Cheryl Scott
About Cheryl Scott
Cheryl Scott (age 75) is an independent director of Progyny, Inc., serving since October 2019. She holds a B.A. in Journalism and an M.H.A. from the University of Washington and is a Clinical Professor of Health Services there. Her background includes senior leadership in healthcare delivery and philanthropy (Group Health Cooperative CEO; Senior Advisor at the Bill & Melinda Gates Foundation) and ongoing advisory work as Main Principal of the McClintock Scott Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group Health Cooperative | President & CEO | Eight years | Led healthcare cooperative; governance and leadership experience |
| Bill & Melinda Gates Foundation | Senior Advisor | Jun 2006–Jul 2016 | Strategic philanthropic advisory in global health |
| McClintock Scott Group | Main Principal | Since Jul 2016 | Advisory leadership, healthcare expertise |
| University of Washington | Clinical Professor of Health Services | Current | Academic role in health services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Evolent Health, Inc. (NYSE: EVH) | Director | Since Nov 2015 | Public company directorship |
| Recreational Equipment, Inc. (REI) | Director; Board Chair | 2005–2017; 2015–2017 | Private co-op; prior chair role |
| Various Private/Non-Profit Boards | Director/Advisor | Ongoing | Not specified |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair. Not a member of Audit or Compensation committees .
- Independence: Board affirmatively determined Scott is independent under Nasdaq standards; a majority of directors are independent .
- Attendance and engagement: Board met 10 times; Audit 4, Compensation 4, Nominating 6; each director attended at least 75% of aggregate meetings. Independent directors held four executive sessions in 2024 .
- Board leadership: Jeff Park is Lead Independent Director; Executive Chairman is David Schlanger .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Standard non-employee director retainer |
| Committee chair fees | 0 | Not a chair; chair fees per policy: Audit $20,000; Compensation $10,000; Nominating $7,500 |
| Lead Independent Director supplement | 0 | Applies to lead director; Scott is not lead director |
| Meeting fees | Not disclosed | No separate per-meeting fees disclosed |
Director compensation mix (2024): Cash $40,000; equity (RSUs+options) $478,326; total $518,326. Equity comprised ~92% of total, indicating alignment with shareholder interests .
Performance Compensation
| Equity Award Type | Grant Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|
| RSUs (annual director grant) | 139,741 | Vest on first anniversary of grant date | Annual grants vest after one year |
| Stock options (annual director grant) | 338,585 | Standard director vesting; initial option grants vest 25% at year 1, then quarterly to year 4 | Annual equity awards granted at annual meeting; option award values per policy |
- RSUs outstanding at 12/31/2024: 5,147 unvested; will fully vest on May 23, 2025, subject to continued service .
- Policy: Annual equity awards for directors are set as dollar values (options + RSUs) and vest after one year; initial option grants have four-year vesting schedules .
Other Directorships & Interlocks
- Current public company boards: Evolent Health, Inc. (EVH) .
- Historical interlock context: Norman Payson (PGNY director) previously served on EVH’s board (Dec 2013–Jun 2019) and was a strategic advisor (Mar 2014–Dec 2020), which creates historical network linkage but no current interlock with Scott’s ongoing EVH role .
- No disclosed shared directorships with PGNY competitors/customers/suppliers creating current conflicts.
Expertise & Qualifications
- Healthcare leadership: Former CEO of Group Health Cooperative; Senior Advisor at Gates Foundation .
- Governance experience: Prior chair at REI; long-standing public company board experience (EVH) .
- Academic credentials: Clinical Professor of Health Services at University of Washington; M.H.A. and B.A. from University of Washington .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Total beneficial ownership (shares) | 148,458 | Includes options exercisable and RSUs vesting within 60 days, and direct holdings |
| Ownership as % of shares outstanding | <1% | Asterisk indicates less than 1% |
| Breakdown: Options exercisable within 60 days | 138,360 | Counted in beneficial ownership |
| Breakdown: RSUs vesting within 60 days | 5,147 | Counted in beneficial ownership |
| Breakdown: Shares held directly | 4,951 | Counted in beneficial ownership |
| Options outstanding (12/31/2024) | 115,148 exercisable; 23,212 unexercisable | As of year-end |
| RSUs outstanding (12/31/2024) | 5,147 (unvested) | Vest on May 23, 2025 |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits derivative transactions designed to hedge company stock |
| Stock ownership guidelines | None formally adopted | Board concluded holdings were sufficient; no formal guidelines adopted |
Governance Assessment
- Independence and committee role: Independent director focused on Nominating & Corporate Governance, a core oversight area for ESG and board effectiveness .
- Engagement: At least 75% meeting attendance; independent director executive sessions held four times, supporting robust oversight .
- Pay alignment: High equity share (~92%) of total director compensation reflects alignment with shareholders; cash retainer is modest and consistent with policy caps .
- Conflicts/related-party exposure: No related-person transactions involving Scott disclosed; Related Person Transaction Policy requires review/approval of any such transactions .
- Compliance signals: No delinquent Section 16 filings for Scott in 2024; only three executives reported one late Form 4 each .
- Risk indicators: Anti-hedging policy in place; no stock option repricing without shareholder approval per equity plan practices; no tax gross-ups for executives; director comp capped by plan limits — all supportive of investor-aligned governance .
RED FLAGS: None disclosed specific to Scott (no related-party transactions, no pledging/hedging, no delinquent filings). Monitoring point: Historical network linkage via EVH with another PGNY director (Payson) is historical and not a current interlock; continue to monitor for any evolving business relationships that could introduce conflicts .