee does not rely on a quantitative formula or target a specific percentile in setting executive pay levels.

  13. Elements of Executive Compensation

    Elements of Executive Compensation Our executive 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 2025 equity program provided for serviced-based awards in stock options and restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) for 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 stage of 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 the base salaries of our executive officers annually (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. The compensation committee determined in 2023, with input from its former independent compensation consultant, that the base salaries for all NEOs at the time were below market-competitive levels. 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 serving at that time to a level that is market competitive. The committee elected to gradually implement such increases over the three-year period beginning in 2023 and ending in 2025. The compensation committee will continue to review base salaries on a regular basis, with input from its independent compensation consultant, and make adjustments as necessary to maintain pay levels that are competitive with similarly sized industry peers. The following table sets forth the annualized base salaries of our named executive officers for 2025 and 2024:

  14. Elements of Executive Compensation

    ______________________ (1)Ms. Cummings’ employment with the Company commenced on April 14, 2025. The salary shown represents Ms. Cummings annualized base salary rate as of December 31, 2025. Her actual base salary paid was prorated for the portion of the year she served in this role. (2)Mr. Clapp’s employment with the Company commenced on March 17, 2025. The salary shown represents Mr. Clapp’s annualized base salary rate as of December 31, 2025. His actual base salary paid was prorated for the portion of the year he served in this role. 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 150% of target levels based on achievement of financial 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. Bonus payments made under our annual cash incentive program are entirely performance based, are not guaranteed, and may vary materially from year to year. In 2025, our named executive officers participated in our annual cash incentive bonus program at the following target percentages of base salary as of December 31, 2025:

  15. Elements of Executive Compensation

    ______________________ (1)Ms. Cummings’ employment with the Company commenced on April 14, 2025. (2)Mr. Clapp’s employment with the Company commenced on March 17, 2025. The target bonus opportunities for Mr. Livingston and Ms. Swartz increased from 2024 to 2025 to increase market competitiveness. For 2025, the maximum achievement opportunity for all executives was equal to 150% of their target bonus potential. 2025 Financial Component Incentive Metrics The Company’s annual cash incentive program is designed to align our executive’s compensation with the achievement of rigorous, pre-established financial and operational goals that support long-term stockholder value creation. Each year, the compensation committee undertakes a comprehensive review process to ensure that performance metrics are appropriately challenging, objectively measurable, and closely tied to the Company’s strategic priorities. The committee also evaluates prior-year outcomes, our business objectives, and market conditions each year to ensure the metrics continue to create a strong link between our executives’ pay and Company performance. Annual cash incentive payments relative to target for our named executive officers are based on the attainment of Company-wide financial goals (weighted 70%) and an individualized leadership assessment of each executive as determined by the compensation committee (weighted 30%). For 2025, our compensation committee selected the following performance metrics because they are critical drivers of our strategic business plan and our long-term success:

  16. Elements of Executive Compensation

    Following completion of a fiscal year, the compensation committee reviews and approves the payouts of the financial component of the annual bonus, which are based on a formulaic assessment of actual achievement against each of the metrics established by the committee at the beginning of the year. In addition, our chief executive officer (together with our senior human resources management team) reviews the performance of the Company and evaluates the individual performance of each executive officer, including the NEOs, against previously-determined individual goals. Our chief executive officer then makes recommendations to the compensation committee as to the respective annual bonus amounts to be awarded for the individual performance component for each NEO (other than himself). The compensation committee (in the absence of our chief executive officer) reviews the performance of our chief executive officer and determines the appropriate amount of attainment for the individual component of his annual bonus. Payments under Our 2025 Bonus Program For 2025, 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 “2025 Bonus Program”). The 2025 Bonus Program included a variety of specified financial, operational, and strategic performance criteria based on the measures that the compensation committee and the board of directors considered important for the short-term and long-term health of our business. At the time these objectives were set, the compensation committee determined that they were appropriately rigorous (and in some cases, aggressive) incentive targets for management. Financial Performance Factor The compensation committee set threshold (50%), target (100%), and maximum (150%) achievement levels for the financial performance goals in February 2025, which were used to assess payouts under the 2025 Bonus Program. For 2025, the compensation committee approved usage of a range for target achievement (a “flat zone”) of our revenue and Adjusted EBITDA metrics to allow for flexibility in addressing market uncertainty and volatility while rewarding strong financial performance. To the extent actual performance is achieved below the threshold performance level set for a performance metric, the payout factor for that metric is 0%. Under the 2025 Bonus Program, the compensation committee set bonus targets for the Adjusted EBITDA* and revenue performance goals at $192.0–$226.0* million and $1,175.0–$1,333.0 million, respectively. The net bookings targets were derived from the board-approved annual operating plan and were set at levels the compensation committee considered rigorous and aggressive. Based on the committee’s assessment of the financial performance goals for 2025 (including the Company’s achievement of Adjusted EBITDA* of $222 million* and revenue of $1,289 million for 2025), the compensation committee certified achievement of the financial performance factor of 85% (which is weighted 70% for overall bonus payouts for 2025). We have omitted disclosure of our net bookings performance metric because this information is competitively sensitive and we believe that disclosure of such information would result in competitive harm, as it would reveal detailed information about the Company’s anticipated revenue pipeline and operating plan at a level of specificity beyond what we otherwise report externally that could, in turn, provide competitors insight into our business strategy and operations and our approach to forecasting. As a result, competitors could adjust their own operational objectives or take other competitive measures in light of such information. *Adjusted EBITDA is a non-GAAP financial metric. We calculate Adjusted EBITDA as net income, adjusted to exclude depreciation and amortization; stock-based compensation expense; interest and other income, net; and provision for income taxes. Individual Performance Factor Our chief executive officer works with our senior human resources management team to assess individual performance against strategic goals set for each executive at the beginning of the year to determine achievement of the weighted individual performance factor. Assessment of the individual performance component is 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 their individual goals and measured against their own defined job responsibilities. The compensation committee used the objectives set forth below to determine individual performance achievement.

  17. Elements of Executive Compensation

    | Named Executive Officer | Assessment | Individual Performance Factor (30% of Bonus Payout) | | Peter Anevski | Led our initiative to grow demand to generate new sales lives by 2028. Implemented improvements that unlocked accelerated EBITDA growth. Made progress on advising our existing suite of products to become market leading. Further reduced barriers to care for members to improve experience. | 84% | | Mark Livingston | Achieved key performance goals while increasing the share of technology investment to support long-term growth. Reduced average costs of services through disciplined resource management. Implemented workflow improvements that strengthened cash collections and enhanced operational efficiency. | 97% | | Allison Swartz | Maintained strong compliance standards across the organization. Drove down average costs of services while laying the groundwork for expanded federal and public sector sales opportunities. | 84% | | Melissa Cummings | Contributed to achieving EBITDA performance goals through improved operational discipline. Drove efficiency across provider engagements and furthered initiatives to improve the overall member experience. | 88% | | Geoffrey Clapp | Successfully launched new initiatives aligned with the Company’s go-forward strategy. Grew utilization rates of services and advanced efforts to improve the member experience. | 75% |

  18. Elements of Executive Compensation

    2025 Bonus Payout Results In February 2026, 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, which is summarized in the table below.

  19. Elements of Executive Compensation

    | Named Executive Officer | Target Bonus | Financial Performance Factor (70% of Bonus Payout) | Individual Performance Factor (30% of Bonus Payout) | Actual Bonus Payout | | Peter Anevski | $870,000 | 85% | 84% | $736,890 | | Mark Livingston | $373,100 | 85% | 97% | $330,567 | | Allison Swartz | $266,175 | 85% | 84% | $225,450 | | Melissa Cummings(1) | $450,000 | 85% | 88% | $386,550 | | Geoffrey Clapp(1) | $276,250 | 85% | 75% | $226,525 |

  20. Elements of Executive Compensation

    ______________________ (1)Ms. Cummings’ and Mr. Clapp’s target bonuses were set as a percentage of their annualized base salaries in accordance with their respective employment agreements. The actual amounts earned under the 2025 Bonus Program are set forth 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 compensation program. Equity-based compensation fosters an ownership culture across all levels of the Company, incentivizes contributions to long-term business growth, and aligns the interests of our executives with those of our stockholders. We rely on 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. Commencing with 2025, our equity compensation program provides for awards in stock options (30% of target value), RSUs (40% of target value), and PSUs (30% of target value). We believe this mix of equity awards closely aligns the interests of our executives and our stockholders because stock options only have value to the extent the Company’s stock price increases from the stock price on the grant date, RSUs allow for retention and continuity of our leadership team that is critical to execute on our strategic business plan, and PSUs only have value if the Company achieves certain pre-determined goals. Introduction of PSUs to Annual Long-Term Incentive Program in 2025 In direct response to stockholder feedback and to further motivate our executives to drive critical financial objectives, we introduced PSUs as an annual, regular component of our long-term executive compensation program in 2025, which further leverages the performance-based nature of the compensation program and aligns the interests of our NEOs with long-term stockholder value creation. Our PSU program is based on financial metrics that are measured over a three-year performance period that consists of three equal annual measurement periods. The compensation committee believes that this design of setting and measuring performance annually enables setting rigorous targets and provides flexibility for the Company to adapt to setting goals in a volatile macro environment. Each year’s performance goals and corresponding payout ranges are approved by the compensation committee in the first quarter of the corresponding fiscal year. Achievement of the performance goals for an annual measurement period is determined by the compensation committee at the end of each fiscal year, and final vesting will only occur at the end of the three-year period based generally on continued employment through such final vesting date. The PSUs granted in 2025 may be earned between 0% and 150% of the target number of shares based on achievement of annual Adjusted EBITDA and revenue performance goals. Each of the three years are equally weighted, with performance against our Adjusted EBITDA performance goals and revenue performance goals comprising 70% and 30% of each year’s PSU achievement, respectively. The compensation committee established the Adjusted EBITDA and revenue threshold (50%), target (100%), and maximum (150%) performance goals for the 2025 annual measurement period in February 2025. The compensation committee utilized the same targets for Adjusted EBITDA and revenue for the 2025 annual measurement period as were utilized under our 2025 Bonus Program described above. Following the end of 2025, and based on the achievement levels of Adjusted EBITDA and revenue for 2025 as described above, the compensation committee certified the level of achievement of the performance goals for the 2025 annual measurement period at 100%. Performance goals for years 2 (2026) and 3 (2027) will be disclosed following completion of each of these measurement periods. 2025 Equity Awards The following table sets forth the target dollar value of stock options, RSUs, and PSUs granted to our named executive officers in fiscal year 2025. All equity awards granted to our NEOs in 2025 were made under the Progyny, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”).

  21. Elements of Executive Compensation

    | | | (in thousands) | | | | Named Executive Officer | 2025 Stock Options Granted(1) | 2025 RSUs Granted(1) | 2025 PSUs Granted(1) | Total | | Peter Anevski(2) | $2,100 | $2,800 | $2,100 | $7,000 | | Mark Livingston(3) | $600 | $800 | $600 | $2,000 | | Allison Swartz(4) | $375 | $500 | $375 | $1,250 | | Melissa Cummings(5) | $690 | $920 | $690 | $2,300 | | Geoffrey Clapp(6) | $450 | $600 | $450 | $1,500 |

  22. Elements of Executive Compensation

    (1)The stock option awards and RSU awards vest as to 33% of each award on the first anniversary of the grant date, with the remainder of each such award vesting in quarterly installments on each quarterly anniversary thereafter through the third anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. The PSUs may be earned between 0% and 150% based on the level of achievement of the specified revenue performance goal (weighted 30%) and Adjusted EBITDA performance goal (weighted 70%) during annual measurement periods for each of 2025, 2026, and 2027. Any earned PSUs for any annual measurement period will vest on the date the compensation committee certifies performance achievement with respect to the 2027 annual measurement period, subject to the executive’s continued service through such date. (2)On March 3, 2025, Mr. Anevski received a grant of 174,239 stock options at an exercise price of $22.00, 127,272 RSUs, and 95,453 PSUs as part of the Company’s annual merit grant process. (3)On March 3, 2025, Mr. Livingston received a grant of 49,783 stock options at an exercise price of $22.00, 36,363 RSUs, and 27,272 PSUs as part of the Company’s annual merit grant process. (4)On March 3, 2025, Ms. Swartz received a grant of 31,115 stock options at an exercise price of $22.00, 22,727 RSUs, and 17,042 PSUs as part of the Company’s annual merit grant process. (5)On April 14, 2025, Ms. Cummings received a grant of 56,741 stock options at an exercise price of $22.08, 41,667 RSUs, and 31,247 PSUs in connection with the commencement of her employment with the Company. (6)On March 17, 2025, Mr. Clapp received a grant of 39,120 stock options at an exercise price of $20.91, 28,694 RSUs, and 21,518 PSUs in connection with the commencement of his employment with the Company. 2022 Equity Awards As disclosed in our 2023 proxy statement, on January 1, 2022, Mr. Anevski received a grant of 1,000,000 stock options at an exercise price of $50.35, 250,000 RSUs, and 250,000 PSUs in connection with his transition to his new role as chief executive officer. These awards were intended to compensate him for the two prior years (2020 and 2021) during which he did not receive an equity award. The PSUs granted to Mr. Anevski in 2022 vested and were earned in two equal tranches in the event that specified rigorous corporate revenue targets (as determined by the compensation committee) were achieved over any four consecutive fiscal quarters between the grant date and the fifth anniversary of the grant date. Each tranche of PSUs could be earned at any point prior to the fifth anniversary of the grant date; provided that if either or both tranches had not been earned prior to such date they would be forfeited for no consideration. The design of the 2022 PSUs served to align certain of our key executives’ interests with those of our long-term stockholders, incentivized the achievement of sustained and strong Company financial performance, and created 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 that Mr. Anevski continued to be employed through the date of achievement of such target, the first tranche of the PSUs fully vested on October 31, 2023, resulting in the settlement of 125,000 PSUs to Mr. Anevski. During 2025, the Company achieved the revenue target associated with the second tranche of the PSUs over four consecutive fiscal quarters as approved by the compensation committee. Given that Mr. Anevski continued to be employed through the date of achievement of such target, the second tranche of the PSUs fully vested on October 31, 2025, resulting in the settlement of 125,000 PSUs to Mr. Anevski.

  23. 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 initial adoption of the Progyny, Inc. Executive Severance Plan (as amended in May 2025, 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.

  24. 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 first 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. In accordance with SEC rules, the following table presents information about stock options issued to our NEOs in fiscal year 2025 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material nonpublic information and ending one business day after the filings or furnishing of such report with the SEC.

  25. Responsible Equity Grant Practices

    | Named Executive Officer | Grant Date | Number of Shares Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Shares Underlying the Award between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately following the Disclosure of MNPI(1) | | Peter Anevski | 3/3/2025 | 174,239 | $22.00 | $2,099,995 | (4)% | | Mark Livingston | 3/3/2025 | 49,783 | $22.00 | $600,000 | (4)% | | Allison Swartz | 3/3/2025 | 31,115 | $22.00 | $375,000 | (4)% |

  26. Responsible Equity Grant Practices

    ______________________ (1)On March 3, 2025, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The percentage change in the closing market price of the Company’s common stock between the trading day ending immediately prior to the filing (February 28, 2025) and the trading day beginning immediately following the filing (March 4, 2025) is 4%.

  27. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information about the compensation of our named executive officers for the years ended December 31, 2025, December 31, 2024, and December 31, 2023. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  28. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Peter Anevski Chief Executive Officer | 2025 | 870,000 | — | 3,499,980 | 2,099,995 | 736,890 | 13,747 | 7,220,612 | | | 2024 | 780,000 | — | — | — | 568,000 | 13,112 | 1,361,112 | | | 2023 | 500,000 | — | — | — | 580,000 | 13,512 | 1,093,512 | | Mark Livingston Chief Financial Officer | 2025 | 533,000 | — | 999,988 | 600,000 | 330,567 | 16,819 | 2,480,374 | | | 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 | | Allison Swartz EVP, General Counsel and Secretary | 2025 | 409,500 | — | 624,976 | 375,000 | 225,450 | 10,225 | 1,645,151 | | | 2024 | 363,000 | — | 532,200 | 884,079 | 145,200 | 7,649 | 1,932,128 | | | 2023 | 350,000 | — | — | — | 190,000 | 6,222 | 546,222 | | Melissa Cummings Chief Operating Officer(4) | 2025 | 429,546 | — | 1,149,993 | 689,988 | 386,550 | 39,084 | 2,695,161 | | Geoffrey Clapp Chief Product Officer(5) | 2025 | 336,458 | — | 749,979 | 450,000 | 226,525 | 9,666 | 1,772,628 |

  29. 2025 Summary Compensation Table

    ______________________ (1)Amounts reported represent the aggregate grant date fair value of stock options, RSUs, and PSUs 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, RSUs, and PSUs reported in these columns are set forth in Note 11 of our audited consolidated financial statements included in the Annual Report. These amounts do not reflect the actual economic value that may be realized by the executive officers. For the PSUs granted in 2025, the grant date fair value of the awards (assuming maximum achievement of the performance goals) is as follows: for Mr. Anevski, $3,149,960; for Mr. Livingston, $899,976; for Ms. Swartz, $562,386; for Ms. Cummings, $1,034,912; and for Mr. Clapp, $674,912. (2)Amounts reported represent the named executive officers’ total performance-based cash bonuses earned for 2025, 2024, and 2023, as applicable, based on the achievement of performance goals as described in the Compensation Discussion and Analysis. (3)For Mr. Anevski for 2025, this amount includes 401(k) matching contributions of $9,350 and payment of term life insurance premiums of $4,397. For Mr. Livingston for 2025, this amount includes 401(k) matching contributions of $10,490 and payment of term life insurance premiums of $6,329. For Ms. Swartz for 2025 this amount includes 401(k) matching contributions of $8,684 and payment of term life insurance premiums of $1,541. For Ms. Cummings for 2025, this amount includes 401(k) matching contributions of $5,250; payment of term life insurance premiums of $2,924; and housing reimbursements of $30,910 in accordance with the terms of her employment agreement. For Mr. Clapp for 2025, this amount includes 401(k) matching contributions of $7,637 and payment of term life insurance premiums of $2,029. (4)Ms. Cummings’ employment with the Company commenced on April 14, 2025. (5)Mr. Clapp’s employment with the Company commenced on March 17, 2025.

  30. Grants of Plan-Based Awards — Fiscal Year 2025

    Grants of Plan-Based Awards — Fiscal Year 2025 The following table shows all plan-based awards granted to the named executive officers during 2025.

  31. Grants of Plan-Based Awards — Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Peter Anevski | N/A | — | 870,000 | 1,740,000 | — | — | — | — | — | — | — | | | 3/3/25 | — | — | — | — | — | — | 127,272 | — | — | 2,799,984 | | | 3/3/25 | — | — | — | 47,726 | 95,453 | 143,179 | — | — | — | 699,998 | | | 3/3/25 | — | — | — | — | — | — | — | 174,239 | 22.00 | 2,099,995 | | Mark Livingston | N/A | — | 373,100 | 746,200 | — | — | — | — | — | — | — | | | 3/3/25 | — | — | — | — | — | — | 36,363 | — | — | 799,986 | | | 3/3/25 | — | — | — | 13,635 | 27,272 | 40,907 | — | — | — | 199,995 | | | 3/3/25 | — | — | — | — | — | — | — | 49,783 | 22.00 | 600,000 | | Allison Swartz | N/A | — | 266,175 | 532,350 | — | — | — | — | — | — | — | | | 3/3/25 | — | — | — | — | — | — | 22,727 | — | — | 499,994 | | | 3/3/25 | — | — | — | 8,521 | 17,042 | 25,563 | — | — | — | 124,975 | | | 3/3/25 | — | — | — | — | — | — | — | 31,115 | 22.00 | 375,000 | | Melissa Cummings | N/A | — | 450,000 | 900,000 | — | — | — | — | — | — | — | | | 4/14/25 | — | — | — | — | — | — | 41,667 | — | — | 920,000 | | | 4/14/25 | — | — | — | 15,623 | 31,247 | 46,870 | — | — | — | 229,978 | | | 4/14/25 | — | — | — | — | — | — | — | 56,741 | 22.08 | 689,988 | | Geoffrey Clapp | N/A | — | 276,250 | 552,500 | — | — | — | — | — | — | — | | | 3/17/25 | — | — | — | — | — | — | 28,694 | — | — | 599,992 | | | 3/17/25 | — | — | — | 10,758 | 21,518 | 32,276 | — | — | — | 149,980 | | | 3/17/25 | — | — | — | — | — | — | — | 39,120 | 20.91 | 450,000 |

  32. Grants of Plan-Based Awards — Fiscal Year 2025

    ______________________ (1)Amounts reported represent the range of estimated payouts targeted for 2025 performance bonuses under our 2025 Bonus Program for our executive officers as described above in “Elements of Executive Compensation.” The actual cash bonus payments paid in 2026 based on 2025 performance are set forth in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation.” (2)Amounts reported represent awards of PSUs granted to each named executive officer in 2025 under the 2019 Plan. The PSUs may be earned between 0% and 150% based on the level of achievement of the specified revenue performance goal (weighted 30%) and Adjusted EBITDA performance goal (weighted 70%) during annual measurement periods for each of 2025, 2026, and 2027. Any earned PSUs for any annual measurement period will vest on the date the compensation committee certifies performance achievement with respect to the 2027 annual measurement period, subject to the executive’s continued service through such date. (3)Amounts reported represent awards of RSUs granted to each named executive officer in 2025 under the 2019 Plan. Each award vests as to 33% on the first anniversary of the grant date, with the remainder vesting in quarterly installments on each quarterly anniversary thereafter through the third anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (4)Amounts reported represent awards of stock options granted to each named executive officer in 2025 under the 2019 Plan. Each award vests as to 33% on the first anniversary of the grant date, with the remainder vesting in quarterly installments on each quarterly anniversary thereafter through the third anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (5)Amounts reported represent the aggregate grant date fair value of stock options, RSUs, and PSUs granted to our named executive officers in 2025, 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, RSUs, and PSUs reported in this column are set forth in Note 11 to our audited consolidated financial statements included in the Annual Report. These amounts do not reflect the actual economic value that may be realized by the executive officers.

  33. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows all outstanding equity awards held by the named executive officers as of December 31, 2025.

  34. Outstanding Equity Awards at 2025 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 | 3/3/25 | — | — | — | — | — | — | 95,453(2) | 2,451,233 | | | 3/3/25 | — | — | — | — | 127,272(3) | 3,268,345 | — | — | | | 3/3/25 | — | 174,239(3) | 22.00 | 3/2/2035 | — | — | — | — | | | 10/18/22 | 600,000(4) | 200,000(4) | 39.39 | 10/17/2032 | — | — | — | — | | | 1/1/22 | — | — | — | — | 15,625(5) | 401,250 | — | — | | | 1/1/22 | 937,500(5) | 62,500(5) | 50.35 | 12/31/2031 | — | — | — | — | | | 5/24/19 | 715,556(6) | — | 3.95 | 5/23/2029 | — | — | — | — | | | 8/17/18 | 34,042(7) | — | 1.50 | 8/16/2028 | — | — | — | — | | | 8/4/17 | 472,107(7) | — | 0.91 | 8/3/2027 | — | — | — | — | | Mark Livingston | 3/3/25 | — | — | — | — | — | — | 27,272(2) | 700,345 | | | 3/3/25 | — | — | — | — | 36,363(3) | 933,802 | — | — | | | 3/3/25 | — | 49,783(3) | 22.00 | 3/2/2035 | — | — | — | — | | | 3/4/24 | — | — | — | — | 8,435(8) | 216,611 | — | — | | | 3/4/24 | 19,690(8) | 25,310(8) | 35.48 | 3/3/2034 | — | — | — | — | | | 3/2/23 | — | — | — | — | 2,185(9) | 56,111 | — | — | | | 3/2/23 | 13,750(9) | 6,250(9) | 36.23 | 3/1/2033 | — | — | — | — | | | 10/18/22 | 187,500(4) | 62,500(4) | 39.39 | 10/17/2032 | — | — | — | — | | | 9/1/21 | 250,000(10) | — | 56.29 | 8/31/2031 | — | — | — | — | | | 3/3/21 | 20,000(11) | — | 42.78 | 3/2/2031 | — | — | — | — | | | 3/9/20 | 6,186(12) | — | 23.16 | 3/8/2030 | — | — | — | — | | Allison Swartz | 3/3/25 | — | — | — | — | — | — | 17,042(2) | 437,639 | | | 3/3/25 | — | — | — | — | 22,727(3) | 583,629 | — | — | | | 3/3/25 | — | 31,115(3) | 22.00 | 3/2/2035 | — | — | — | — | | | 3/4/24 | — | — | — | — | 8,435(8) | 216,611 | — | — | | | 3/4/24 | 19,690(8) | 25,310(8) | 35.48 | 3/3/2034 | — | — | — | — | | | 11/28/22 | — | — | — | — | 15,000(13) | 385,200 | — | — | | | 11/28/22 | 131,252(13) | 43,748(13) | 36.92 | 11/27/2032 | — | — | — | — | | Melissa Cummings | 4/14/25 | — | — | — | — | — | — | 31,247(2) | 802,423 | | | 4/14/25 | — | — | — | — | 41,667(14) | 1,070,009 | — | — | | | 4/14/25 | — | 56,741(14) | 22.08 | 4/13/2035 | — | — | — | — | | Geoffrey Clapp | 3/17/25 | — | — | — | — | — | — | 21,518(2) | 552,582 | | | 3/17/25 | — | — | — | — | 28,694(15) | 736,862 | — | — | | | 3/17/25 | — | 39,120(15) | 20.91 | 3/16/2035 | — | — | — | — |

  35. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)For stock awards, this value is based on the closing price of our common stock on December 31, 2025 of $25.68. (2)Represents awards of PSUs granted to each named executive officer in 2025 under the 2019 Plan. The PSUs may be earned between 0% and 150% based on the level of achievement of the specified revenue performance goal (weighted 30%) and Adjusted EBITDA performance goal (weighted 70%) during annual measurement periods for each of 2025, 2026, and 2027. Any earned PSUs for any annual measurement period will vest on the date the compensation committee certifies performance achievement with respect to the 2027 annual measurement period, subject to the executive’s continued service through such date. The amounts in the table reflect actual achievement of the performance goals for the 2025 annual measurement period (100%) and reflect target achievement (100%) of the performance goals for any annual measurement periods that were not completed as of December 31, 2025. (3)Each award vested as to 33% on March 3, 2026, with the remainder vesting in quarterly installments on each quarterly anniversary thereafter through the third anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (4)Each award vested as to 25% on October 18, 2023, with the remainder vesting in equal quarterly installments on each quarterly anniversary thereafter through the fourth anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (5)Each award vested as to 25% on January 1, 2023, with the remainder vesting in equal quarterly installments on each quarterly anniversary thereafter through the fourth anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (6)Each award vested as to 25% on May 23, 2020, with the remainder vesting in equal monthly installments on each monthly anniversary thereafter through the fourth anniversary of the grant date. (7)The award granted on August 17, 2018 vested as to 25% on January 16, 2018, with the remainder vesting in equal monthly installments on each monthly anniversary thereafter through the fourth anniversary of the grant date. The award granted on August 4, 2017 vested as to 25% on January 16, 2018, with the remainder vesting in equal monthly installments on each monthly anniversary thereafter through the fourth anniversary of the grant date. (8)Each award vested as to 25% on March 4, 2025, with the remainder vesting in equal quarterly installments on each quarterly anniversary thereafter through the fourth anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (9)Each award vested as to 25% on March 2, 2024, with the remainder vesting in equal quarterly installments on each quarterly anniversary thereafter through the fourth anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (10)Each award vested as to 25% on September 1, 2022, with the remainder vesting in equal quarterly installments on each quarterly anniversary thereafter through the fourth anniversary of the grant date. (11)Each award vested as to 25% on February 26, 2022, with the remainder vesting in equal quarterly installments on each quarterly anniversary thereafter through the fourth anniversary of the grant date. (12)Each award vested as to 25% on March 9, 2021, with the remainder vesting in equal quarterly installments on each quarterly anniversary thereafter through the fourth anniversary of the grant date. (13)Each award vested as to 25% on November 28, 2023, with the remainder vesting in equal monthly installments on each monthly anniversary thereafter through the fourth anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (14)Each award vests as to 33% on April 14, 2026, with the remainder vesting in quarterly installments on each quarterly anniversary thereafter through the third anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date. (15)Each award vested as to 33% on March 17, 2026, with the remainder vesting in quarterly installments on each quarterly anniversary thereafter through the third anniversary of the grant date, subject to the executive’s continued service through each applicable vesting date.

  36. Option Exercises and Stock Vested — Fiscal Year 2025

    Option Exercises and Stock Vested — Fiscal Year 2025 The following table shows the number of shares acquired upon exercise of stock option awards and the vesting of stock awards during 2025 and the value realized upon exercise or vesting, as applicable.

  37. Option Exercises and Stock Vested — Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Peter Anevski | — | — | 187,500(3) | 4,094,844 | | Mark Livingston | — | — | 22,813(4) | 516,272 | | Allison Swartz | — | — | 21,565(5) | 497,710 |

  38. Option Exercises and Stock Vested — Fiscal Year 2025

    ______________________ (1)Represents the gross number of shares acquired on the vesting of RSUs without taking into account any shares withheld to satisfy the applicable tax obligations. (2)Represents the value of 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. (3)After withholding shares sufficient to cover applicable taxes on the vesting of RSUs, Mr. Anevski received a total of 93,594 net shares. (4)After withholding shares sufficient to cover applicable taxes on the exercise of RSUs, Mr. Livingston received a total of 13,812 net shares. (5)After withholding shares sufficient to cover applicable taxes on the vesting of RSUs, Ms. Swartz received a total of 13,455 net shares.

  39. 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.

  40. 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, 2025 upon the occurrence of certain qualifying terminations of employment or a change in control, in each case, occurring on December 31, 2025. 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.

  41. 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 | 1,770,000(2) | 1,770,000(2) | — | — | | | Equity Acceleration | 3,476,076(3) | 6,762,024(4) | 6,762,024(5) | 6,762,024(6) | | | All Other Payments or Benefits | 52,593(7) | 52,593(7) | — | — | | | Total | 5,298,669 | 8,584,617 | 6,762,024 | 6,762,024 | | Mark Livingston | Cash | 923,100(2) | 923,100(2) | — | — | | | Equity Acceleration | 1,019,696(3) | 2,090,070(4) | 2,090,070(5) | 2,090,070(6) | | | All Other Payments or Benefits | 40,013(7) | 40,013(7) | — | — | | | Total | 1,982,809 | 3,053,183 | 2,090,070 | 2,090,070 | | Allison Swartz | Cash | 691,175(2) | 691,175(2) | — | — | | | Equity Acceleration | 1,030,531(3) | 1,737,582(4) | 1,737,582(5) | 1,737,582(6) | | | All Other Payments or Benefits | 50,365(7) | 50,365(7) | — | — | | | Total | 1,772,071 | 2,479,122 | 1,737,582 | 1,737,582 | | Melissa Cummings | Cash | 918,750(2) | 918,750(2) | — | — | | | Equity Acceleration | 898,242(3) | 2,076,699(4) | 2,076,699(5) | 2,076,699(6) | | | All Other Payments or Benefits | — | — | — | — | | | Total | 1,816,992 | 2,995,449 | 2,076,699 | 2,076,699 | | Geoffrey Clapp | Cash | 488,750(2) | 488,750(2) | — | — | | | Equity Acceleration | 565,120(3) | 1,107,667(4) | 1,476,047(5) | 552,582(6) | | | All Other Payments or Benefits | 34,861(7) | 34,861(7) | — | — | | | Total | 1,088,731 | 1,631,278 | 1,476,047 | 552,582 |

  42. 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 (or 6 months for Mr. Clapp) of the executive’s base salary at termination for the year ended December 31, 2025 and (b) the executive’s full target bonus for such year of termination (without proration assuming a termination date of December 31, 2025). (3)Represents the value of (a) 12 months (or 6 months for Mr. Clapp) of additional vesting for unvested time-based equity awards and (b) vesting of one-third of the PSUs granted to the NEOs in 2025 (at 100% achievement of performance goals) and forfeiture of the remaining PSUs. The values are based on the closing price of our common stock on December 31, 2025 of $25.68 (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, 2025 and as a result are underwater. (4)Represents the value of (a) 100% of all unvested time-based equity awards and performance-based equity awards that would be subject to accelerated vesting for all NEOs (other than Mr. Clapp) and (b) 100% of all unvested time-based equity awards that would be subject to accelerated vesting and the value of performance-based equity awards that would have vested as of December 31, 2025 for Mr. Clapp, based on the closing price of our common stock on December 31, 2025 of $25.68 (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, 2025 and as a result are underwater. (5)Represents the value of 100% of unvested time-based equity awards and performance-based equity awards that would be subject to accelerated vesting (and reflects actual achievement of the one-third portion of the PSUs for the 2025 annual measurement period at 100% and the remaining two-thirds of the PSUs for the uncompleted measurement periods at the target performance level). The values are based on the closing price of our common stock on December 31, 2025 of $25.68. 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, 2025 and as a result are underwater. (6)Represents the value of (a) 100% of unvested time-based equity awards that would be subject to accelerated vesting for all NEOs (other than Mr. Clapp) and (b) 100% of unvested performance-based equity awards that would be subject to accelerated vesting (and reflects actual achievement of the one-third portion of the PSUs for the 2025 annual measurement period at 100% and the remaining two-thirds of the PSUs for the uncompleted measurement periods at the target performance level). The values are based on the closing price of our common stock on December 31, 2025 of $25.68. 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, 2025 and as a result are underwater. (7)Represents the estimated costs of continuation of group health benefits for 12 months (or 6 months for Mr. Clapp) 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 NEOs. Under the Severance Plan, and for Mr. Anevski, Ms. Cummings, and Mr. Clapp under the terms of their employment agreements, if payments and benefits provided to an NEO would constitute an “excess parachute payment” for purposes of Section 280G of the Code, the NEO will either have their payments and benefits reduced to the highest amount that could be paid without triggering Section 280G or receive the after-tax amount of their 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.

  43. 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 2025, our chief executive officer’s annual total compensation was $7,220,612 and the median employee’s annual total compensation was $156,677. Accordingly, our CEO Pay Ratio for fiscal 2025 was approximately 46:1. The methodology, assumptions, and estimates used in determining our CEO Pay Ratio are described below.

  44. 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, 2025 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, 2025. We believe this consistently applied compensation measure reasonably reflects annual compensation across the Company’s employee base. As of December 31, 2025, we had 855 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.

  45. 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, 2021, 2022, 2023, 2024, and 2025. 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.

  46. 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) ($) | Adjusted EBITDA (thousands) ($)(8) | | 2025 | 7,220,612 | 10,338,859 | 2,148,329 | 2,716,064 | 60.58 | 136.40 | 58,520 | 222,092 | | 2024 | 1,361,112 | (16,038,379) | 6,515,975 | (953,437) | 62.84 | 134.74 | 54,336 | 198,760 | | 2023 | 1,093,512 | 7,268,130 | 986,131 | 2,429,254 | 135.45 | 133.85 | 62,037 | 187,076 | | 2022 | 68,580,072 | 31,304,264 | 9,301,761 | (708,249) | 113.48 | 133.44 | 30,358 | 125,690 | | 2021 | 862,462 | 12,703,237 | 5,449,136 | 6,880,527 | 183.42 | 138.35 | 65,769 | 67,347 |

  47. Pay Versus Performance Table

    ______________________ (1)Mr. Schlanger served as our chief executive officer from January 2017 to December 2021. Mr. Anevski has served as our chief executive officer since January 1, 2022. (2)The fair values of RSUs, PSUs, and stock options included in the CAP to our PEO 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 PEO represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  48. Pay Versus Performance Table

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 7,220,612 | 1,361,112 | 1,093,512 | 68,580,072 | 862,462 | | Less, value of Stock Awards and Option Awards in Summary Compensation Table | (5,599,975) | — | — | (67,568,600) | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 6,388,355 | — | — | 39,410,940 | — | | Plus/Less, year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 809,756 | (14,121,283) | 4,879,355 | (3,368,117) | 5,284,970 | | 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 | 1,520,110 | (3,278,208) | 1,295,263 | (5,750,031) | 6,555,805 | | Compensation Actually Paid to PEO | 10,338,859 | (16,038,379) | 7,268,130 | 31,304,264 | 12,703,237 |

  49. Pay Versus Performance Table

    (4)For 2025, the non-PEO NEOs include Mr. Livingston, Ms. Swartz, Ms. Cummings, and Mr. Clapp. For 2024, 2023, and 2022, the non-PEO NEOs include 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. (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:

  50. Pay Versus Performance Table

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Average Summary Compensation Table Total | 2,148,329 | 6,515,975 | 986,131 | 9,301,761 | 5,449,136 | | Less, average value of Stock Awards and Option Awards in Summary Compensation Table | (1,409,987) | (5,872,570) | (324,669) | (8,766,978) | (4,777,735) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,628,130 | 3,205,690 | 328,179 | 5,604,053 | 3,820,260 | | Plus/Less, average year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 199,427 | (2,751,154) | 938,008 | (3,796,209) | 1,617,046 | | Plus, average fair value of equity awards granted and vested in the year | — | — | — | — | — | | 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 | 150,165 | (2,051,378) | 501,605 | (3,050,876) | 1,950,757 | | Less, average fair value of equity awards granted in prior years that failed to meet vesting conditions in the year | — | — | — | — | (1,178,937) | | Average Compensation Actually Paid to non-PEO NEOs | 2,716,064 | (953,437) | 2,429,254 | (708,249) | 6,880,527 |

  51. 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 pursuant to Item 201(e) of Regulation S-K. (7)The total shareholder return and peer group total shareholder return are five-year cumulative returns assuming an initial fixed investment of $100 and that all dividends, if any, were reinvested. (8)Adjusted EBITDA is a non-GAAP financial metric. We calculate Adjusted EBITDA as net income, adjusted to exclude depreciation and amortization; stock-based compensation expense; interest and other income, net; and provision for income taxes. The Company selected Adjusted EBITDA 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, Adjusted EBITDA is used as a performance metric in both our annual bonus program and our long-term equity incentive program for our PSUs, which are eligible to be earned based on achievement of specific Adjusted EBITDA targets.

  52. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  53. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025: a.Revenue b.Adjusted EBITDA c.Net bookings In the Compensation Discussion and Analysis, 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.

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  55. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy, 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 is eligible to receive cash compensation as well as equity awards for their service on the board and committees thereof. Under our non-employee director compensation policy in effect for 2025 (the “2025 Director Compensation Policy”), each of our non-employee directors was paid cash compensation as set forth in the table 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.

  56. 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 |

  57. Non-Employee Director Compensation Policy

    In addition to cash compensation, under the 2025 Director Compensation Policy, each of our non-employee directors was awarded an initial option grant 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 were 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.

  58. 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 |

  59. Non-Employee Director Compensation Policy

    Under the 2025 Director Compensation Policy, directors were 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 were awarded at each annual stockholders meeting instead of October of each fiscal year and (ii) such annual grants were 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.

  60. 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 |

  61. 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. This limit applies in addition to the individual limits included in our 2025 Director Compensation Policy. 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, 2025.

  62. 2025 Director Compensation Table(1)

    2025 Director Compensation Table(1)

  63. 2025 Director Compensation Table(1)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Total ($) | | Elizabeth Bierbower | 24,200 | — | 517,940 | 542,140 | | Fred Cohen, M.D., D.Phil.(3) | 19,600 | — | — | 19,600 | | Lloyd Dean | 44,500 | 167,663 | 378,025 | 590,188 | | Kevin Gordon | 52,100 | 167,663 | 456,905 | 676,668 | | Roger Holstein | 46,000 | 167,663 | 417,476 | 631,139 | | Debra Morris | 38,400(4) | — | 509,561 | 547,961 | | Jeff Park | 73,200(5) | 195,614 | 392,757 | 661,570 | | Norman Payson, M.D. | 42,900 | 139,733 | 338,585 | 521,218 | | Cheryl Scott | 40,000 | 139,733 | 338,585 | 518,318 |

  64. 2025 Director Compensation Table(1)

    ______________________ (1)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 as an employee of the Company is set forth in the Summary Compensation Table above. (2)Amounts reported represent the aggregate grant date fair value of stock options and RSUs granted to our directors in 2025 (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 11 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. (3)Dr. Cohen did not stand for reelection at the Company’s 2025 annual meeting of stockholders. Accordingly, his term expired at the end of the 2025 annual meeting of stockholders. In accordance with the terms of the applicable award agreements and the 2019 Plan, Dr. Cohen forfeited his unvested stock options and unvested RSUs following the expiration of his term. (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. Ms. Morris chose to have a 100% of her retainer for the period from May 22, 2025 to May 21, 2026 paid in this manner. As such, the total fees earned for services performed in 2025 includes 2,204 shares issuable upon the exercise of stock options that were granted on May 22, 2025 with an exercise price of $20.89 and fully vest on May 22, 2026. In addition, on May 22, 2025, Ms. Morris received 1,387 shares issuable upon the exercise of stock options as prepayment of fees to be earned. The terms of this award are the same as the May 22, 2025 award described above. (5)Pursuant to the non-employee director compensation policy, directors have the option to receive their annual cash compensation in the form of stock options. Mr. Park chose to have a 100% of his retainer for the period from May 22, 2025 to May 21, 2026 paid in this manner. As such, the total fees earned for services performed in 2025 includes 3,581 shares issuable upon the exercise of stock options that were granted on May 22, 2025 with an exercise price of $20.89 and fully vest on May 22, 2026. In addition, on May 22, 2025, Mr. Park received 2,254 shares issuable upon the exercise of stock options as prepayment of fees to be earned. The terms of this award are the same as the May 22, 2025 award described above. The table below shows the aggregate number of stock option awards (exercisable and unexercisable) and RSUs held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.

  65. 2025 Director Compensation Table(1)

    | Name | Stock Options Outstanding at Fiscal Year End (Exercisable) | Stock Options Outstanding at Fiscal Year End (Unexercisable) | RSUs Outstanding at Fiscal Year End(1) | | Elizabeth Bierbower | — | 44,000 | — | | Lloyd Dean | 78,543 | 42,067 | 8,026 | | Kevin Gordon | 138,360 | 40,649 | 8,026 | | Roger Holstein | 115,367 | 37,234 | 8,026 | | Debra Morris | — | 47,591 | — | | Jeff Park | 165,061 | 41,100 | 9,364 | | Norman Payson, M.D. | 150,934 | 30,401 | 6,689 | | Cheryl Scott | 138,360 | 30,401 | 6,689 |

  66. 2025 Director Compensation Table(1)

    (1)All RSUs were unvested as of December 31, 2025 and will fully vest on May 22, 2026, subject to continued service.