Peter Anevski
About Peter Anevski
Peter Anevski is CEO and a director of Progyny, Inc. since January 2022; prior roles included COO (2017–2021), President (2019–2021), and CFO (2017–2020). He previously served as EVP & CFO of WebMD (2013–2016) after 14 years in senior finance/operations roles at WebMD and predecessors. Age 57; B.A. in Accounting from Montclair State University . Company performance in 2024 included record revenue of $1.167B (+7.2% YoY) and positive net income; the “pay versus performance” table shows 2024 net income of $54.3M and a five-year TSR value of an initial $100 investment at $62.84 for 2024, with revenue central to PSU metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Progyny | Chief Executive Officer and Director | Jan 2022–present | Led solution expansion into pregnancy, postpartum, menopause; raised guidance multiple times; focus on diversified client base |
| Progyny | President | Jun 2019–Dec 2021 | Helped scale client growth and operations |
| Progyny | Chief Operating Officer | Jan 2017–Dec 2021 | Built operational backbone and provider network scaling |
| Progyny | Chief Financial Officer | Jan 2017–Sep 2020 | Established public company financial discipline |
| WebMD | EVP & CFO | May 2013–Sep 2016 | Public company CFO experience; investor relations and performance management |
| WebMD & predecessors | Senior finance/operations roles | ~14 years | Finance leadership; operational optimization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No current public company board roles disclosed for Anevski in the proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 780,000 | 100% | 568,000 (paid at 80% of target) |
| 2023 | 500,000 | 100% | 580,000 |
Notes:
- 2024 target bonus for CEO: $710,000; potential payout range 0–200% of target; committee paid at 80% of target despite higher “potential payout” to emphasize overall corporate performance .
Performance Compensation
Annual Incentive Outcomes (2024)
| Metric category | Target/Objective | Actual | Payout determination |
|---|---|---|---|
| Revenue & backlog | Achieve 2024 revenue and 2025 contractual backlog targets | Substantially achieved; backlog met | “Meets expectations” → bonus paid at 80% across NEOs |
| Margins | Increase margin on incremental revenue | Partially achieved | “Meets expectations” |
| Member/client outcomes | Maintain composite satisfaction and superior clinical outcomes | Exceeded targets (NPS +79 fertility; +84 Rx) | “Exceeds expectations” |
| Talent | Maintain employee retention rate | Exceeded target | “Exceeds expectations” |
Equity Awards Structure and 2022 Special Grants
| Award Type | Grant Date | Quantity | Vesting/Performance | Status |
|---|---|---|---|---|
| RSUs | Jan 1, 2022 | 250,000 | 25% on Jan 1, 2023; remaining vests quarterly over 3 years, service-based | 78,125 RSUs unvested as of Dec 31, 2024 |
| Stock Options | Jan 1, 2022 | 1,000,000 | 25% on Jan 1, 2023; remaining quarterly over 3 years; strike $50.35 | 687,500 exercisable; 312,500 unexercisable as of Dec 31, 2024 |
| PSUs (Tranche 1) | Jan 1, 2022 | 125,000 of 250,000 | Earned upon achieving specified revenue targets over any 4 consecutive fiscal quarters within 5 years | Fully vested Oct 31, 2023 |
| PSUs (Tranche 2) | Jan 1, 2022 | 125,000 of 250,000 | Same revenue construct; 5-year window | Unvested as of Dec 31, 2024 |
Notes:
- No equity grants to Anevski in FY2024 (reflecting multi-year nature of 2022 special awards and overall strategy) .
- PSU metric is multi-quarter revenue achievement; exact numeric revenue targets are not disclosed (described as “rigorous”), aligning long-term payout to topline performance .
Option Exercises and RSU Vests (Trading Signal Context)
| Year | Options Exercised (#) | Value Realized ($) | RSUs Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| 2024 | — | — | 62,500 | 1,885,938 |
| 2023 | 640,000 | 21,174,023 | 234,375 | 7,620,000 |
Interpretation:
- 2023 showed significant option exercises and RSU settlements, suggesting potential selling or tax-withholding-related dispositions; 2024 shows continued RSU vesting (scheduled), but no option exercises disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,798,554 shares (3.3% of outstanding) |
| Breakdown | 2,534,205 options exercisable within 60 days; 15,625 RSUs vesting within 60 days; 248,723 shares held directly; 1 share via PECO ANEVSKI 2020 SD LLC |
| Vested vs unvested (12/31/24) | Options: 715,556 at $3.95 (2019), 472,107 at $0.91 (2017), 34,042 at $1.50 (2018); 687,500 at $50.35 (2022) exercisable, 312,500 unexercisable; RSUs: 78,125 unvested; PSUs: 125,000 unvested; closing price $17.25 for valuation |
| Pledging/hedging | Prohibited by policy; “No pledging or hedging of Progyny stock” and derivative hedges prohibited |
| Ownership guidelines | Considered but not adopted; committee concluded executives/directors hold sufficient equity (2023 review) |
Potential selling pressure:
- Scheduled RSU vesting (78,125 remaining) and PSU tranche 2 (125,000) could add supply upon vest/settlement. Near-the-money/underwater options at $39.39 and $50.35 reduce exercise incentive at $17.25; deep in-the-money legacy options may be largely exercised already given 2023 activity .
Employment Terms
| Provision | Summary |
|---|---|
| Agreement | CEO employment agreement effective Jan 1, 2022 |
| Base/bonus eligibility | Base salary set in agreement (initially $500,000); eligible for up to 100% annual discretionary performance/retention bonus |
| Severance (no CoC) | 12 months base salary; prorated current-year target bonus and any prior-year earned bonus; up to 12 months COBRA; 12 months accelerated vesting of unvested awards other than 250,000 PSUs; 100% vesting of the 250,000 PSUs; options exercisable for 12 months post-termination (not beyond term) |
| Severance (within 1 month prior or within 2 years after acquisition) | Full acceleration of all unvested equity, including PSUs; 12 months option exercise post-termination; resignation for “good reason” includes resignation for any or no reason after the 9-month anniversary of an acquisition |
| Death/Disability | Death: full acceleration of then-outstanding equity; Disability: options exercisable for 12 months |
| Conditions | Severance subject to release and covenant compliance; Severance Plan allows “greater-of” benefits if more favorable |
| Clawback | Dodd-Frank/Nasdaq-compliant recovery policy adopted Aug 2023; applies to current/former Section 16 officers; triggers on both Big R and little r restatements; mandatory recovery |
| Anti-hedging | Insider Trading Policy bans derivatives and hedging (collars, swaps, prepaid forwards, etc.) |
Board Governance
- Board service: Director since Jan 2022; not independent due to CEO role .
- Board independence: Majority independent; CEO (Anevski) and Executive Chairman (David Schlanger) not independent .
- Leadership structure: Executive Chairman leads board; Lead Independent Director role currently held by Jeff Park (coordinates oversight with chair) .
- Committee roles: Anevski is not listed as a member of audit, compensation, or nominating committees; committee chairs are independent directors (Audit: Jeff Park; Compensation: Fred Cohen; Nominating: Norman Payson) .
- Dual-role implications: Separation of CEO and Executive Chairman with a Lead Independent Director mitigates concentration risk; independent committees oversee compensation and governance .
Director Compensation
- As an employee-director, Anevski receives no additional board compensation; director fees/equity apply only to non-employee directors .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD thousands) | 1,088,598 | 1,167,221 |
| Net Income ($USD thousands) | 62,037 | 54,336 |
| Company-selected measure | Revenue drives PSU performance link |
Company highlights:
- 2024: record revenue; new services launched (pregnancy, postpartum, menopause) with >1.5M lives having access; NPS +79 fertility, +84 Rx .
- 2025 YTD calls: consistent engagement; raised full-year guidance multiple times; >80 new logos and ~900,000 lives in selling season; announced $200M share repurchase authorization .
Company Financials (for pay-for-performance alignment)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 269,940,000 * | 278,078,000 * | 304,087,000 * | 286,625,000 * | 298,431,000 * | 324,038,000 * | 332,874,000 * | 313,346,000 * |
| EBITDA ($) | 14,434,000* | 19,239,000* | 21,441,000* | 13,295,000* | 16,655,000* | 25,278,000* | 25,563,000 * | 22,795,000* |
| Net Income - (IS) ($) | 13,470,000 * | 16,898,000 * | 16,485,000 * | 10,421,000 * | 10,532,000 * | 15,059,000 * | 17,112,000 * | 13,864,000 * |
Values retrieved from S&P Global.*
Compensation Policy, Peer Group, and Say-on-Pay
- Compensation design emphasizes “at-risk” pay (annual bonuses, long-term equity) and prohibits pledging/hedging; no SERP; no compensation-related tax gross-ups; no option repricing without shareholder approval; clawback in place .
- 2024 peer group refreshed; committee targeted ~65th percentile over a two-year period for executive compensation; consultant engagement switched to Semler Brossy in May 2024 .
- Shareholder feedback: 2023 say-on-pay support was 32.7% leading to changes (limit special awards; move away from qualitative goals). 2024 say-on-pay support rebounded to ~97.6% .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited by policy .
- Clawback: stringent, no discretion; applies to Big R and little r restatements .
- Related-party transactions: governed by audit committee policy requiring review/approval .
- Section 16 compliance: Anevski not cited for delinquent filings in 2024; some other executives filed one late Form 4 (April 3, 2024) .
Compensation Committee Analysis
- Independent committee with external consultants; processes include benchmarking and risk review; focus areas include succession planning and pay-for-performance alignment .
Equity Vesting Schedules and Potential Supply
- RSUs (2022 grant): 25% on Jan 1, 2023; remaining 75% vests in equal quarterly installments over 3 years (ongoing into 2025–2026) .
- PSUs: two equal tranches; each vests upon achieving revenue targets over any four consecutive quarters by the fifth anniversary (Tranche 1 vested Oct 31, 2023; Tranche 2 unvested) .
- Options: multiple tranches with quarterly/monthly vesting; legacy low-strike options largely exercisable .
Investment Implications
- Pay-for-performance alignment: CEO’s PSU structure ties a meaningful portion of long-term equity to sustained revenue achievements; 2023 vest confirmed execution, with a second tranche providing continued performance leverage .
- Retention risk: Robust severance and change-of-control provisions, including full equity acceleration in CoC scenarios, reduce departure risk but increase potential transaction costs; the ability to resign for any/no reason nine months post-acquisition is notable .
- Selling pressure: Scheduled RSU/PSU settlements could add supply; option exercise incentives are mixed (deep ITM legacy grants vs. underwater recent strikes at $39.39/$50.35 relative to $17.25), suggesting nearer-term pressure mostly from RSU/PSU vesting rather than option exercises .
- Governance: Dual leadership (CEO with non-independent Executive Chairman) is mitigated by a Lead Independent Director and fully independent committees; strong clawback and anti-hedging policies enhance alignment and risk control .
- Shareholder sentiment: 2024’s ~97.6% say-on-pay support and policy reforms indicate constructive engagement and reduced pay risk after 2023’s low support .