Mark Livingston
About Mark Livingston
Mark Livingston (age 59) is Chief Financial Officer of Progyny since September 2020; previously EVP of Finance (May 2019–Sept 2020). He holds a B.S. from Tulane University and is a licensed CPA, with prior senior finance roles at WebMD and Hess, and CFO positions at Scripps Networks Interactive (international business) and Emerson, Reid & Company . Company performance during his tenure shows revenue growth from $344.9M in FY2020 to $1,167.2M in FY2024 and EBITDA improvement from $10.3M to $70.6M*; FY2024 four-year cumulative TSR in the pay-versus-performance table was 62.84 (down from 135.45 in 2023) .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($USD) | $344,858,000 | $500,621,000 | $786,913,000 | $1,088,598,000 | $1,167,221,000 |
| EBITDA ($USD) | $10,254,000* | $33,641,000* | $24,942,000* | $64,465,000* | $70,630,000* |
| *Values retrieved from S&P Global |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scripps Networks Interactive (international business) | CFO | Aug 2010–Apr 2018 | Led international finance for a global media company |
| Emerson, Reid & Company | CFO | Jun 2007–Aug 2010 | CFO of an employee benefits wholesaler |
| WebMD; Hess Corporation | Senior finance leadership | Not disclosed | Senior financial leadership roles in healthcare and energy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external directorships disclosed in the proxy |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $425,000 | $482,000 |
| Non-Equity Incentive Plan Compensation ($) | $255,000 | $310,000 | $224,520 |
| All Other Compensation ($) | $13,872 | $14,562 | $15,570 |
| 2024 Bonus Design | Target % of Salary | Target Bonus ($) | Actual Payout ($) | Assessment | Notes |
|---|---|---|---|---|---|
| Annual cash bonus | 60% | $280,650 | $224,520 | Exceeds expectations | Committee paid bonuses at 80% of target to reflect overall corporate performance |
| 2024 Perquisites Detail | Amount ($) |
|---|---|
| 401(k) matching | $10,350 |
| Term life insurance premiums | $3,612 |
| HSA employer contributions | $1,608 |
Performance Compensation
| Metric | Weighting | Target | Actual | Assessment | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Achieve 2024 revenue target | No predetermined weighting | Not disclosed | Substantially achieved | Meets expectations | Part of overall 80% payout decision | Annual bonus paid Feb 2025 |
| Increase margin on incremental revenue | None | Not disclosed | Partially achieved | Meets expectations | Included | |
| 2025 contractual backlog revenue target | None | Not disclosed | Substantially achieved | Meets expectations | Included | |
| Employee retention | None | Not disclosed | Exceeded | Exceeds expectations | Included | |
| Member digital engagement | None | Not disclosed | Achieved | Meets expectations | Included | |
| Expanded product utilization | None | Not disclosed | Substantially achieved | Meets expectations | Included | |
| Member satisfaction (composite) | None | Not disclosed | Exceeded | Exceeds expectations | Included | |
| Client satisfaction (composite) | None | Not disclosed | Achieved | Meets expectations | Included | |
| Superior fertility outcomes | None | Not disclosed | Exceeded | Exceeds expectations | Included | |
| Establish outcomes in expanded products | None | Not disclosed | Achieved | Meets expectations | Included |
| Livingston-Specific Achievements (2024) | Impact |
|---|---|
| Material billing and collections improvement resulting in significant increase to cash collections | Contributed to “Exceeds expectations” assessment |
| 2024 Long-Term Equity Grant | Shares/Units | Strike | Vesting | Grant Date | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock options | 45,000 | $35.48 | 25% on 1st anniversary; remaining 75% in equal quarterly installments over 3 years | Mar 4, 2024 | $884,079 |
| RSUs | 15,000 | — | Same as above | Mar 4, 2024 | $532,200 |
Notes:
- No PSUs granted to Livingston in 2024; PSUs were outstanding for CEO and Executive Chairman tied to multi-quarter revenue targets .
Equity Ownership & Alignment
| Beneficial Ownership (Record Date: Mar 28, 2025) | Shares | % of Shares Outstanding |
|---|---|---|
| Mark Livingston | 436,313 (incl. 422,437 options exercisable within 60 days; 13,876 shares held) | <1% |
| Outstanding Equity at FY-End (Dec 31, 2024) | Unexercisable Options (#) | RSUs Not Vested (#) | Market Value of RSUs ($) at $17.25 |
|---|---|---|---|
| 2024 grants | 45,000 | 15,000 | $258,750 |
| 2023 grants | 11,250 | 3,935 | $67,879 |
| 2022 grants | 125,000 | — | — |
| 2021 grants | 46,875; 1,250 | 14,061; 437 | $242,552; $7,538 |
| 2024 Realized from Equity | Count | Value ($) |
|---|---|---|
| Options exercised | 86,627 | $2,886,016 |
| RSUs vested | 23,779 | $625,385 |
Policies and alignment:
- Anti-hedging: Prohibits derivatives designed to hedge/speculate; filed Insider Trading Policy prohibits hedging; proxy “What We Don’t Do” includes “No pledging or hedging of Progyny stock” .
- Clawback: Adopted Dec 1, 2023; mandatory recovery of incentive-based compensation upon “Big R” or “little r” restatements; applies to current/former Section 16 officers .
- Stock ownership guidelines: Not formally adopted; committee concluded executives held sufficient equity at the time .
Employment Terms
| Scenario | Cash | Equity Acceleration | Other Benefits | Total |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CoC) | $762,650 (12 months base + full target bonus) | $393,524 (12 months of unvested time-based awards + 100% of unvested performance-based awards if applicable) | $29,031 (estimated health benefits) | $1,185,205 |
| Termination without Cause / Good Reason following CoC | $762,650 | $576,719 (100% acceleration of unvested equity) | $29,031 | $1,368,400 |
| Death | — | $576,719 (100% of unvested time-based equity) | — | $576,719 |
| Disability | — | $576,719 (100% of unvested time-based equity) | — | $576,719 |
Key agreement terms:
- Employment agreement (effective Jun 7, 2022): Outside CoC, 6 months salary, prorated current-year target bonus, prior-year earned bonus, 6 months COBRA, 6 months vesting acceleration, options exercisable for 12 months; CoC within one month prior or two years after acquisition: full acceleration of unvested equity .
- Executive Severance Plan (May 2024): For eligible executives, 12 months salary, prorated bonus, 12 months COBRA, vesting acceleration (time-based awards vesting during 12 months; performance-based awards 100% unless award says otherwise); CoC window: 100% acceleration of all unvested equity; participants receive the more favorable of plan vs their employment agreement .
Compensation Peer Group and Say-On-Pay
| Item | Detail |
|---|---|
| 2024 peer group | Alignment Healthcare, Astrana Health, Evolent Health, Premier, Privia, RadNet, Sotera Health, Teladoc; plus Azenta, Certara, CorVel, R1 RCM, Haemonetics, Repligen, HealthEquity, Masimo, NeoGenomics, Omnicell, QuidelOrtho |
| Peer group changes | Added 8, removed 3 to align with size and strategy; targeting ~65th percentile over two years |
| Say-on-pay approval (2024) | 97.6% approval |
Risk Indicators & Red Flags
- Clawback policy in force; no discretion; mandatory recovery on restatements .
- No tax gross-ups; no option repricing without shareholder approval; limited perquisites; anti-hedging/anti-pledging .
- Delinquent Section 16 filings: One late Form 4 filed on April 3, 2024 for Livingston; the company states all other reports timely .
- Recent Form 4 filings include: 04/03/2024 (RSU-related), 12/04/2024 (transaction reported), 03/05/2025 (transaction reported); Livingston also signs as attorney-in-fact on other insiders’ filings, e.g., CEO’s 11/17/2025 filing .
Investment Implications
- Retention risk appears mitigated by robust severance/change-of-control protections (effectively 12 months salary plus full target bonus and substantial equity acceleration under plan), and multi-year vesting cadence on 2024 grants (quarterly vesting after first anniversary), which typically creates predictable Q1 and quarterly supply from RSU settlements and option vesting .
- Pay-for-performance alignment is moderate: 2024 bonuses were paid at 80% of target despite several “Exceeds expectations,” showing committee discipline; long-term equity for Livingston is service-based (options/RSUs) without PSUs, limiting direct linkage to external TSR but aligning with long-term value via share price .
- Insider selling pressure: In 2024, Livingston exercised 86,627 options ($2.89M realized) and had 23,779 RSUs vest ($0.63M realized), indicating meaningful liquidity events; monitor 10b5-1 plans and vest schedules (25% cliff vest 3/4/2025, then quarterly) for potential future sales windows .
- Alignment safeguards: No hedging/pledging and a mandatory clawback reduce shareholder alignment risks; however, beneficial ownership is <1% of outstanding shares, typical for mid-cap executives but implies limited personal exposure to stock declines .
- Performance backdrop: Revenue and EBITDA growth over 2020–2024 support compensation increases; TSR in the pay-versus-performance table declined in 2024, suggesting external market headwinds; outcome-sensitive PSUs are not part of Livingston’s package, so monitor bonus metrics and any future introduction of PSUs to strengthen pay-for-performance linkage .