Roger Holstein
About Roger Holstein
Independent director at Progyny since November 2020; age 72. Managing Director at Vestar Capital Partners since 2006; previously CEO/President/Director of WebMD (1997–2005) and member of Medco’s Office of the President (1991–1996). BA with distinction from Swarthmore College. The board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WebMD Health Corp. | CEO, President, Director | 1997–2005 | Led establishment as leading healthcare information source |
| Medco | Office of the President | 1991–1996 | Helped create prescription benefit management business |
| MCI; Warner Amex Cable; Grey Advertising | Executive roles | Not disclosed | Senior operating/marketing roles |
| Spirits of St. Louis (ABA) | Marketing | Early career | Early marketing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vestar Capital Partners | Managing Director | 2006–present | Private equity; healthcare focus among portfolio |
| Quest Analytics (private) | Director | Current | Board member |
| Nox Health (private) | Director | Current | Board member |
Board Governance
- Class II director; term expires at 2027 annual meeting .
- Committee memberships: Compensation Committee member (Chair: Fred Cohen; other members: Debra Morris, Jeff Park) .
- Independence: board determined Holstein independent; majority-independent board .
- Attendance/engagement: Board met 10x in FY2024; Compensation Committee met 4x; each director attended ≥75% of aggregate meetings; independent directors held 4 executive sessions .
- Lead Independent Director: Jeff Park; responsibilities include agendas, executive sessions, liaison duties .
- Network ties: Several leaders share prior WebMD background (CEO Peter Anevski; Executive Chairman David Schlanger), which may facilitate information flow; board continues to assess independence and found no disqualifying relationships .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer |
| Committee chair fees (policy) | $10,000 (Comp Chair) | Holstein not a chair; policy amounts: Audit $20k; Comp $10k; Nominating $7.5k |
| Lead Independent Director premium (policy) | $25,000 | Not applicable to Holstein |
| 2024 fees form | Options in lieu of cash | Elected to receive 100% of retainer in stock options for period May 24, 2023–May 23, 2024; 790 options @ $38.24, fully vested May 24, 2024 |
| Non-employee director total comp cap | $750,000/year (or $1,000,000 if first appointed mid-year) | Plan limit |
Performance Compensation
- Directors receive time-based annual equity (options and RSUs); no disclosed performance metrics for director pay. Annual equity awards vest on first anniversary of grant date .
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Quest Analytics | Director | Private | Current |
| Nox Health | Director | Private | Current |
- No current public-company directorships disclosed. Compensation committee interlocks: none; no PGNY executives sit on boards/comp committees of entities with PGNY executives on PGNY’s comp committee .
Expertise & Qualifications
- Healthcare leadership and operations; digital health scaling (WebMD), PBM creation (Medco); private equity governance experience (Vestar); marketing and communications background. Board has cited his leadership and healthcare experience as qualifications .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 129,278 shares (includes options exercisable within 60 days) |
| Ownership % of shares outstanding | Less than 1% (“*” in table) |
| Breakdown (within 60 days of record date) | 115,367 options exercisable; 5,147 RSUs vesting; 8,764 shares held directly |
| Options outstanding at FY-end | 92,155 exercisable; 23,212 unexercisable |
| RSUs outstanding at FY-end | 5,147 (unvested; scheduled to vest May 23, 2025, subject to service) |
| Hedging/pledging | Company prohibitions on pledging and hedging; anti-hedging policy covers directors and prohibits derivative transactions; insider trading policy in place |
| Stock ownership guidelines | None formally adopted; committee concluded sufficient equity holdings, no formal guidelines needed at the time |
Director Compensation (Equity Grants)
| Type | Grant Value (Policy) | Holstein 2024 Reported Value |
|---|---|---|
| Annual RSUs | $139,750 | $139,741 |
| Annual Options | $338,587 | $338,585 |
Related-Party Exposure and Conflicts
- Related-person transactions: Company has a formal policy requiring review/approval; proxy discloses indemnification agreements and policy but no specific transactions involving Holstein in 2024 .
- Independence reaffirmed by board; no material relationships noted with PGNY .
Compensation Committee Analysis
- Composition: Cohen (Chair), Holstein, Morris, Park; all independent .
- Processes: Executive sessions; authority to retain independent consultants; 2024 transition from Willis Towers Watson to Semler Brossy for comp advice; committee reviews peer groups and risk .
Governance Assessment
- Independence, committee engagement, and attendance support investor confidence; no related-party transactions disclosed involving Holstein .
- Compensation mix emphasizes equity, aligning director incentives with shareholders; annual grants and an option election for cash retainer demonstrate at-risk alignment .
- Robust anti-hedging/anti-pledging and insider trading policies mitigate alignment risks; absence of formal stock ownership guidelines is a mild gap but board assessed holdings adequate .
- Network overlaps with ex-WebMD executives are notable but board’s independence review found no disqualifying relationships; continued monitoring advised .
- Say-on-pay support was strong (97.6% in 2024), indicating overall investor alignment on compensation governance .
RED FLAGS observed: None disclosed specific to Holstein (no related-party transactions, no hedging/pledging, no delinquent Section 16 filings cited for him). Monitoring areas: absence of formal director stock ownership guidelines; network ties with former WebMD executives (contextual, not a disclosed conflict) .