Elizabeth Bierbower
About Elizabeth Bierbower
Elizabeth “Beth” Bierbower (age 66) is a Class III director nominee for election to Progyny’s board in 2025, with a proposed term through the 2028 annual meeting if elected . She is a healthcare operating executive with 30+ years across payers and benefits, including senior roles at Humana; education includes a B.A. in Sociology (Carlow University) and a master’s in public management (Carnegie Mellon University) . The board has affirmatively determined she will be an independent director under Nasdaq standards upon election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Friday Health Plans | Chairman, CEO, Director | 2022–2023 | Led health insurer; executive leadership responsibilities |
| Humana (NYSE: HUM) | Segment President; President, Employer Group; COO, Specialty Benefits; VP, Product Innovation | 2001–2019 (various roles/dates) | Senior P&L and product leadership; extensive payer operations |
| Highmark Blue Cross Blue Shield | Vice President, Program Management | 1997–2001 | Program management for major Blues plan |
| Coventry Health Care | Chief Operating Officer | 1989–1996 | Operations leadership at managed care company |
External Roles
| Organization | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| Option Care Health (OPCH) | Director | Public | Current |
| Blue Sprig | Director | Private | Current |
| Quest Analytics | Director | Private | Current |
| Paradigm Corp. | Director | Private | Current |
| Point32Health | Director | Private | Current |
| Iora Health | Director | Private (prior) | Prior service |
| American Telemedicine Association | Director (prior) | Non-profit (prior) | Prior service |
Board Governance
- Board structure: Classified board with three classes; Class III (including Bierbower) up for election in 2025; if elected, term to 2028 .
- Independence: Board determined Bierbower (upon election) is independent; overall board majority independent .
- Leadership: Executive Chairman (David Schlanger); Lead Independent Director (Jeff Park) with defined responsibilities for agendas, executive sessions, and liaison duties .
- Committee landscape (current as of 2024 year-end):
- Audit: Kevin Gordon; Jeff Park (Chair); Norman Payson, M.D.
- Compensation: Fred Cohen, M.D., D.Phil. (Chair); Roger Holstein; Debra Morris; Jeff Park
- Nominating & Corporate Governance: Lloyd Dean; Kevin Gordon; Norman Payson, M.D. (Chair); Cheryl Scott
Note: Committee assignments for Bierbower were not disclosed as of the proxy; expected to be determined post-election .
- Engagement: In 2024, the board met 10 times; independent directors held 4 executive sessions; each then-serving director attended ≥75% of aggregate board/committee meetings during their service period .
- Risk oversight: Board oversees enterprise risks; Audit covers financial/cybersecurity; Compensation reviews comp risk; Nominating oversees ESG risks .
Fixed Compensation (Director Policy Framework)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | For all non-employee directors |
| Lead Independent Director cash | +$25,000 | Additional to director retainer |
| Committee Chair cash | Audit: +$20,000; Compensation: +$10,000; Nominating: +$7,500 | Additive if appointed chair |
| Initial equity grant upon appointment | Stock options: 44,000 options; additional if chair (LID +8,800; Audit +6,600; Comp +4,400; Nominating +2,200) | 4-year vesting (25% at year 1, then quarterly) |
| Annual equity grants (from 2023 timing) | Options: $338,587; RSUs: $139,750 (base director amounts) | Vests at 1-year; additional values for leadership roles per policy |
| Annual cap | ≤$750,000 total value (cash + equity); ≤$1,000,000 if first appointed/elected during year | Plan-imposed limit |
Note: Bierbower’s individual compensation will follow the policy if and when she is elected/appointed; specific 2024 amounts are not disclosed for her as she was a 2025 nominee .
Performance Compensation (Director-Specific)
| Performance-linked Element | Metrics | Structure/Weighting | Status |
|---|---|---|---|
| Director equity performance linkage | None disclosed for directors | Time-based vesting of options/RSUs | No director performance metrics disclosed |
Other Directorships & Interlocks
| Outside Entity | Type | Interlock/Connection | Relevance |
|---|---|---|---|
| Quest Analytics | Private (healthcare analytics) | Shared outside directorship with PGNY director Roger Holstein (also a Quest Analytics director) | Creates an external network tie between two PGNY directors; monitor for potential information flow/conflicts (none disclosed) |
| Option Care Health (OPCH) | Public (home/infusion care) | Bierbower director | No PGNY-related transactions disclosed; standard related-party controls apply |
- Related party transactions: The company disclosed only indemnification arrangements since Jan 1, 2024; no related-party transactions involving directors/officers exceeding $120,000 were disclosed for the period .
- Policy controls: Related person transaction policy requires audit committee/board approval and market terms for any such transactions .
Expertise & Qualifications
- Healthcare payer/operator leadership and product innovation from Humana, Highmark, Coventry; 30+ years executive experience .
- Public company board experience at Option Care Health; multiple private company boards in care delivery/analytics .
- Independence affirmed; no disclosed family relationships with executives/directors .
Equity Ownership
| Item | Status/Detail |
|---|---|
| Beneficial ownership (PGNY) | Not presented for Bierbower in 2025 beneficial ownership table (as she was a 2025 nominee, not then-incumbent) . |
| Stock ownership guidelines | No formal stock ownership guidelines for non-employee directors as of 2023 review; board concluded holdings were sufficient at that time . |
| Hedging/Pledging | Insider Trading Policy prohibits derivative hedging transactions for directors/Insiders ; CD&A states “No pledging or hedging of Progyny stock” as a governance practice . |
| Clawback | Company-wide Dodd-Frank compliant clawback policy adopted; applies to Section 16 officers; reflects stronger alignment and accountability regime . |
Governance Assessment
- Strengths
- Independent nominee with deep payer and benefits experience relevant to Progyny’s enterprise client model .
- Robust governance infrastructure: lead independent director framework; frequent executive sessions; clear committee mandates; anti-hedging policy; Dodd-Frank clawback .
- Strong recent say-on-pay support (97.6% in 2024), signaling investor alignment on compensation practices for the executive team .
- Watch items / potential red flags
- Classified (staggered) board structure can entrench directors and slow shareholder-driven change; Bierbower would join as a Class III director (term to 2028) if elected .
- No formal stock ownership guidelines for directors, though the board previously concluded equity holdings were sufficient; investors often prefer explicit ownership requirements for alignment .
- External interlock: shared Quest Analytics directorship with PGNY director Roger Holstein—requires continued vigilance for conflicts; no related-party transactions involving directors were disclosed for 2024 .
Overall implication: If elected, Bierbower would add seasoned payer/operator expertise and maintain the board’s independent majority, supportive of oversight of client growth, product expansion, and payer integrations. Governance risk is moderate given the staggered board and absence of formal ownership guidelines, partially offset by anti-hedging and clawback policies, strong committee structures, and high shareholder support on pay .
Appendix: Company-Level Meeting and Committee Activity (for context)
| 2024 Activity | Count/Status |
|---|---|
| Board meetings | 10 |
| Independent director executive sessions | 4 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 4 |
| Nominating & Corporate Governance Committee meetings | 6 |
| Attendance | Each then-serving director ≥75% of aggregate meetings during their service period |