David Schlanger

About David Schlanger

David Schlanger is Executive Chairman of Progyny (since January 2022) and has served on the board since March 2017; he was CEO from January 2017 to December 2021. He previously served as CEO of WebMD (2013–2016) and held senior executive roles at WebMD and predecessors for 15+ years. He holds a B.S. from Georgetown University and a J.D. from the University of Michigan Law School . Company performance context: Progyny reported revenue of $1,088.6 million in 2023 and $1,167.2 million in 2024; net income was $62.0 million (2023) and $54.3 million (2024). Total shareholder return (value of $100 invested) was 135.45 in 2023 and 62.84 in 2024 .

Past Roles

External Roles

No current external public company board roles for Mr. Schlanger are disclosed in the 2025 proxy statement .

Fixed Compensation

• Annual bonus design: payouts 0–200% of target based on Company operational/strategic metrics and individual performance; targets for NEOs (including Schlanger) were unchanged in 2024 vs 2023 .
• Say-on-pay support: 97.6% approval at the 2024 annual meeting .

Performance Compensation

Annual Cash Incentive (2024)

Equity Incentives

• 2024 equity grants: None to Mr. Schlanger (multi‑year nature of 2022 special grants) .

Equity Ownership & Alignment

Vesting schedules and values reflect closing stock price of $17.25 on 12/31/2024 where applicable (company disclosure basis) .

Employment Terms

• Employment agreement (effective Jan 1, 2022, upon transition to Executive Chairman) :

  • If terminated without cause or resigns for good reason outside change-in-control period: (i) 12 months base salary; (ii) pro‑rated current‑year target bonus plus prior year if earned; (iii) up to 12 months COBRA; (iv) 12 months accelerated vesting of unvested equity (excluding the 83,000 PSUs); (v) 100% vesting of the 83,000 PSUs; (vi) 12‑month post‑termination option exercise window .
  • If terminated without cause or resigns for good reason within 1 month prior to or within 2 years post‑acquisition: same cash/benefits, and all unvested equity vests in full (including 100% of PSUs). “Good reason” includes resignation for any or no reason after the 9‑month anniversary of an acquisition within the 2‑year window .
  • Death: full acceleration of then‑outstanding equity; Disability: 12‑month post‑termination option exercise window .
  • Eligible for superior benefits if Company Severance Plan is more favorable .

• Quantified termination economics (assuming event on 12/31/2024) :

  • Termination without cause/good reason (no CIC): Cash $500,000; Equity acceleration $1,078,125; Other benefits $24,397; Total $1,602,522 .
  • Termination without cause/good reason following a CIC: Cash $500,000; Equity acceleration $1,168,688; Other benefits $24,397; Total $1,693,085 .
  • Death: Equity acceleration $1,168,688 .
  • Disability: Equity acceleration $452,813 .

• Clawback policy: Adopted Dec 1, 2023 pursuant to SEC/Nasdaq rules; mandates recovery of erroneously awarded incentive compensation for both “Big R” and “little r” restatements .

• Company also discloses: No compensation-related tax gross-ups; no option repricing without shareholder approval .

Board Governance (including dual-role implications)

• Role: Executive Chairman (non‑independent) with Lead Independent Director (Jeff Park) to provide checks/balances. Responsibilities of Lead Independent Director include agenda setting, moderating executive sessions, acting as liaison, and convening independent director meetings .
• Board/committee activity in 2024: Board met 10 times; Audit 4; Compensation 4; Nominating/Governance 6; each director attended ≥75% of aggregate meetings during service period; independent directors held 4 executive sessions .
• Committee memberships (as of proxy):
  • Audit: Kevin Gordon, Jeff Park (Chair), Norman Payson .
  • Compensation: Fred Cohen (Chair), Roger Holstein, Debra Morris, Jeff Park .
  • Nominating & Corporate Governance: Lloyd Dean, Kevin Gordon, Norman Payson (Chair), Cheryl Scott .
• Mr. Schlanger is not listed as a member of these committees .
• Director compensation note: As an employee, Mr. Schlanger receives no additional director pay (director pay table excludes him) .

Compensation Structure Analysis

• Mix and trends: Mr. Schlanger’s base salary remained flat at $250,000 in 2023–2024; his cash bonus declined from $250,000 (2023) to $200,000 (2024) while no new equity was granted in 2024 due to the multi‑year 2022 special equity package .
• Equity design: 2022 package emphasized multi‑year vesting and performance PSUs tied to sustained revenue goals (first PSU tranche vested in 2023; second remains outstanding), aligning reward with durable growth .
• Governance protections: No pledging/hedging; clawback adopted; no tax gross-ups; no option repricing without shareholder approval; strong say‑on‑pay support (97.6%) .
• Potential red flag: “Good reason” post‑CIC deemed for any/no reason after 9 months may weaken retention post‑deal and increases acceleration risk in a transaction .

Say‑on‑Pay & Shareholder Feedback

The Company cites this support as validation of its approach and considers feedback in future decisions .

Equity Award Detail (as of 12/31/2024)

Vesting schedules: 1/1/2022 awards vested 25% on 1/1/2023; remaining 75% vest quarterly over 3 years (service‑based). PSUs vest in two equal tranches upon achievement of specified revenue targets over any four consecutive quarters before the 5th anniversary (first tranche vested 10/31/2023) .

Performance & Track Record (Company context)

Note: PEO during 2022–2024 was the CEO (Anevski), but these figures frame company performance during Mr. Schlanger’s executive chair tenure .

Compensation Committee Analysis

• Composition (independent): Fred Cohen (Chair), Roger Holstein, Debra Morris, Jeff Park; all independent under Nasdaq and non‑employee under Rule 16b‑3 .
• Practices: Uses independent consultant; benchmarks pay; significant at‑risk compensation; clawback policy; prohibits pledging/hedging; no SERP; no tax gross‑ups; no option repricing .
• Process: CEO excluded from decisions on his own pay; committee meets regularly and can retain advisors at company expense .

Investment Implications

• Alignment vs. incentives: Equity-heavy, multi‑year 2022 package with revenue‑based PSUs aligns with top‑line execution; first tranche vesting shows performance delivery, while remaining PSU tranche provides forward incentive. Lack of 2024 grants reduces near‑term incremental dilution pressure from his awards .
• Selling pressure/overhang: Significant 2024 option exercises (241,000 shares; $8.2M value) indicate monetization of legacy options; combined with large exercisable option balance (2.0M exercisable within 60 days), this could create periodic supply if dispositions occur (monitor Form 4s) .
• Retention and deal dynamics: CIC terms grant broad equity acceleration and allow resignation for any/no reason after 9 months post‑acquisition to qualify as “good reason,” potentially weakening post‑deal retention and increasing transaction‑linked payout sensitivity .
• Governance mitigants: Non‑independent Executive Chair is counterbalanced by a robust Lead Independent Director role and fully independent key committees; strong say‑on‑pay (97.6%) suggests investor support for pay design and alignment .
• Ownership/skin‑in‑the‑game: Meaningful beneficial ownership (2.5%) and prohibitions on pledging/hedging support alignment; absence of formal ownership guidelines is noted but the committee previously concluded holdings were sufficient .