Debra Morris
About Debra Morris
Debra Morris (age 66) is an independent Class III director of Progyny, appointed January 16, 2025, with nomination to stand for election at the May 22, 2025 annual meeting for a term through 2028. She is President of AccessHope, previously CFO/COO there, and brings extensive finance and operating experience from Apria, Sitel Group, Tatum, Caliber Holdings, and CBRE; she holds a B.S. in Business Administration from Colby-Sawyer College. The board determined she is independent under Nasdaq rules; as of the March 28, 2025 record date, she reported no beneficial ownership (her initial option grant is not exercisable within 60 days).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AccessHope, LLC | President | Nov 2024–present | Leads scaling of cancer-expertise delivery model; previously CFO/COO May–Nov 2024 |
| Apria, Inc. | EVP & CFO | Mar 2013–Oct 2022 | Navigated industry challenges; drove operational excellence |
| Sitel Group (Americas) | CFO | Feb 2010–Feb 2013 | Regional finance leadership |
| Tatum LLC | Partner | 2004–2011 | Provided CFO services to contracted companies (e.g., LifeMasters Supported SelfCare) |
| Caliber Holdings Corporation | CFO | 1999–2003 | Corporate finance leadership |
| CBRE Group, Inc. | Various roles incl. EVP, Global Chief Accounting Officer & Global Integration | 1981–1999 | Global accounting, integration leadership |
External Roles
| Organization | Role | Tenure | Public Company? | Committees/Notes |
|---|---|---|---|---|
| Rexford Industrial Realty, Inc. (REXR) | Director | Current | Yes | Not disclosed in PGNY filings |
| biote Corp. (BTMD) | Director | Current | Yes | Not disclosed in PGNY filings |
| EverDriven Technologies | Director | May 2020–Feb 2024 | No (private) | Prior board service |
| Tatum LLC | Director | 2008–2011 | No | Prior board service |
Board Governance
- Committee assignments: Compensation Committee member (not Chair).
- Independence: Board affirmatively determined Morris is independent under Nasdaq standards; overall, 9 of 11 directors are independent.
- Attendance and engagement: In FY2024 the board met 10 times; committees—Audit 4, Compensation 4, Nominating & Governance 6; independent directors held 4 executive sessions. Morris joined in 2025; FY2024 attendance metrics apply to then-incumbent directors (≥75%).
- Board leadership: Executive Chairman (Schlanger); Lead Independent Director (Jeff Park) with enumerated responsibilities.
- Election: Nominated for election as a Class III director at the 2025 annual meeting; if elected, term ends at 2028 annual meeting.
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Board cash retainer | $40,000 | Annual | Payable quarterly, prorated for partial service |
| Committee chair fees | $10,000 (Compensation); $20,000 (Audit); $7,500 (Nominating) | Annual | Chair-only; Morris is a member, not Chair |
| Lead Independent Director premium | $25,000 | Annual | Not applicable to Morris |
| Meeting fees | $0 | N/A | Not provided under policy |
Performance Compensation
| Equity Instrument | Grant date | Quantity/Value | Price | Vesting | Notes |
|---|---|---|---|---|---|
| Initial stock options | Jan 16, 2025 | 44,000 | $20.62 | 25% on 1st anniversary, remainder in equal quarterly installments to 4th anniversary | Granted under director policy at appointment; Form 4 reported instrument and price |
| Annual option grant | At each annual meeting | $338,587 (grant-date value) | N/A | 1-year cliff vest | Policy change to dollar-denominated awards |
| Annual RSU grant | At each annual meeting | $139,750 (grant-date value) | N/A | 1-year cliff vest | RSU annual grant per policy |
No performance-based equity for directors is disclosed; director awards are service-based (options and RSUs), with vesting contingent on continued service.
Other Directorships & Interlocks
- Current public boards: Rexford Industrial Realty (REXR) and biote Corp (BTMD). No disclosed related-party transactions or conflicts with Progyny.
- Potential interlocks: Morris is President of AccessHope; PGNY filings disclose no material related-party transactions involving Morris.
Expertise & Qualifications
- Finance and accounting leadership (public-company CFO experience), global accounting/integration expertise; board attributes cited by PGNY’s Nominating & Governance Committee as reasons for her service.
- Independence, governance acumen; Compensation Committee member aligning with her financial background.
Equity Ownership
| Measure | As of Record Date (Mar 28, 2025) | Notes |
|---|---|---|
| Common shares beneficially owned | 0 shares (—) | Options not exercisable within 60 days; therefore not counted in beneficial ownership |
| Shares outstanding | 85,668,392 | For ownership % context |
| Ownership % | 0.00% | Derived from reported beneficial ownership and shares outstanding |
| Derivative holdings | 44,000 director stock options | Reported on Form 4; not counted as beneficial shares until exercisable |
- Hedging/pledging: PGNY’s Insider Trading Policy prohibits hedging transactions in company securities; no pledging disclosed.
- Stock ownership guidelines: Committee assessed guidelines in 2023; none adopted given existing equity interests; applies to executives and non-employee directors generally.
Insider Trades
| Date filed | Form | Transaction | Instrument | Quantity | Price | Vesting/Terms |
|---|---|---|---|---|---|---|
| Jan 21, 2025 | Form 4 | Initial grant at appointment | Stock option (right to buy) | 44,000 | $20.62 | 25% at 1 year; remaining quarterly to 4 years |
Form 3 and Form 4 filings were made upon appointment; Form 4 provides instrument details and vesting schedule.
Governance Assessment
- Board effectiveness: Morris adds deep finance and operational expertise to Compensation Committee, enhancing oversight of executive pay and succession planning. Committee actively uses independent consultants (Willis Towers Watson, changed to Semler Brossy in May 2024) and benchmarks pay against a healthcare peer set—positive governance signals.
- Independence and conflicts: Board deemed Morris independent; 8-K discloses no related-party transactions or family relationships; mitigates conflict risk.
- Engagement and attendance: PGNY’s board and committees met regularly in 2024 with executive sessions; Morris’ tenure began in 2025, so 2024 attendance not applicable, but structure indicates high engagement.
- Director pay design: Reasonable fixed retainer and service-based equity; annual equity grants denominated in dollar values with 1-year vesting support retention and alignment. No meeting fees or excessive perquisites—shareholder-friendly.
- Alignment considerations: As of record date, Morris held no common shares and only unvested options; PGNY does not maintain formal ownership guidelines, which could be viewed as a modest alignment gap to monitor over time. Anti-hedging policy reduces misalignment risk.
- Say-on-pay context: 97.6% approval in 2024 indicates strong investor support for PGNY’s compensation practices overseen by the committee Morris joined—supportive of governance quality.
RED FLAGS (none disclosed)
- Related-party transactions: None involving Morris reported; PGNY maintains a formal related person transaction policy.
- Hedging/pledging: Prohibited by policy; no exceptions disclosed.
- Attendance issues: Not applicable for 2024; no concerns disclosed.
- Pay anomalies: Director compensation within policy limits; no repricing or unusual awards reported.
Appendix: Appointment and Nomination References
- Appointment: Class III director effective Jan 16, 2025; Compensation Committee member; initial option grant; cash retainer terms.
- Nomination/Election: Standing for election at 2025 annual meeting; term through 2028 if elected.
- Company press release confirming appointment and committee assignment.