Jeff Park
About Jeff Park
Jeff Park (age 53) is Lead Independent Director at Progyny, Inc., serving on the board since October 2019 and currently a Class II director with a term expiring at the 2027 annual meeting . He holds a B.S. in Accounting from Brock University and is designated an audit committee financial expert; he brings extensive PBM and health services operating and finance experience to the board . The board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waltz Health | President | Since Nov 2023 | Digital health leadership; payer/pharmacy savings focus |
| WellDyneRx | Chairman & CEO | Apr 2019–Apr 2022 | Led independent PBM; operational oversight |
| Diplomat Pharmacy, Inc. | Interim CEO; Director | Interim CEO Jan–May 2018; Director Jun 2017–Feb 2019 | Specialty pharmacy turnaround and governance |
| OptumRX (post-merger of Catamaran & OptumRX) | Chief Operating Officer | Jul 2015–Jul 2016 | Integration/operator of free-standing pharmacy care services |
| Catamaran Corporation | CFO; EVP Operations | CFO beginning 2006; EVP Ops Mar 2014–Jul 2015 | Scaled PBM operations and finance |
| Ray Graham Assoc. (Illinois Disability) | Board Member | Jan 2010–Jun 2016 | Non-profit governance |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| P3 Health Partners | Director | Public | Since Dec 2021 | Healthcare provider governance |
| Waltz Health | President | Private | Since Nov 2023 | Digital health cost-saving platform |
Board Governance
- Roles: Lead Independent Director; Audit Committee Chair; Compensation Committee Member .
- Lead Independent Director duties include agenda-setting with the CEO, moderating executive sessions, liaising between independent directors and management, and presiding when the chair is absent .
- Independence: Board determined Park is independent under Nasdaq rules; majority of the board is independent .
- Attendance: In FY2024, board met 10 times; audit 4; compensation 4; nominating 6; each director attended at least 75% of aggregate meetings; independent directors held 4 executive sessions .
| Committee | Membership | Chair? |
|---|---|---|
| Audit | Yes | Yes |
| Compensation | Yes | No (Chair: Fred Cohen) |
| Nominating & Corporate Governance | No | N/A |
Fixed Compensation
- Cash fees (2024): $62,500 .
- Policy context: Non-employee director annual retainers—Board $40,000; Lead Independent Director $25,000; Audit Chair $20,000; Compensation Chair $10,000; Nominating Chair $7,500 (in addition to board retainer; chairs additive) .
| Component | Jeff Park 2024 ($) |
|---|---|
| Fees Earned or Paid in Cash | $62,500 |
| Policy Retainer Schedule | Amount ($) |
|---|---|
| Board of Directors | $40,000 |
| Lead Independent Director | $25,000 |
| Audit Committee Chair | $20,000 |
| Compensation Committee Chair | $10,000 |
| Nominating & Corporate Governance Committee Chair | $7,500 |
Performance Compensation
- Annual equity grants (2024): Stock awards (RSUs) $167,678; Option awards $379,208; total $546,886 .
- Vesting: Annual non-employee director equity awards vest on the first anniversary of grant; grants are service-based (no performance metrics) .
| Equity Component (2024) | Grant Date Fair Value ($) | Vesting |
|---|---|---|
| RSUs | $167,678 | First anniversary of grant, service-based |
| Stock Options | $379,208 | First anniversary of grant, service-based |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| P3 Health Partners | Current director | No related-party transactions disclosed with PGNY |
| Waltz Health | Current President | No related-party transactions disclosed with PGNY |
| Diplomat Pharmacy (prior) | Former interim CEO/director | Historical; no PGNY-related transactions disclosed |
Expertise & Qualifications
- Audit committee financial expert; meets Nasdaq financial sophistication requirements .
- Deep PBM and healthcare operations and finance background (Catamaran CFO, OptumRX COO, WellDyneRx CEO) .
- B.S. Accounting, Brock University .
Equity Ownership
- Beneficial ownership as of record date: 187,754 shares (<1% of shares outstanding) .
- Breakdown: Options exercisable within 60 days 165,061; RSUs vesting within 60 days 6,176; common shares held 16,517 .
- Outstanding at FY2024 year-end: Options exercisable 139,064; options unexercisable 25,997; RSUs outstanding 6,176 (unvested, vest May 23, 2025) .
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 187,754 (<1%) |
| Options Exercisable within 60 days | 165,061 |
| RSUs Vesting within 60 days | 6,176 |
| Common Shares Held | 16,517 |
| Options Outstanding (Exercisable, 12/31/2024) | 139,064 |
| Options Outstanding (Unexercisable, 12/31/2024) | 25,997 |
| RSUs Outstanding (12/31/2024) | 6,176 (vest May 23, 2025) |
- Hedging/Pledging: Company policy prohibits hedging in derivatives; no pledging disclosures for Park .
- Stock ownership guidelines: None adopted; committee concluded directors held sufficient equity at the time .
Governance Assessment
-
Strengths:
- Lead Independent Director with defined, substantive responsibilities; enhances board independence and oversight .
- Audit Committee Chair and designated financial expert; strengthens financial reporting oversight and risk management, including cybersecurity .
- Independence affirmed by board; no related-party transactions disclosed; Section 16 filings timely for Park .
- Attendance: ≥75% of board/committee meetings in FY2024; independent directors held four executive sessions; signals engagement .
- Clawback and anti-hedging policies in force; cap on director compensation; mitigates misalignment risks .
-
Watch items:
- No formal stock ownership guidelines (committee judged holdings sufficient); investors may prefer explicit ownership minimums for long-term alignment .
- Multiple external commitments (President at Waltz Health; director at P3 Health Partners) create time demands; mitigated by FY2024 attendance compliance .
-
Broader governance signal:
- Strong 2024 say-on-pay support (97.6%) indicates favorable investor sentiment toward compensation governance; supportive backdrop for board credibility .
Notes on Committee Processes and Independence
- Compensation Committee composition: Park serves alongside independent directors; committee utilizes independent consultants (Semler Brossy in 2024) and reviews peer groups and risks in compensation practices .
- Audit Committee pre-approves auditor services and reports to board; Park signs the audit committee report as Chair .