Kevin Gordon
About Kevin Gordon
Independent director since October 2019; age 62 as of the 2025 proxy. Former CFO/COO with deep healthcare and accounting credentials, including senior leadership at Quintiles (now IQVIA), Teleflex, and Liquidia; prior board service at Veracyte, Inc. B.S. in Accounting from the University of Connecticut. Independent under Nasdaq; designated an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quintiles Transnational Holdings Inc. | EVP & CFO; later EVP & COO | CFO: Jul 2010–Dec 2015; COO: Oct 2015–Oct 2016 | Led finance and operations at major CRO; merger with IMS formed IQVIA. |
| Teleflex Incorporated | EVP & CFO; senior corporate development roles | Mar 2007–Jan 2010; development roles 1997–2007 | Medical device finance leadership; M&A/corporate development. |
| Liquidia Technologies Inc. | President & CFO | Jan 2018–Mar 2019 | Clinical biopharma finance/operating leadership. |
| Veracyte, Inc. | Director | Dec 2016–Jun 2022 | Public genomics diagnostics board experience. |
| KPMG LLP; Package Machinery Co. | Various roles | Early career | Foundation in accounting/operations. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Worldwide Clinical Trials (private) | Director | Since Dec 2023 | Also Kohlberg & Co. Operating Advisor since Jul 2024. |
| Q Holdco Limited | Director | Current | Private company directorship. |
| 3i Group NA healthcare portfolio | Advisor; Director (Sanisure LLC, Cirtec Medical Corp.) | Jan 2022–Jul 2024 | Advisory and director roles at private healthcare firms. |
Board Governance
- Class I director; term runs to the 2026 annual meeting.
- Committees: Audit (member) and Nominating & Corporate Governance (member); not a chair.
- Audit committee financial expert; meets Nasdaq and SOX independence requirements.
- Independence: Board affirmatively determined Gordon is independent under Nasdaq.
- Engagement: Board met 10 times in 2024; audit (4), compensation (4), nominating (6). Each director attended at least 75% of aggregate board/committee meetings. Independent directors held four executive sessions in 2024.
- Lead Independent Director: Jeff Park.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash Fees | $40,000 | Standard annual board retainer; no chair adders for Gordon. |
| RSUs (Grant-date fair value) | $139,741 | Annual RSU award; vests on first anniversary of grant. |
| Options (Grant-date fair value) | $338,585 | Annual stock options; vest on first anniversary; grant-date values per policy. |
| Total | $518,326 | Sum of cash, RSUs, options. |
Policy reference: Non-employee director compensation policy sets cash retainers and annual option/RSU grants by dollar value; annual grants occur at the annual meeting and vest on the first anniversary.
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None disclosed for non-employee directors | Director pay consists of cash retainers and time-vested options/RSUs; no performance-based director metrics disclosed. |
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public (prior) | Veracyte, Inc. | Director | No PGNY-related transaction disclosed. |
| Private (current) | Worldwide Clinical Trials | Director | CRO; no PGNY-related transaction disclosed. |
| Private (current) | Q Holdco Limited | Director | No PGNY-related transaction disclosed. |
| Private (prior) | Sanisure LLC; Cirtec Medical Corp. | Director | Roles via 3i advisory; no PGNY-related transaction disclosed. |
- Independence review found no material or disqualifying relationships.
- Related-party transactions section did not disclose any transaction involving Kevin Gordon.
Expertise & Qualifications
- Accounting and finance expertise (UConn B.S. Accounting); former CFO/COO at large healthcare companies.
- Designated audit committee financial expert.
- Extensive healthcare services and medtech experience; prior public company board service.
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial Ownership (Record Date) | 153,361 shares (includes options exercisable within 60 days: 138,360; RSUs vesting within 60 days: 5,147; shares held in trust: 9,854); <1% of outstanding. |
| Year-end Outstanding (12/31/2024) | Options: 115,148 exercisable; 23,212 unexercisable. RSUs outstanding: 5,147. |
| Anti-hedging/pledging | Company prohibits hedging and pledging of PGNY stock; insider trading policy applies to directors. |
| Ownership guidelines | No formal director stock ownership guidelines adopted; committee concluded directors held sufficient equity at the time. |
Governance Assessment
- Strengths: Independent director; audit financial expert; service on Audit and Nominating committees enhances oversight; attendance threshold met; director pay balanced with equity to align interests.
- Alignment: Equity-heavy director compensation (annual options/RSUs) and anti-hedging/pledging policy support shareholder alignment; beneficial ownership is modest but consistent with non-employee director norms.
- Conflicts: Multiple healthcare-related external roles, including PE advisory/directorships, but board’s independence determination found no disqualifying relationships; no related-party transactions disclosed involving Gordon.
- Board/Shareholder signals: Strong shareholder support for executive pay (97.6% say‑on‑pay approval in 2024) indicates positive governance climate, though separate from director pay.
RED FLAGS
- None specifically disclosed for Kevin Gordon: no attendance shortfalls, no related-party transactions, no hedging/pledging, and timely Section 16 compliance noted for directors generally (late filings were for other executives).