Michael Sturmer
About Michael Sturmer
Michael Sturmer, age 48, is President of Progyny (since January 1, 2022) and was EVP, Chief Growth & Strategy Officer in 2021; prior roles include SVP of Health Services at Livongo (2016–2021) and senior positions at Cigna, including COO for the NY/NJ Health Plan . He holds a B.A. in Health Administration from Quinnipiac University . Company performance in 2024 featured record revenue of $1.167B (+7.2% YoY) and strong client/member outcomes, while 5-year cumulative TSR data show 2024 TSR at 62.84 (company-selected revenue used for PSU design) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Livongo | SVP, Health Services | 2016–2021 | Scaled health services; relevant growth/operator experience |
| Cigna | Senior roles incl. COO, NY/NJ Health Plan | Not disclosed | Payer operations leadership; execution in managed care |
External Roles
None disclosed in the proxy for Sturmer (no public company directorships listed under executive biographies) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $425,000 | $546,000 |
| Target Bonus (% of salary) | — | 75% | 75% |
| Actual Bonus Paid ($) | $325,000 | $400,000 | $309,270 |
| All Other Compensation ($) | $11,498 | $11,493 | $12,244 |
Perquisites detail (2024): $12,244 comprised of 401(k) match $10,180, term life insurance $1,260, HSA employer contribution $804 .
Performance Compensation
2024 bonus program was entirely performance-based with no preset weighting; metrics served as a framework for assessment and payout was set at 80% of target across NEOs despite higher achievement on some metrics .
| Metric | Weighting | Target | Actual | Payout Decision | Vesting |
|---|---|---|---|---|---|
| Achieve 2024 revenue target | No predetermined weighting | Company-set revenue plan | Substantially achieved | Contributed to 80% of target payout (Sturmer actual $309,270 vs target $386,588) | N/A (cash) |
| Increase margin on incremental revenue | No predetermined weighting | Margin improvement | Partially achieved | Included in overall assessment | N/A |
| Achieve 2025 contractual backlog revenue | No predetermined weighting | Backlog target | Substantially achieved | Included in overall assessment | N/A |
| Employee retention rate | No predetermined weighting | Retention target | Exceeded | Included in overall assessment | N/A |
| Digital engagement | No predetermined weighting | Engagement target | Achieved | Included in overall assessment | N/A |
| Expanded products utilization | No predetermined weighting | Utilization targets | Substantially achieved | Included in overall assessment | N/A |
| Member satisfaction | No predetermined weighting | Composite target | Exceeded | Included in overall assessment | N/A |
| Client satisfaction | No predetermined weighting | Composite target | Achieved | Included in overall assessment | N/A |
| Superior fertility outcomes vs national | No predetermined weighting | Outcome targets | Exceeded | Included in overall assessment | N/A |
| Establish outcomes in expanded products | No predetermined weighting | Outcome baseline | Achieved | Included in overall assessment | N/A |
Sturmer’s 2024 bonus specifics: Target $386,588; potential payout based on achievement $351,374; actual payout $309,270; achievements included expansion of new client base, strategic partnerships, M&A, and product development .
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Total beneficial ownership (shares) | 1,083,263 (1.3% of outstanding) |
| Shares owned directly | 120,763 |
| Options exercisable within 60 days | 962,500 |
| Unvested RSUs outstanding | 250,000 (2024 grant) ; 3,935 (2023) ; 2,185 (2022) ; 15,625 (2021) |
| Unexercisable options outstanding | 600,000 (2024) ; 11,250 (2023) ; 150,000 (2022) ; 6,250 (2022) ; 37,500 (2021) |
| Hedging/Pledging policy | Company prohibits pledging and hedging of Progyny stock |
| Stock ownership guidelines | None formally adopted; committee deemed existing ownership sufficient in 2023 |
Insider transactions/pressure indicators: Sturmer had RSUs vesting totaling 67,315 shares in 2024 (no option exercises in 2024); one late Form 4 filed on April 3, 2024 reporting one transaction .
Performance Equity and Option Grants (Vesting and Overhang)
| Instrument | Grant Date | Shares/Options (#) | Strike/Price ($) | Fair Value ($) | Vesting Schedule | First Vest Date | Expiration |
|---|---|---|---|---|---|---|---|
| RSU | 3/4/2024 | 250,000 | — | $8,870,000 | 25% at 1-year; remaining 75% in equal quarterly installments over next 3 years, continued service required | 3/4/2025 | N/A |
| Stock Options | 3/4/2024 | 600,000 | 35.48 | $11,787,720 | 25% at 1-year; remaining 75% in equal quarterly installments over next 3 years, continued service required | 3/4/2025 | 3/3/2034 |
Rationale for 2024 grants: Significant increases in duties; leadership in M&A/product expansion; retention criticality; prior options largely underwater and had lost incentive/retentive value . 2024 RSU/option vest begin March 4, 2025; thereafter quarterly through 2028, creating ongoing vesting-based supply overhang .
Option/RSU vest/realization in 2024: Sturmer had 67,315 RSUs vest (value realized $1,749,446); no option exercises .
Employment Terms
| Trigger | Cash Severance | Bonus | COBRA | Equity Vesting | Option Exercise Window |
|---|---|---|---|---|---|
| Termination without cause or resignation for good reason (outside CIC) | 12 months base (installments) | Prorated current-year target bonus; prior-year bonus if earned (Board-determined) | Up to 12 months | 12 months of continued vesting of unvested equity | 6 months post-termination |
| CIC window (1 month prior to or within 1 year after acquisition) | Same cash terms as above; lump sum if Severance Plan applies | At least prorated/target per plan; accelerated payment if Severance Plan applies | Included | 100% of unvested time-based equity vests; performance-based awards accelerate per agreement/plan (greater of target or actual under Severance Plan) | 6 months post-termination (employment agreement) |
| Death | 100% acceleration of then-unvested equity | — | — | 100% acceleration (time-based) | — |
| Disability | No severance (cause/good reason not met) | — | — | Equity ceases vesting | — |
General plan overlay: Progyny’s Executive Severance Plan (May 2024) provides 12 months base, prorated bonus, 12 months subsidized COBRA, 12 months of time-based vesting, and performance-based awards 100% vest; CIC termination adds 100% acceleration and lump-sum cash payout .
Restrictive covenants: Not disclosed; employment agreements are at-will with standard release requirements .
Compensation Structure Analysis
- Cash-to-equity mix: Salary rose to market levels ($425k→$546k) with 2024 bonus at 80% of target ($309k); 2024 equity shifted heavily to RSUs and large new option grant to restore incentive value versus prior underwater options .
- Pay-for-performance: Annual bonus metrics emphasize revenue, backlog, margin, client/member outcomes; committee applied judgment without preset weights; despite high achievement, payouts capped at 80% to align with overall corporate performance .
- Governance safeguards: Clawback policy (Big R and little r restatements; recovery regardless of fault), no hedging/pledging, no option repricing without stockholder approval; limited perquisites; no tax gross-ups .
Compensation peer group and say-on-pay:
- Peer group updated in July 2024 (added ALHC, ASTH, EVH, PINC, PRVA, RDNT, SHC, TDOC; removed MRVI, MPLN, TNDM) to target ~65th percentile over two years .
- 2024 say-on-pay approval: ~97.6% support, indicating strong shareholder endorsement .
Investment Implications
- Alignment and retention: Sturmer’s significant 2024 RSU and option package creates multi-year vesting, supporting retention but also a steady supply overhang (25% cliff on 3/4/2025 then quarterly), with 600k options at $35.48 and 250k RSUs compelling value realization only with stock price appreciation for options .
- Bonus design and discipline: Cash incentive tied to broad operating metrics with committee discretion; 80% payout despite achievements signals compensation discipline in adverse macro or margin conditions .
- Severance/CIC economics: Outside CIC, terms are standard (12 months base, prorated bonus, continued vesting and 6-month exercise window); CIC provides full acceleration—consider potential dilution/overhang implications in change-of-control scenarios .
- Ownership and selling pressure: ~1.3% beneficial ownership with large vested option base; 2024 showed RSU vesting but no option exercise—monitor upcoming vest dates and any Form 4 sales; pledging/hedging prohibited, reducing misalignment risk .
- Execution track record: Background in payer operations and digital health growth (Cigna, Livongo) aligns with PGNY’s product expansion into pregnancy, postpartum, menopause; 2024 record revenue and client adds reinforce growth leadership under current executive team .