Sector: Health Care
PROGYNY INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors: Lloyd Dean, Kevin Gordon, and Cheryl Scott
Mr. Dean joined the board in August 2022 (less than 24 months before the 3-year TSR measurement window closes), and while PGNY's 3-year stock decline of -47.9% trails the peer median by 19.7 percentage points — just under the 20-point trigger threshold for negative absolute TSR — no other disqualifying flags apply, so a FOR vote is warranted.
Mr. Gordon has served since October 2019 and thus has full tenure overlap with the underperformance period; however, PGNY's 3-year TSR underperformance versus the company-disclosed peer group median is 19.7 percentage points, which falls just below the 20-point trigger threshold required for a negative absolute TSR company, so the TSR trigger does not fire and a FOR vote is warranted.
Ms. Scott has served since October 2019 with full tenure overlap; the same analysis as Mr. Gordon applies — the 3-year peer underperformance gap of 19.7 percentage points is just below the 20-point threshold needed to trigger a No vote for a company with negative absolute 3-year TSR, and no other disqualifying flags are present.
All three Class I director nominees pass the TSR trigger test: PGNY's 3-year total shareholder return of -47.9% underperforms the company-disclosed compensation peer group median by 19.7 percentage points, which is just below the 20-point threshold required to trigger an AGAINST vote for a company with negative absolute 3-year TSR. No overboarding, independence, attendance, or qualification concerns were identified for any nominee. Lloyd Dean joined in August 2022, which is within the range where his tenure partially overlaps the underperformance period but does not worsen the outcome given the trigger does not fire regardless.
CEO
Peter Anevski
Total Comp
$7,220,612
Prior Support
35.7%%
The prior year Say on Pay vote received only 35.7% support — well below the 70% threshold that normally triggers a No vote if no changes are made — but the company has responded with substantive, documented reforms for 2025: it increased the financial-metrics weighting in annual bonuses from 50% to 70%, introduced measurable threshold/target/maximum performance goals, and added performance stock awards (comprising 30% of long-term incentive value) that vest based on revenue and adjusted EBITDA targets over three years. The CEO's total compensation of $7.2 million reflects a pay mix where base salary ($870,000) represents approximately 12% of total pay, well within the 40% fixed-pay ceiling, with the remaining 88% variable; this structure is consistent with policy requirements for a healthcare company at this market-cap level. Because the company engaged shareholders representing ~40% of shares outstanding, made concrete structural changes directly responsive to shareholder feedback, and the 2025 program now includes meaningful performance conditions, a FOR vote is appropriate despite the prior year's low support.
Auditor
Ernst & Young LLP
Tenure
14 yrs
Audit Fees
$1,193,000
Non-Audit Fees
$351,000
Ernst & Young LLP has audited Progyny since 2012 (approximately 14 years), well below the 25-year tenure threshold that would raise concerns; non-audit fees (tax services of $347,000 plus other fees of $4,000 = $351,000) represent approximately 29% of audit fees of $1,193,000, comfortably below the 50% threshold; and EY is a Big 4 firm appropriate for a $1.3 billion market-cap company, so all policy screens pass.
2 proposals submitted by shareholders
Proposal 4
This is a board-proposed charter amendment to remove supermajority voting requirements, which is a clear pro-shareholder governance improvement — supermajority thresholds make it harder for shareholders to effect change and are widely viewed as entrenchment tools. Eliminating them lowers the bar for shareholders to amend the charter or approve other matters, giving ordinary shareholders more meaningful voting power. This type of change is straightforwardly positive for shareholder rights and warrants a FOR vote.
Proposal 5
This board-proposed charter amendment removes a default supermajority voting requirement specifically for certain business combinations, which reduces a governance provision that entrenches the board's ability to block transactions that might benefit shareholders. Replacing a supermajority threshold with a majority standard for business combination votes gives shareholders a more meaningful say in significant corporate transactions. This is a pro-shareholder governance improvement and warrants a FOR vote.
The 2026 Progyny annual meeting ballot is largely straightforward: all three director nominees pass the TSR trigger test (the peer underperformance gap of 19.7 percentage points falls just short of the 20-point threshold), the auditor passes all fee and tenure screens, and the company's say-on-pay earns a FOR despite last year's 35.7% support because management made substantive, documented compensation reforms in direct response to shareholder feedback. The two board-proposed charter amendments to eliminate supermajority voting requirements are both clear governance improvements that deserve shareholder support.
19 companies disclosed in 2026 proxy filing
