Form 4: Progyny Director Lloyd H. Dean Reports Significant Equity Awards

Progyny, Inc. Director Lloyd H. Dean has reported the acquisition of 8,026 restricted stock units and 33,817 stock options as part of compensation, vesting over time.

Summary

• Lloyd H. Dean, a Director at Progyny, Inc., acquired 8,026 shares of common stock in the form of Restricted Stock Units (RSUs) on May 22, 2025, with a price of $0.
• These 8,026 RSUs are scheduled to vest on May 22, 2026, contingent upon Mr. Dean's continued service to the company.
• Additionally, Mr. Dean acquired 31,617 stock options with an exercise price of $20.89 on May 22, 2025, which will vest on May 22, 2026, subject to continued service.
• He also acquired another 2,200 stock options with an exercise price of $20.89 on May 22, 2025.
• These 2,200 stock options will vest 25% on the first anniversary of the grant date, with the remainder vesting in equal quarterly installments through the fourth anniversary of the grant date, also subject to continued service.
• Following these transactions, Mr. Dean beneficially owns 19,727 shares of common stock directly and 33,817 stock options directly.

Sentiment

Score: 7

Explanation: The document reports routine equity compensation for a director, which is generally a positive sign of alignment and retention. There are no negative financial implications or unexpected events reported.

Positives

• The acquisition of RSUs and stock options by a director indicates continued alignment of management interests with shareholder value through equity-based compensation.
• The vesting schedules incentivize long-term commitment and performance from the director.

Negatives

• No direct negatives are apparent from this routine compensation disclosure.

Risks

• The vesting of RSUs and stock options is subject to the reporting person's continued service, meaning the awards could be forfeited if service ceases before vesting dates.
• The value of the stock options is dependent on Progyny's stock price exceeding the exercise price of $20.89.

Future Outlook

The document outlines future vesting schedules for equity awards, indicating that 8,026 Restricted Stock Units and 31,617 stock options will vest on May 22, 2026, subject to continued service. An additional 2,200 stock options will vest 25% on the first anniversary of the grant date, with the remainder vesting quarterly through the fourth anniversary, also contingent on continued service.

Management Comments

• The RSUs represent a contingent right to receive one share of Issuer common stock, vesting on May 22, 2026, subject to continued service.
• The shares subject to the option (31,617) will vest on May 22, 2026, subject to continued service.
• The shares subject to the option (2,200) will vest 25% on the first anniversary of the grant date, with the remainder vesting in equal quarterly installments through the fourth anniversary of the grant date, subject to continued service.

Industry Context

This Form 4 filing is a routine disclosure of equity compensation for a director, common practice across publicly traded companies to align executive and director incentives with shareholder interests. It does not provide specific industry-wide insights but reflects standard corporate governance practices in the healthcare benefits or fertility benefits sector where Progyny operates.

Comparison to Industry Standards

• The grant of Restricted Stock Units and stock options to a director is a standard form of equity compensation in publicly traded companies, particularly in the healthcare and technology sectors.
• The vesting schedules (one-year cliff for some, multi-year for others) are typical for incentivizing long-term commitment.
• Without specific compensation benchmarks for comparable companies like Kindbody or Carrot Fertility (private), or larger healthcare benefits providers, a direct quantitative comparison is not feasible from this document alone. However, the structure aligns with general market practices for director compensation.

Related Party Transactions

• The reported transactions involve the issuance of equity compensation to a director, which is a common form of related-party transaction in the context of corporate governance and compensation practices.

Stakeholder Impact

• Shareholders: The equity awards align the director's interests with shareholders by incentivizing long-term stock performance. Dilution from these awards is minimal and expected as part of compensation plans.
• Employees: No direct impact on general employees is indicated by this specific filing.
• Management: The awards serve as a retention and incentive mechanism for the director, reinforcing commitment to the company's strategic goals.

Next Steps

• Vesting of 8,026 RSUs on May 22, 2026, subject to continued service.
• Vesting of 31,617 stock options on May 22, 2026, subject to continued service.
• Commencement of vesting for 2,200 stock options, with 25% vesting on the first anniversary of the grant date (May 22, 2026) and quarterly thereafter through the fourth anniversary.

Key Dates

Recommendation

Keywords

Progyny, PGNY, SEC Form 4, Insider Trading, Restricted Stock Units, RSUs, Stock Options, Equity Compensation, Director Compensation, Beneficial Ownership