Allison Swartz
About Allison Swartz
Allison Swartz, age 36, serves as Executive Vice President, General Counsel and Secretary of Progyny (PGNY) since November 2022. She previously held senior legal roles at K Health, Centene/Superior HealthPlan, and was a Lecturer in Law at the University of Glasgow; she holds a B.S. in History, an M.A. in Healthcare Administration, and a J.D. from the University of Maryland . Company performance relevant to pay-for-performance: 2024 revenue was $1,167.2M and net income $54.3M (vs. 2023 revenue $1,088.6M, net income $62.0M), and PGNY’s 2024 five-year cumulative TSR metric in the pay-versus-performance table is 62.84 (peer group TSR 134.74) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centene Corporation / Superior HealthPlan (Texas) | Regional General Counsel & Privacy Officer; General Counsel of Superior HealthPlan Inc. | 2015–2021 | Legal leadership at largest U.S. managed care organization; compliance and privacy oversight . |
| K Health Inc. | Deputy General Counsel | Not disclosed | Growth-stage digital health; scaled legal/commercial support . |
| Progyny | Executive Vice President, General Counsel and Secretary | Nov 2022–present | Led licensing/accreditation goals; improved contracting processes company-wide . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Glasgow | Lecturer in Law | 2021–2022 | Academic instruction; external legal expertise . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $33,205 | $350,000 | $363,000 |
| Target Bonus (%) | Up to 50% starting FY23 per employment agreement (N/A for FY22 program) | 50% | 50% |
| Non-Equity Incentive (Actual Bonus $) | — (no FY22 program bonus; separate discretionary discussed below) | $190,000 | $145,200 |
| All Other Compensation ($) | $149 | $6,222 | $7,649 |
Additional FY2022 one-time awards per employment agreement: sign-on bonus $100,000 and discretionary performance bonus $40,000; initial equity grants of 175,000 options and 60,000 RSUs .
Performance Compensation
Annual Bonus – 2024 (Program design and payout)
| Item | Detail |
|---|---|
| Target Bonus ($) | $181,500 |
| Committee Assessment | Exceeds expectations (licensing/accrediting goals; contracting process improvements) |
| Potential Payout Based on Achievement | $164,838 |
| Actual Payout | $145,200 (80% of target applied uniformly across NEOs) |
| Performance Metrics Framework | Company operational/strategic metrics (revenue target substantially achieved; margin on incremental revenue partially achieved; backlog revenue substantially achieved; employee retention exceeded; digital engagement met; expanded products utilization substantially achieved; member/client satisfaction met/exceeded; superior clinical outcomes exceeded). No pre-set weightings; judgment-based assessment . |
Equity Grants – 2024
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 03/04/2024 | RSUs | 15,000 | — | 25% on 1st anniversary; remaining 75% vest in equal quarterly installments over 3 years | 532,200 |
| 03/04/2024 | Stock Options | 45,000 | $35.48 | Same schedule as above | 884,079 |
Prior-Year Vests/Realization (for insider selling pressure context)
| Year | Shares Acquired on Vesting (RSUs) | Value Realized ($) |
|---|---|---|
| 2023 | 15,000 | 512,700 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 133,252 shares; <1% of outstanding (85,668,392 shares as of record date) . |
| Options – Exercisable | 87,503 (grant 11/28/2022, exercise price $36.92, expiration 11/27/2032) . |
| Options – Unexercisable | 87,497 (11/28/2022 grant); 45,000 (03/04/2024 grant at $35.48) . |
| RSUs – Unvested | 30,000 (11/28/2022; market value $517,500 at $17.25); 15,000 (03/04/2024; market value $258,750) . |
| In-the-Money Status | As of 12/31/2024, PGNY closed at $17.25; Swartz’s option exercise prices ($35.48/$36.92) were underwater, limiting near-term option exercise pressure . |
| Pledging/Hedging | Company prohibits pledging or hedging of Progyny stock . |
| Stock Ownership Guidelines | No formal executive ownership guidelines adopted; committee found existing holdings sufficient (2023–2024 review) . |
| Clawback Policy | Mandatory recovery of erroneously awarded incentive-based compensation for “Big R” and “little r” restatements; applies to current/former Section 16 officers; no committee discretion . |
Employment Terms
| Item | Detail |
|---|---|
| Employment Agreement | Effective Oct 26, 2022 (start Nov 28, 2022) as EVP, General Counsel . |
| Initial Cash Terms | Base salary $350,000; eligible for annual discretionary performance bonus up to 50% of base starting FY2023 . |
| FY2022 One-time Cash | Sign-on bonus $100,000 (repayable if resignation/for-cause termination within 12 months); discretionary 2022 performance bonus $40,000 . |
| Initial Equity Grants | 175,000 options and 60,000 RSUs under 2019 Plan . |
| Severance (Agreement) | No severance under her individual employment agreement . |
| Severance Plan (May 2024) | Eligible participant: upon qualifying termination without cause/good reason: 12 months base salary; pro-rated annual bonus; subsidized COBRA for 12 months; time-based equity vesting for awards scheduled within 12 months; 100% vesting for performance-based awards; change-in-control (1 month prior/12 months after): 100% acceleration of time-based and PB awards; cash in lump sum; death/disability: 100% acceleration of time-based equity only . |
| Potential Payments (12/31/2024 hypothetical) | Cash $544,500; Equity Acceleration $371,996 (no CIC) or $776,250 (CIC/death/disability); Other Benefits $23,803; Total $940,299 (no CIC) / $1,344,553 (CIC) . |
Compensation Structure Observations
- Mix emphasizes at-risk pay via annual bonuses and long-term equity; RSUs for retention, options for stock price appreciation, PSUs used selectively for some NEOs; committee uses an independent consultant; clawback policy in effect; no tax gross-ups; no repricing without shareholder approval .
- 2024 bonus payouts were reduced to 80% of target despite actual achievement supporting higher amounts, signaling discipline on corporate performance alignment .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~97.6% support, indicating broad shareholder endorsement of compensation approach .
Investment Implications
- Alignment and retention: Material unvested RSUs (45,000) and underwater options reduce near-term selling pressure and support retention; no pledging/hedging allowed; clawback strengthens accountability .
- Severance/change-in-control economics: Under the May 2024 Severance Plan, cash equal to 12 months base plus target bonus and broad equity acceleration (especially on CIC) create predictable outcomes in transitions; for Swartz, modeled CIC total was ~$1.34M at 12/31/2024 .
- Performance linkage: 2024 bonus tied to operational metrics (revenue attainment; client/member outcomes; retention), with disciplined payout moderation; company identifies revenue as the primary financial performance measure in pay-versus-performance disclosures .
- Ownership: Beneficial ownership is modest (<1%); no formal ownership guideline, but prohibitions on hedging/pledging mitigate misalignment risks .
- Execution track record: Specific achievements cited (licensing/accreditation, contracting efficiency) support positive leadership assessment and bonus outcome .