Lloyd Dean
About Lloyd Dean
Lloyd Dean, age 74, is an independent Class I director of Progyny who has served on the board since August 2022; his current term runs to the 2026 annual meeting. He is Chief Executive Emeritus and Founding Executive of CommonSpirit Health (CEO from 2019–2022), and previously served as CEO/President of Dignity Health (2000–2019) and in senior roles at Advocate Health Care, EHS Healthcare, and Consumer Health Services. He holds a B.S. in Sociology and a Master’s in Education from Western Michigan University, with multiple honorary doctorates. Current external boards include McDonald’s Corporation (public), Golden Arrow Merger Corp, and Guidehouse; prior public board service includes Wells Fargo & Company (2005–2018).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CommonSpirit Health | Chief Executive Emeritus; Founding Executive; previously Chief Executive Officer | Chief Executive Emeritus/Founding Executive since Aug 2022; CEO Feb 2019–Jul 2022 | Led one of the largest U.S. health systems |
| Dignity Health (f/k/a Catholic Healthcare West) | Chief Executive Officer and President | 2000–2019 | Led integrated delivery system transformation |
| Advocate Health Care | Chief Operating Officer; Executive Vice President | COO 1997–2000; EVP 1995–1997 | Senior operating leadership |
| EHS Healthcare; Consumer Health Services | Executive positions | Not disclosed | Executive management experience |
External Roles
| Organization | Public/Private | Role | Tenure |
|---|---|---|---|
| McDonald’s Corporation | Public | Director | Since Aug 2015 |
| Golden Arrow Merger Corp | Not specified in proxy | Director | Current |
| Guidehouse | Not specified in proxy | Director | Current |
| Wells Fargo & Company | Public | Director (prior) | 2005–2018 |
Board Governance
- Independence: The board affirmatively determined Mr. Dean is independent under Nasdaq standards.
- Committees: Nominating & Corporate Governance Committee member; no chair roles.
- Board structure: Executive Chairman (David Schlanger); Lead Independent Director (Jeff Park) coordinates independent director sessions and agendas.
- Attendance and engagement: In FY2024, the board met 10 times; committees met (Audit 4; Compensation 4; Nominating & Corporate Governance 6). Each director attended at least 75% of aggregate board and committee meetings; independent directors held four executive sessions.
- Classification/tenure: Class I director; term expires at the 2026 annual meeting. Service since August 2022.
Fixed Compensation
| Component | Policy/Amount | 2024 Detail for Lloyd Dean |
|---|---|---|
| Annual cash retainer | $40,000 cash retainer for non-employee directors | $40,000; Mr. Dean elected to receive 100% of his retainer for the 5/24/2023–5/23/2024 period in stock options (granted 5/24/2023; 790 options; $38.24 strike; fully vested 5/24/2024) |
| Additional retainers | Lead Independent Director $25,000; Committee Chairs: Audit $20,000; Compensation $10,000; Nominating & Corporate Governance $7,500 | None disclosed for Mr. Dean (not LID; not a committee chair) |
Notes: Non-employee director cash fees may be taken in options at the director’s election.
Performance Compensation
| Equity Type | Annual Grant Mechanics (Directors) | 2024 Grants (Grant-Date Fair Value) | Vesting |
|---|---|---|---|
| Stock Options | Annual option award (board member value $338,587); service-based | $338,585 | Annual director equity awards vest on first anniversary of grant date (service-based). Initial option grants vest 25% after year 1 and then quarterly to year 4. |
| RSUs | Annual RSU award (board member value $139,750); service-based | $139,741 | Annual director RSUs vest on first anniversary of grant date (service-based) |
There are no performance metrics tied to non-employee director equity; equity is service-based and intended to align directors with shareholders.
Other Directorships & Interlocks
| Company | Overlap Type | Notes |
|---|---|---|
| McDonald’s Corporation | External public directorship | Current director; no PGNY-related party transaction disclosed |
| Golden Arrow Merger Corp | External directorship | Current director; no PGNY-related party transaction disclosed |
| Guidehouse | External directorship | Current director; no PGNY-related party transaction disclosed |
| Wells Fargo & Company | Prior public directorship | 2005–2018; no PGNY-related party transaction disclosed |
Compensation Committee Interlocks: The proxy states none of the compensation committee members were officers/employees, and no interlocks existed; Mr. Dean is not on the compensation committee.
Expertise & Qualifications
- 20+ years of CEO/COO experience leading large healthcare systems and managed care operations, bringing payer/provider domain expertise and operational leadership to PGNY’s board.
- Public company board experience at McDonald’s and prior at Wells Fargo, adding large-cap governance perspective.
- Academic credentials: B.S. in Sociology; Master’s in Education; honorary doctorates from multiple institutions.
Equity Ownership
| Measure | Amount | As-Of | Notes |
|---|---|---|---|
| Beneficial ownership (total shares) | 81,994 | Record Date 3/28/2025 | Less than 1% of outstanding shares |
| Breakdown (beneficial ownership) | 70,293 options exercisable within 60 days; 5,147 RSUs vesting within 60 days; 6,554 shares held | Record Date 3/28/2025 | SEC beneficial ownership methodology applied |
| Options outstanding (exercisable) | 44,331 | 12/31/2024 | Director-level holdings table |
| Options outstanding (unexercisable) | 42,462 | 12/31/2024 | Director-level holdings table |
| RSUs outstanding (unvested) | 5,147 | 12/31/2024 | Vests May 23, 2025 subject to service |
Alignment policies:
- Anti-hedging and anti-pledging: Company prohibits hedging or pledging of Progyny stock by insiders.
- Stock ownership guidelines: The compensation committee considered guidelines in 2023 but concluded then-current executives and non-employee directors held sufficient equity; no formal guidelines adopted at that time.
Governance Assessment
Strengths and supports for investor confidence:
- Independent director with deep healthcare leadership credentials; sits on the Nominating & Corporate Governance Committee.
- Active board engaged in risk oversight; independent directors held four executive sessions in 2024; each director met at least 75% attendance.
- Director pay structure balanced between cash and time-based equity; 2024 total compensation for Mr. Dean ($518,326) is below the $750,000 per-director cap in the equity plan.
- No related-party transactions disclosed involving Mr. Dean; firm-level policy governs review and approval of any such transactions.
Watch-fors and neutral observations:
- Ownership is <1% of shares outstanding (typical for non-employee directors but modest in percentage terms).
- Multiple external directorships (e.g., McDonald’s; Golden Arrow Merger Corp; Guidehouse); no interlocks or conflicts disclosed, but outside time commitments are a standard monitoring item for engagement and bandwidth.
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 40,000 |
| Stock Awards (RSUs) – grant-date value | 139,741 |
| Option Awards – grant-date value | 338,585 |
| Total | 518,326 |
Policy references:
- Annual retainer $40,000; additional retainers for LID and committee chairs; annual equity awards (options and RSUs) vest on first anniversary.
Insider Trading and Section 16 Compliance
| Year | Late Form 4 Filings Reported for Lloyd Dean | Notes |
|---|---|---|
| 2024 | None disclosed in proxy | The company reported certain late filings for three executives; no late filings were noted for Mr. Dean. |
Committee Assignments
| Committee | Role | Chair? |
|---|---|---|
| Nominating & Corporate Governance | Member | No |
Independence, Tenure, and Class
| Attribute | Detail |
|---|---|
| Independence | Independent (Nasdaq) |
| Board Class | Class I |
| Current Term Ends | 2026 annual meeting |
| Service Start Date | August 2022 |
| Age | 74 |
Related Party Transactions and Conflicts
- The proxy discloses no related-party transactions involving Mr. Dean since January 1, 2024; the company maintains a related person transaction policy overseen by the board or audit committee.
- Anti-hedging/anti-pledging policy in place; no waivers disclosed in 2024.
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay received approximately 97.6% support, indicating broad investor approval of compensation practices (contextual signal of governance support).