Norman Payson
About Norman Payson
Independent director since December 2016; age 76. B.S. in Earth and Planetary Sciences from MIT and M.D. from Dartmouth Medical School; California-licensed physician and designated audit committee financial expert at Progyny . Tenure includes chairing the Nominating & Corporate Governance Committee and serving on the Audit Committee; board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthsource | Co‑Founder & CEO | 1985–1997 | Built managed care platform |
| Oxford Health Plans | CEO | 1998–2002 | Led turnaround/operations at public health plan |
| Concentra | Chairman | 2005–2008 | Strategic oversight of occupational health services |
| Apria Healthcare Group Inc. | CEO | 2008–2012 | Led home healthcare provider (public company at various periods) |
| Evolent Health, Inc. | Director | Dec 2013–Jun 2019 | Board governance; later strategic advisor Mar 2014–Dec 2020 |
| Smile Brands | Director | Oct 2016–Nov 2023 | Dental services board role |
| Implantable Provider Group | Chairman | Jun 2021–Jul 2022 | Oversight of implant benefit management |
| Healthcare Outcomes Performance Co. (HOPCo) | Director | May 2017–Aug 2019 | Ortho outcomes & performance oversight |
| NCP, Inc. (family office) | President & Director | 1997–present | Consulting/personal investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Access Clinical Partners (GoHealth Urgent Care) | Director | Current | Private urgent care platform |
| HPM National Advisory Board, Columbia Mailman | Advisor/Board | Current | Public health advisory |
| USC Schaeffer Center Advisory Board | Advisor/Board | Current | Health policy advisory |
| Elia Philanthropies | Director | Since 1998 | Family foundation |
| City of Hope | Director emeritus | Until Jun 2020 (emeritus thereafter) | Continues boards of AccessHope & Beckman Research Institute (subsidiaries) |
| Geisel School of Medicine at Dartmouth | Director emeritus | Until Jun 2019 (emeritus thereafter) | Academic governance |
| Stephenson Global Pancreatic Cancer Research Institute | Director | Joined Oct 2024 | Research institute board |
| EmsanaCare | Director | Joined Dec 2024 | Health navigation services |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board affirmatively determined Dr. Payson is independent under Nasdaq standards; no family relationships with executives/directors .
- Attendance and engagement: Board met 10 times in FY2024; Audit Committee met 4; Compensation Committee 4; Nominating & Corporate Governance 6; each director attended ≥75% of aggregate meetings; independent directors held 4 executive sessions; 3 of 10 directors attended the 2024 annual meeting .
- Lead Independent Director: Jeff Park serves as Lead Independent Director; coordinates agendas and executive sessions .
Fixed Compensation
| Component | Policy Amount | 2024 Actual (Payson) |
|---|---|---|
| Board retainer (cash) | $40,000 per year | $40,000 included in fees earned |
| Nominating & Corporate Governance Chair fee (cash) | $7,500 per year | $7,500 included in fees earned |
| Meeting fees | None disclosed | $0 |
| Total cash fees | — | $47,500 |
- Non‑employee director cash compensation policy set in November 2021; additional roles carry incremental cash retainers (Lead Independent Director $25,000; Audit Chair $20,000; Compensation Chair $10,000) .
Performance Compensation
| Component | Policy Structure | 2024 Actual (Payson) | Vesting |
|---|---|---|---|
| Annual RSU grant | Board RSU grant value $139,750; chair RSU adders specified in policy | $167,678 RSU grant value | Annual grants vest one year from grant date |
| Annual option grant | Board option grant value $338,587; chair option adders specified in policy | $352,121 option grant value | Annual grants vest one year from grant date (policy), plus initial grants have 4‑year vest schedule |
- 2024 total director pay mix for Dr. Payson: cash $47,500 (8.4%), RSUs $167,678 (29.6%), options $352,121 (62.0%)—computed from reported totals .
- Directors may elect to receive cash retainer in options; Payson’s table shows cash paid; such election examples for other directors are disclosed .
Other Directorships & Interlocks
- External interlocks: Dr. Payson served on Evolent Health’s board (2013–2019) and as strategic advisor (2014–2020), while current PGNY director Cheryl Scott serves on Evolent Health’s board (since 2015), indicating a network interlock that may facilitate information flow but is not a related‑party transaction .
- Historical linkage: Prior leadership at Apria Healthcare (CEO, 2008–2012); current PGNY director Debra Morris served as Apria CFO (2013–2022), indicating a non‑overlapping historical tie .
Expertise & Qualifications
- 40‑year career as CEO/chair of multiple healthcare organizations, including public companies, supporting strategic and operational oversight .
- Designated audit committee financial expert based on education and experience; serves on Audit Committee .
- Clinical credentials (M.D., CA license) and broad advisory roles across health systems and research institutes .
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 604,790 (<1% of shares outstanding) | “*” denotes <1%; outstanding shares 85,668,392 on record date |
| Options exercisable within 60 days | 187,158 | Included in beneficial ownership computation |
| RSUs vesting within 60 days | 6,176 | Included in beneficial ownership computation |
| Direct common shares | 7,865 | |
| Revocable Trust (Norman & Melinda Payson) | 281,098 | |
| EVO Eagle, LLC | 122,493 (shared voting/dispositive power) | |
| Options outstanding (exercisable at FY end) | 163,018 | Director holdings table |
| Options outstanding (unexercisable at FY end) | 24,140 | Director holdings table |
| RSUs outstanding (unvested at FY end) | 6,176 (fully vests 5/23/2025) | Director holdings table |
- Anti‑hedging/derivative policy applies to directors; hedging/derivative transactions prohibited; no pledging disclosed .
- Stock ownership guidelines: Compensation committee reviewed in 2023 and determined formal guidelines were not necessary at that time; thus no formal director ownership guidelines in place .
Governance Assessment
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Strengths:
- Independence affirmed; no material disqualifying relationships .
- Committee leadership as Nominating & Corporate Governance Chair and Audit Committee member; designated financial expert, bolstering board effectiveness in oversight of risk, financial reporting, and ESG governance .
- Engagement: ≥75% attendance with robust committee activity in 2024; independent director executive sessions held four times, supporting independent oversight .
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Compensation alignment:
- Equity‑heavy director compensation (≈92% equity in 2024), aligning incentives with shareholder value; capped by plan limits ($750k annual, $1,000k for new directors) .
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Potential flags/monitoring items:
- Absence of formal director stock ownership guidelines (committee concluded not necessary), which some investors view as weaker alignment versus peers .
- Network interlocks (Evolent Health) via multiple PGNY directors require continued vigilance to avoid conflicts, though no related‑party transactions are disclosed .
- Annual meeting attendance in 2024 was low overall (3 of 10 directors attended), a soft signal to monitor for engagement; individual attendance at board/committee meetings met ≥75% .
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Related‑party and compliance:
- Related person transaction policy requires Audit Committee/Board approval for transactions >$120k; no related‑party transactions disclosed for directors in 2024; Section 16 filings generally timely, with late filings noted for certain executives—not for Payson .
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Shareholder sentiment:
- Say‑on‑pay support in 2024 was ~97.6%, indicating broad investor confidence in governance and compensation frameworks .