pgny-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


x			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under § 240.14a-12

PROGYNY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PROGYNY, INC.

1359 Broadway, 2nd Floor

New York, New York 10018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually at https://edge.media-server.com/mmc/p/f2897z9j on May 21, 2026

To the Stockholders of Progyny, Inc.:

On behalf of our board of directors, you are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Progyny, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually, via live webcast at https://edge.media-server.com/mmc/p/f2897z9j, originating from New York, New York on Thursday, May 21, 2026 at 3:00 p.m., Eastern Time. Similar to last year, we have decided to hold a virtual Annual Meeting this year. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes prior to the start of the Annual Meeting on May 21, 2026 to ensure you are logged in when the Annual Meeting begins.

The Annual Meeting will be held for the following purposes:

1.To elect three Class I directors, Lloyd Dean, Kevin Gordon, and Cheryl Scott, each to hold office until our annual meeting of stockholders in 2029;

2.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To approve, on an advisory (non-binding) basis, the compensation of our named executive officers;

4.To approve the amendment to the Company’s Certificate of Incorporation to eliminate certain supermajority voting requirements;

5.To approve the amendment to the Company’s Certificate of Incorporation to eliminate the default supermajority voting requirement concerning certain business combinations; and

6.To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this notice.

The record date for the Annual Meeting is Friday, March 27, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.


			By Order of the Board of Directors


			Allison Swartz
			Executive Vice President, General Counsel and Secretary

New York, New York
April 10, 2026

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON THURSDAY, MAY 21, 2026 AT 3:00 P.M., EASTERN TIME

The notice of Annual Meeting, the proxy statement, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.edocumentview.com/PGNY



			You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online during the Annual Meeting, you may vote your shares by proxy in advance of the Annual Meeting via the internet, by telephone, or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card. Even if you have voted by proxy, you may still vote online during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote during the Annual Meeting, you must follow the instructions from such entity and will need to obtain a proxy issued in your name from that record holder.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING			2
PROPOSAL 1 ELECTION OF DIRECTORS			6
INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS			7
INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10
PROPOSAL 2 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDI NG DECEMBER 31, 2 026			17
PROPOSAL 3 APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			18
EXECUTIVE OFFICERS			19
EXECUTIVE COMPENSATION			20
DIRECTOR COMPENSATION			49
PROPOSAL 4 APPROVAL OF THE AMENDMENT TO THE C O M P A N Y ’S CERTIFICATE OF INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS			52
PROPOSAL 5 APPROVAL OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO ELIMINATE THE DEFAULT SUPERMAJORITY VOTING REQUIREMENT CONCERNING CERTAIN BUSINESS COMBINATIONS			53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54
DELINQUENT SECTION 16(A) REPORTS			55
TRANSACTIONS WITH RELATED PERSONS			56
HOUSEHOLDING OF PROXY MATERIALS			57
OTHER MATTERS			58
APPENDI X A			61
A PPENDIX B			62


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PROGYNY, INC.

1359 Broadway, 2nd Floor

New York, New York 10018

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually at https://edge.media-server.com/mmc/p/f2897z9j on May 21, 2026 at 3:00 p.m., Eastern Time

Our board of directors is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Progyny, Inc., a Delaware corporation, to be held virtually, via live webcast at https://edge.media-server.com/mmc/p/f2897z9j, originating from New York, New York on Thursday, May 21, 2026 at 3:00 p.m., Eastern Time, and any adjournment or postponement thereof. Similar to last year, we have decided to hold a virtual Annual Meeting this year. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

For the Annual Meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), to our stockholders primarily via the internet. On or about April 10, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet, how to vote at the Annual Meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically by email by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our Annual Meeting.

Only stockholders of record at the close of business on Friday, March 27, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 78,328,997 shares of common stock outstanding and entitled to vote. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during normal business hours for ten days before the Annual Meeting at our address listed above. The stockholder list will also be available during the Annual Meeting. For instructions on how to attend the Annual Meeting, please see the instructions on the first page of this proxy statement.

In this proxy statement, we refer to Progyny, Inc. as “Progyny,” “the Company,” “we,” or “us” and the board of directors of Progyny as “the board” or “board of directors.” The Annual Report, which contains financial statements as of December 31, 2025 and 2024 and for the three years ended December 31, 2025, accompanies this proxy statement. You also may obtain a copy of the Annual Report without charge by writing to our Secretary at 1359 Broadway, 2nd Floor, New York, New York 10018, Attention: General Counsel or by emailing investors@progyny.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON THURSDAY, MAY 21, 2026 AT 3:00 P.M., EASTERN TIME

The notice of Annual Meeting, the proxy statement, and our Annual Report are available at

www.edocumentview.com/PGNY


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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the internet. Accordingly, we have sent you the Notice because our board of directors is soliciting your proxy to vote at the Annual Meeting to be held on May 21, 2026, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials via the internet or to request a printed copy can be found in the Notice.

We intend to mail the Notice on or about April 10, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

How do I attend, participate in, and ask questions during the virtual Annual Meeting?

We will be hosting the Annual Meeting via live webcast only. You may attend the virtual Annual Meeting live online at https://edge.media-server.com/mmc/p/f2897z9j. The meeting will start at 3:00 p.m., Eastern Time, on Thursday, May 21, 2026. Stockholders attending the virtual Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We recommend that you log in a few minutes before 3:00 p.m., Eastern Time, to ensure you are logged in when the Annual Meeting begins. The webcast will open fifteen minutes before the start of the Annual Meeting.

If you would like to submit a question, you may do so before or during the Annual Meeting by emailing investors@progyny.com. Questions may be ruled out of order if they are, among other things, irrelevant to our business, related to material nonpublic information of the Company or pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political, or business interests.

No audio or video recordings of the Annual Meeting are permitted.

Why is this Annual Meeting being held as a virtual only meeting?

We are excited to provide expanded access and improved communication. We believe that hosting a virtual meeting will increase stockholder attendance and participation because stockholders can participate from any location around the world, while saving the Company and investors time and money. Stockholders can submit questions both ahead of and during the Annual Meeting by emailing investors@progyny.com. A virtual meeting also enables us to provide non-stockholders the opportunity to attend the meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 78,328,997 shares of common stock outstanding and entitled to vote.

Stockholder of record: shares registered in your name

If on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or vote by proxy in advance of the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting, either electronically via the internet, by telephone, or by completing and returning a printed proxy card. Even if you vote in advance of the Annual Meeting, you can still attend the Annual Meeting and change your vote during the Annual Meeting.

Beneficial owner: shares registered in the name of a broker, bank, or other agent

If on the Record Date, your shares were not held in your name but in an account at a brokerage firm, bank, or other similar entity, then you are the beneficial owner of shares held in “street name,” and the Notice will be forwarded to you by that entity. The entity holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may vote your shares online during the Annual Meeting only by following the instructions from the entity holding your account and after obtaining a valid proxy from such entity.

What am I voting on?

There are five proposals scheduled for a vote:

•Proposal 1: Election of each of Lloyd Dean, Kevin Gordon, and Cheryl Scott as Class I directors, each to hold office until our annual meeting of stockholders in 2029.

•Proposal 2: Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

•Proposal 3: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.


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•Proposal 4: Approval of the amendment to the Company’s Certificate of Incorporation to eliminate certain supermajority voting requirements.

•Proposal 5: Approval of the amendment to the Company’s Certificate of Incorporation to eliminate the default supermajority voting requirement concerning certain business combinations.

What if another matter is properly brought before the Annual Meeting?

Our board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

Stockholder of record: shares registered in your name. If you are a stockholder of record, you may vote (i) online during the Annual Meeting or (ii) in advance of the Annual Meeting by proxy via the internet, by telephone, or by using a proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting to ensure your vote is counted. You may still attend the Annual Meeting and vote online during the Annual Meeting even if you have already voted by proxy.

•To vote during the Annual Meeting, go to www.investorvote.com/PGNY, starting at 3:00 p.m., Eastern Time, on Thursday, May 21, 2026. You will be asked to provide the control number from the Notice or the printed proxy card.

•To vote online in advance of the Annual Meeting, go to www.investorvote.com/PGNY. You will be asked to provide the control number from the Notice or the printed proxy card. Your internet vote must be received by 11:59 p.m., Eastern Time, on Wednesday, May 20, 2026 to be counted.

•To vote in advance of the Annual Meeting by telephone, dial 1-800-652-VOTE (8683), which is the number in the Notice or the printed proxy card that may be delivered to you, using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice or the printed proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time, on Wednesday, May 20, 2026 to be counted.

•To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial owner: shares registered in the name of a broker, bank, or other agent. If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received the Notice containing voting instructions from that entity rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online during the Annual Meeting, you must follow the instructions from your broker, bank, or other agent.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the proposals to be voted on at the Annual Meeting. You cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote (i) by proxy in advance of the Annual Meeting via the internet, by telephone, or by using a printed proxy card or (ii) during the Annual Meeting by submitting a ballot online.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions in the Notices to ensure that all of your shares are voted.

Can I revoke my vote after submitting my proxy?

Stockholder of record: shares registered in your name. If you are a stockholder of record, you can revoke your proxy at any time before the final vote at the Annual Meeting. You may revoke your proxy by using any of the following methods:

•Mail another properly completed proxy card with a later date.

•Grant a subsequent proxy by telephone or via the internet.

•Send a timely written notice that you are revoking your proxy to our Secretary at 1359 Broadway, 2nd Floor, New York, New York 10018, Attention: General Counsel or via email at investors@progyny.com.

•Attend the virtual Annual Meeting and vote online. You must vote; simply attending the Annual Meeting will not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy, voting instructions, or vote in advance of the Annual Meeting by telephone or via the internet so that your vote will be counted if you decide later not to attend the Annual Meeting.


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Your most current vote, received by proxy card, telephone, or internet proxy, will be the one that is counted.

Beneficial owner: shares registered in the name of a broker, bank, or other agent. If you are a beneficial owner and your shares are held in “street name” by your broker, bank, or other agent and you would like to revoke your proxy, you should follow the instructions provided by your broker, bank, or other agent.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote via the internet, by telephone, by completing the proxy card that was delivered to you, or online during the Annual Meeting, your shares will not be voted.

If you are a stockholder of record and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our board of directors: “FOR” the election of each of the three nominees for director; “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; “FOR” the approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers; “FOR” the approval of the amendment to the Company’s Certificate of Incorporation to eliminate certain supermajority voting requirements; and “FOR” the approval of the amendment to the Company’s Certificate of Incorporation to eliminate the default supermajority voting requirement concerning certain business combinations. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named in your proxy card) will vote your shares using their best judgment.

If I am a beneficial owner of shares held in “street name” and I do not provide my broker, bank, or other agent with voting instructions, what happens?

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker, bank, or other agent will be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter. The only routine matter on the agenda for the Annual Meeting is the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm (Proposal 2). Brokers, banks, and other agents can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine” but not with respect to “non-routine” matters. Accordingly, your broker, bank, or other agent may vote your shares on Proposal 2 even if you do not provide them with voting instructions. However, your broker, bank, or other agent may not vote your shares on Proposal 1, Proposal 3, Proposal 4, or Proposal 5 without your instructions. For Proposal 1, Proposal 3, Proposal 4, and Proposal 5, if you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, it will result in a “broker non-vote.”

What are “broker non-votes?”

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares on how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

As a reminder, if you are a beneficial owner of shares held in “street name,” in order to ensure your shares are voted in line with your preferences, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from that entity.

How many votes are needed to approve each proposal?

•Proposal 1: Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the most “FOR” votes from the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “FOR” will affect the outcome. “WITHHOLD” votes will have no effect on the proposal. Broker non-votes have no effect, and brokers are not entitled to vote on this proposal without instruction.

•Proposal 2: To be approved, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 must receive the affirmative vote “FOR” from the holders of a majority of the voting power of the shares present by virtual attendance or represented by proxy and entitled to vote on the matter. Abstentions will be counted as present for purposes of this vote, and therefore will have the same effect as an “AGAINST” vote. Brokers have discretion to vote on Proposal 2, and therefore no broker non-votes are expected on this matter.

•Proposal 3: To be approved, the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers must receive the affirmative vote “FOR” from the holders of a majority of the voting power of the shares present by virtual attendance or represented by proxy and entitled to vote on the matter. Abstentions will be counted as present for purposes of this vote, and therefore will have the same effect as an “AGAINST” vote. Broker non-votes have no effect, and brokers are not entitled to vote on the proposal without instruction.


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•Proposal 4: To be approved, the approval of the amendment to the Company’s Certificate of Incorporation to eliminate certain supermajority voting requirements must receive the affirmative vote “FOR” from the holders of at least two-thirds of the voting power of all the then-outstanding shares of common stock entitled to vote on the matter. Abstentions and broker non-votes will count as votes “AGAINST” the matter.

•Proposal 5: To be approved, the approval of the amendment to the Company’s Certificate of Incorporation to eliminate the default supermajority voting requirement concerning certain business combinations must receive the affirmative vote “FOR” from a majority of the then-outstanding shares of common stock entitled to vote on the matter. Abstentions and broker non-votes will count as votes “AGAINST” the matter.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote are present at the Annual Meeting by virtual attendance or represented by proxy. On the Record Date, there were 78,328,997 shares outstanding and entitled to vote.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the meeting or the holders of a majority of the voting power of the shares present at the Annual Meeting by virtual attendance or represented by proxy may adjourn the Annual Meeting to another date.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting, between the hours of 9:00 a.m. and 4:30 p.m., Eastern Time, at our principal executive offices at 1359 Broadway, 2nd Floor, New York, NY 10018, by contacting our General Counsel via email at investors@progyny.com.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting.

When are stockholder proposals and nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must satisfy the conditions set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and must be submitted in writing by December 11, 2026 to our Secretary at 1359 Broadway, 2nd Floor, New York, New York 10018, Attention: General Counsel.

Pursuant to our Bylaws, if you wish to submit a proposal or a director nomination at the 2027 annual meeting that is not to be included in next year’s proxy materials, you must do so not later than the close of business on February 20, 2027 nor earlier than the close of business on January 21, 2027. However, if our 2027 annual meeting is not held between April 21, 2027 and June 20, 2027, to be timely, notice by a stockholder must be received (i) not earlier than the close of business on the 120th day prior to the 2027 annual meeting and (ii) not later than the close of business on the later of the 90th day prior to the 2027 annual meeting or the 10th day following the day on which public announcement of the date of the 2027 annual meeting is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.


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PROPOSAL 1

ELECTION OF DIRECTORS

Our board of directors currently consists of ten members and is divided into three classes as follows:

•Class I directors: Lloyd Dean, Kevin Gordon, and Cheryl Scott, whose terms will expire at this Annual Meeting;

•Class II directors: Peter Anevski, Roger Holstein, Jeff Park, and David Schlanger, whose terms will expire at the 2027 annual meeting of stockholders; and

•Class III directors: Elizabeth Bierbower, Debra Morris, and Norman Payson, M.D., whose terms will expire at the 2028 annual meeting of stockholders.

Each class consists of, as nearly as possible, one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Progyny.

Mr. Dean, Mr. Gordon, and Ms. Scott are current members of our board of directors and have been nominated for election to serve as Class I directors. Each of these nominees was recommended to our board of directors by our nominating and corporate governance committee. Each nominee has agreed to stand for reelection at the Annual Meeting, and our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees will serve until the 2029 annual meeting of stockholders and until their successor has been duly elected, or if sooner, until such director’s death, resignation, or removal.

Our nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct our business. To that end, the nominating and corporate governance committee has identified and evaluated director nominees in the broader context of the board’s overall composition, with the goal of recruiting members who will complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the committee views as critical to the effective functioning of the board. To achieve a mix of experience and perspective on the board, the nominating and corporate governance committee also considers director skills, prior board involvement, and expertise, among other factors. The biographies below include information, as of the date of this proxy statement, about the specific and particular experience, qualifications, attributes, or skills of each director or director nominee that led the nominating and corporate governance committee to conclude that such director or director nominee should serve on the board.

Our Board of Directors Unanimously Recommends a Vote FOR Each Class I Director Nominee Named Above.


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INFORMATION ABOUT DIRECTOR NOMINEES AND CURRENT DIRECTORS

The following table sets forth the ages and position held with the Company as of the date of this proxy statement for the Class I director nominees and our other directors who will continue in office after the Annual Meeting.

Name

Age

Principal Position

Class I directors nominees for election at this Annual Meeting

Lloyd Dean

Director

Kevin Gordon

Director

Cheryl Scott

Director

Class II directors continuing in office until the 2027 annual meeting of stockholders

Peter Anevski

Chief Executive Officer and Director

Roger Holstein

Director

Jeff Park

Lead Independent Director

David Schlanger

Executive Chairman

Class III directors continuing in office until the 2028 annual meeting of stockholders

Norman Payson, M.D.

Director

Debra Morris

Director

Elizabeth Bierbower

Director

Set forth below is biographical information for the Class I director nominees and each director whose term of office will continue after the Annual Meeting. This includes information about each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

Nominees for Election at the Annual Meeting

Lloyd Dean has served as a member of our board of directors since August 2022. Mr. Dean has served as the Chief Executive Emeritus and the Founding Executive of CommonSpirit Health since August 2022, where he previously served as the Chief Executive Officer from February 2019 to July 2022. Prior to that, he worked at Dignity Health (f/k/a Catholic Healthcare West) from 2000 to 2019, where he most recently served as Chief Executive Officer and President. Mr. Dean worked at Advocate Health Care as Chief Operating Officer from 1997 to 2000 and as Executive Vice President from 1995 to 1997. He has also held executive positions at EHS Healthcare and Consumer Health Services. Mr. Dean has served on the board of directors of McDonald’s Corporation, a public company, since August 2015, and Surgery Partners, Inc., a public company, since February 2026. In addition, Mr. Dean currently serves on the board of directors of Guidehouse. Mr. Dean previously served on the board of directors of Wells Fargo & Company from 2005 to 2018 and Golden Arrow Merger Corp until January 2026. Mr. Dean holds a Bachelor of Science in Sociology and a Master’s in Education from Western Michigan University, an honorary Doctorate of Humane Letters from the University of San Francisco, and an honorary Doctor of Science degree from Morehouse School of Medicine, California State University, and California Polytechnic State University. CommonSpirit Health has also established the Lloyd H. Dean Institute for Humankindness and Health Justice. We believe that Mr. Dean is qualified to serve on our board of directors because of his extensive knowledge and experience in healthcare.

Kevin Gordon has served as a member of our board of directors since October 2019. Mr. Gordon has also served on the board of directors of privately held Worldwide Clinical Trials, a global contract research organization, since December 2023 and as a Kohlberg Operating Advisor thereto since July 2024. He served as an advisor to 3i Group’s North American healthcare portfolio companies from January 2022 to July 2024, including as a director of privately held Sanisure LLC and Cirtec Medical Corp., and currently serves as a director of Q Holdco Limited. Mr. Gordon served on the board of directors of Veracyte, Inc., a genomic diagnostics company, from December 2016 to June 2022. From January 2018 to March 2019, he was the President and Chief Financial Officer of Liquidia Technologies Inc., a clinical biopharmaceutical company. Mr. Gordon served as Executive Vice President and Chief Operating Officer of Quintiles Transnational Holdings Inc., or Quintiles, a research, clinical trial, and pharmaceutical consulting company, from October 2015 until its merger with IMS Health Holdings, Inc. (forming IQVIA Holdings, Inc.) in October 2016. Prior to that, he was the Executive Vice President and Chief Financial Officer of Quintiles from July 2010 to December 2015. Mr. Gordon served as Executive Vice President and Chief Financial Officer of Teleflex Incorporated, a medical device company, from March 2007 to January 2010, and he held various senior corporate development positions there from 1997 to 2007. Prior to that, Mr. Gordon held various positions at Package Machinery Company and KPMG LLP. Mr. Gordon holds a B.S. in Accounting from the University of Connecticut. We believe that Mr. Gordon is qualified to serve on our board of directors because of his extensive accounting experience and leadership experience at healthcare companies.


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Cheryl Scott has served as a member of our board of directors since October 2019. Since July 2016, Ms. Scott has served as the Main Principal of the McClintock Scott Group. From June 2006 to July 2016, Ms. Scott served as Senior Advisor to the Bill & Melinda Gates Foundation. Previously, she served as President and Chief Executive Officer of the Seattle-based Group Health Cooperative for eight years. She currently serves on a variety of private company and not-for-profit boards. Ms. Scott was a member of the board of directors of Recreational Equipment, Incorporated (REI) from 2005 to 2017 and served as the board chairperson from 2015 to 2017. In addition, Ms. Scott served as a member of the board of directors of Evolent Health, Inc., a public company, from November 2015 to December 2025. Ms. Scott received her B.A. in Journalism and M.H.A. from the University of Washington and is currently a Clinical Professor of Health Services at the University of Washington. We believe that Ms. Scott is qualified to serve on our board of directors because of her extensive career and experience in healthcare, leadership, and corporate governance, including her tenure as the Chief Executive Officer of Group Health Cooperative.

Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

Peter Anevski has served as our Chief Executive Officer and a member of our board of directors since January 2022. He previously served as our Chief Operating Officer from January 2017 to December 2021, our President from June 2019 to December 2021, and our Chief Financial Officer from January 2017 to September 2020. Mr. Anevski has extensive experience managing financial functions for public companies. From May 2013 to September 2016, he served as the Executive Vice President and Chief Financial Officer of WebMD. Prior to that, Mr. Anevski served in senior finance and operations roles at WebMD and its predecessor companies for 14 years, including as Senior Vice President, Finance. Mr. Anevski received his B.A. in Accounting from Montclair State University. We believe that Mr. Anevski is qualified to serve on our board of directors because of his significant experience at healthcare companies and as a member of our executive management team.

Roger Holstein has served as a member of our board of directors since November 2020. He has been a Managing Director at Vestar Capital Partners, a private equity firm, since 2006, and he currently serves on the board of directors of privately held Nox Health. Mr. Holstein previously served on the board of directors of Quest Analytics from June 2017 until December 2025. From 1997 to 2005, Mr. Holstein served as Chief Executive Officer, President, and Director of WebMD Health Corp., or WebMD, and helped establish it as the leading source of healthcare information for consumers and professionals. From 1991 to 1996, Mr. Holstein was a member of the Office of the President at Medco, where he helped create the business of prescription benefit management. Prior to that, he held executive positions at MCI, Warner Amex Cable, and Grey Advertising. Mr. Holstein began his career in marketing with the Spirits of St. Louis basketball team in the American Basketball Association. Mr. Holstein holds a B.A. with distinction from Swarthmore College. We believe that Mr. Holstein is qualified to serve on our board of directors because of his extensive leadership and healthcare experience.

Jeff Park has served as a member of our board of directors since October 2019. Mr. Park has served as a President of EVERSANA, which is a leading provider of global services to the life sciences industry, since August 2025. From November 2023 to August 2025, Mr. Park served as the President of Waltz Health, a digital health business that helps patients and payers save costs on prescription drugs, until Waltz Health was acquired by EVERSANA in August 2025. From April 2019 to April 2022, he served as the Chairman and Chief Executive Officer of WellDyneRx, an independent pharmacy benefits manager. Mr. Park has served as a member of the board of directors of P3 Health Partners, a public company, since December 2021. From January 2018 to May 2018, he was the Interim Chief Executive Officer of Diplomat Pharmacy, Inc., or Diplomat, a provider of specialty pharmacy services. In addition, from June 2017 to February 2019, Mr. Park served on the board of directors of Diplomat. Prior to that, from July 2015 to July 2016, he was the Chief Operating Officer of OptumRX, the entity resulting from the merger of Catamaran Corporation, or Catamaran, and OptumRX, UnitedHealthcare Group’s free-standing pharmacy care services business. Before the merger, from March 2014 to July 2015, Mr. Park was Catamaran’s Executive Vice President, Operations and previously served as Catamaran’s Chief Financial Officer, beginning in 2006. Mr. Park also served as a member of the board of directors of Ray Graham Assoc. Illinois Disability, a not-for-profit association, from January 2010 to June 2016. Mr. Park holds a B.S. in Accounting from Brock University. We believe that Mr. Park is qualified to serve on our board of directors because of his extensive leadership experience in the pharmaceutical industry.

David Schlanger has served as our Executive Chairman since January 2022 and as a member of our board of directors since March 2017. Mr. Schlanger was previously our Chief Executive Officer from January 2017 to December 2021. From August 2013 to September 2016, he served as the Chief Executive Officer of WebMD, an online provider of information relating to health and well-being. Prior to that, Mr. Schlanger served as the Interim Chief Executive Officer and in various other senior executive positions at WebMD and its predecessor companies for more than 15 years, including as Senior Vice President, Strategic and Corporate Development and Senior Vice President, Corporate Development. Mr. Schlanger received his B.S. from Georgetown University and his J.D. from the University of Michigan Law School. We believe that Mr. Schlanger is qualified to serve on our board of directors because of his extensive experience at healthcare companies and in executive management.


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Directors Continuing in Office until the 2028 Annual Meeting of Stockholders

Norman Payson, M.D. has served as a member of our board of directors since December 2016. Dr. Payson was a co-founder of Healthsource and its Chief Executive Officer from 1985 to 1997, Chief Executive Officer of Oxford Health Plans from 1998 to 2002, Chairman of Concentra from 2005 to 2008, and Chief Executive Officer of Apria Healthcare Group Inc. from 2008 to 2012. Since 1997, Dr. Payson has served as President and a director of NCP, Inc., his family office, through which he engages in consulting and personal investment activities. In addition, he served as a strategic advisor for Evolent Health, Inc. from March 2014 to December 2020 and previously served on its board of directors from December 2013 to June 2019. Dr. Payson is currently serving on the board of directors of various private and not-for-profit companies, including Access Clinical Partners (d/b/a GoHealth Urgent Care), HPM National Advisory Board at the Mailman School of Public Health at Columbia, and USC Schaeffer Center Advisory Board. Dr. Payson is also on the board of directors of Elia Philanthropies (formerly Kiva Foundation), a private charitable foundation organized by Dr. Payson and his wife in June 1998. Until June 2020, Dr. Payson served on the board of City of Hope, where he now serves as director emeritus. He continues to serve on the boards of AccessHope and Beckman Research Institute, which are subsidiaries of City of Hope. Until June 2019, Dr. Payson served as a director at the Geisel School of Medicine at Dartmouth, where he now serves as director emeritus. From October 2016 to November 2023, he was on the board of directors of Smile Brands. From June 2021 to July 2022, Dr. Payson was Chairman of Implantable Provider Group. From May 2017 to August 2019, he was a board member of Healthcare Outcomes Performance Company, a subsidiary of The Center for Orthopaedic and Research Excellence, Inc. In October 2024, Dr. Payson joined the board of Stephenson Global Pancreatic Cancer Research Institute, and, in December 2024, Dr. Payson joined the board of Handpicked Health (formerly EmsanaCare). Dr. Payson has a B.S. in Earth and Planetary Sciences from the Massachusetts Institute of Technology and received his M.D. from Dartmouth Medical School. Dr. Payson is a California licensed physician. We believe that Dr. Payson is qualified to serve on our board of directors because of his 40-year career as chief executive officer or chairman of multiple healthcare organizations, including publicly traded companies.

Debra Morris has served as a member of our board of directors since January 2025. Ms. Morris currently serves as Executive Advisor to AccessHope, LLC and previously served as its President from November 2024 through December 2025. She served as its Chief Operating Officer and Chief Financial Officer from May 2024 to November 2024. Prior to that, Ms. Morris was Executive Vice President, Chief Financial Officer of Apria, Inc. from March 2013 to October 2022. Ms. Morris served as Chief Financial Officer of Americas for Sitel Group from February 2010 to February 2013. She was a Partner of Tatum LLC from 2004 to 2011, in which capacity she provided chief financial officer services for various contracted companies, including LifeMasters Supported SelfCare. From 1999 to 2003, Ms. Morris was Chief Financial Officer of Caliber Holdings Corporation. Prior to that, she served in various roles at CBRE Group, Inc., including Executive Vice President, Global Chief Accounting Officer and Global Integration from 1981 to 1999. Ms. Morris currently serves on the board of directors of Rexford Industrial Realty, Inc. and biote Corp, both public companies. She previously served on the board of directors of Alternative Logistics Technologies Holdco LLC (Everdriven) from May 2020 to February 2024 and Tatum LLC from 2008 to 2011. Ms. Morris holds a B.S. in Business Administration from Colby Sawyer College in New London, New Hampshire. We believe that Ms. Morris is qualified to serve on our board of directors because of her extensive finance and accounting expertise and extensive leadership experience.

Elizabeth Bierbower has served as a member of our board of directors since May 2025. From 2022 to 2023, Ms. Bierbower served as Chairman, Chief Executive Officer, and a director of Friday Health Plans, a health insurance company. Prior to that, Ms. Bierbower held various positions at Humana Inc., including Segment President from April 2018 to December 2019, President of the Employer Group Segment from May 2012 to September 2018, Chief Operating Officer of the Specialty Benefits division from October 2008 to June 2012, and Vice President of Product Innovation from May 2001 to September 2008. Before that, Ms. Bierbower was Vice President of Program Management at Highmark Blue Cross Blue Shield from 1997 to 2001 and Chief Operating Officer at Coventry Health Care, Pennsylvania from 1989 to 1996. Ms. Bierbower currently serves on the board of directors of Option Care Health, a public company, and privately held Blue Sprig, Paradigm Corp., and Point32Health. She previously served on the board of directors of Iora Health, the American Telemedicine Association, and Quest Analytics. Ms. Bierbower has a B.A. in Sociology from Carlow University and a master’s degree in public management from Carnegie Mellon University. We believe that Ms. Bierbower is qualified to serve on our board of directors because of her more than 30 years of proven executive-level experience managing operations and P&L in the healthcare industry.


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INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the Nasdaq listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors consults with our counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations defining “independent,” including those set forth in the applicable Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after reviewing the relevant identified transactions or relationships between each director and any of their family members and Progyny, our senior management, and our independent auditors, our board of directors has affirmatively determined that the following eight directors are independent within the meaning of the applicable Nasdaq listing standards: Ms. Bierbower, Mr. Dean, Mr. Gordon, Mr. Holstein, Ms. Morris, Mr. Park, Dr. Payson, and Ms. Scott. In addition, our board of directors affirmatively determined that Fred Cohen was independent for the period during which he served as a director in 2025. In making this determination, our board of directors found that none of these directors had a material or other disqualifying relationship with Progyny. Mr. Anevski and Mr. Schlanger, by virtue of their positions as our chief executive officer and executive chairman, respectively, are not independent within the meaning of the applicable Nasdaq listing standards.

Accordingly, a majority of our board of directors is independent, as required under applicable Nasdaq listing standards. In making this determination, our board of directors considered the applicable Nasdaq listing standards and the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that our board of directors deemed relevant in determining their independence.

There are no family relationships between any of our directors or executive officers.

Board Leadership Structure

Currently, Mr. Schlanger serves as the executive chairman of the board of directors. The board of directors has carefully considered its leadership structure and determined that Mr. Schlanger is best situated to serve as executive chairman given his deep knowledge of our business and strategy and his ability to draw on that experience in order to provide the board of directors, in coordination with our lead independent director, appropriate direction to focus its discussions and oversight of the Company’s strategy, business, and operating and financial performance.

Our Corporate Governance Guidelines provide that when the chairperson of the board of directors is a director who does not qualify as an independent director, the independent directors may elect a lead director. Mr. Park currently serves as our lead independent director. The primary responsibilities of the lead independent director are to: (i) work with the chief executive officer to develop board meeting schedules and agendas; (ii) provide the chief executive officer feedback on the quality, quantity, and timeliness of the information provided to the board of directors; (iii) develop the agenda for, and moderate, executive sessions of the independent members of the board of directors; (iv) preside over board meetings when the chairperson is not present; (v) act as principal liaison between the independent members of the board of directors and the chief executive officer; (vi) convene meetings of the independent directors as appropriate; and (vii) perform other duties as the board of directors may determine from time to time. Accordingly, Mr. Park has substantial ability to shape the work of our board of directors.

The board of directors recognizes that one of its key responsibilities is to evaluate and determine the optimal board leadership structure to provide independent oversight of management. The board of directors believes that, given the dynamic and competitive environment in which we operate, the optimal board leadership structure may vary as circumstances warrant. Our board of directors will continue to consider whether the position of chairperson of the board of directors should qualify as an independent director at any given time as part of our succession planning process. In addition, we believe that having either an independent board chair or a lead independent director creates an environment that is conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our board of directors to monitor whether management’s actions are in the best interests of Progyny and its stockholders. As a result, we believe that having either an independent board chair or a lead independent director can enhance the effectiveness of the board as a whole. The board of directors reviews its leadership structure on an ongoing basis to help ensure that it continues to best serve Progyny and its stockholders.


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Role of the Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management processes. Our board of directors does not have a standing risk management committee but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. The board of directors and its committees re-assess the Company’s risk environment on an ongoing basis and consult with outside advisors, as needed, in addressing both current and anticipated future risks. The board of directors retains direct oversight responsibility for risks that are most effectively overseen by simultaneously leveraging broader areas of director expertise. In particular, our full board of directors is responsible for monitoring and assessing strategic risk exposure as well as new and emerging risks. Our audit committee is responsible for considering and discussing our major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies that govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements. Specific areas of focus for the audit committee include our policies and other matters relating to our investments, cash management, major financial risk exposures, cybersecurity, the adequacy and effectiveness of our information security policies and practices, and our internal controls over information security. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. Our nominating and corporate governance committee oversees risks associated with environmental, social, and governance matters. Our board of directors believes its approach to risk oversight ensures that the board of directors can choose many leadership structures while continuing to effectively oversee risk.

The Company’s management, led by its chief executive officer and executive team, implements and supervises our day-to-day risk management processes. In addition, the Company has a disclosure committee, which consists of officers and senior employees of the Company who are familiar with the critical operating aspects of the Company, that assists management in overseeing the Company’s risks. At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board of directors and its committees with respect to the most significant risks that could affect our business, such as legal risks, information security and privacy risks, and financial, tax, and audit related risks.

Corporate Responsibility

Our board of directors is committed to corporate responsibility, and our employees are guided by our mission to empower healthier, supported journeys through transformative fertility, family building, and women’s health benefits. Our solutions aim to remove financial barriers, provide culturally competent concierge patient support and education, and allow equitable access to high quality care through the largest network of premier fertility and women’s health specialists in the United States. Our Medical Advisory Board, comprised of leading reproductive endocrinologists across the United States, seeks to ensure that our plan design recognizes the unique needs and cultural differences in approach to treatment that members might require. We also provide curated member education throughout the year focused on various topics unique to the needs of our members. Our board of directors acknowledges that we cannot just focus on helping members build their families for today. Our work must also consider fertility and maternal health challenges in the future. We are dedicated to providing support to our employees, members, and employer clients in addressing these challenges. We expect to publish an impact report on our website in 2026, which will further highlight our approach to corporate responsibility. Nothing on our website shall be deemed incorporated by reference into this proxy statement.

Meetings of the Board of Directors and Its Committees

Our board of directors is responsible for oversight of management and the strategy of the Company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting the Company and our business and to act on matters requiring the approval of our board of directors. Our independent directors met in executive sessions without the presence of management four times during the fiscal year ended December 31, 2025. Our board of directors met four times during the fiscal year ended December 31, 2025. The audit committee met four times during the fiscal year ended December 31, 2025, the compensation committee met five times during the fiscal year ended December 31, 2025, and the nominating and corporate governance committee met five times during the fiscal year ended December 31, 2025. For the fiscal year ended December 31, 2025, each director attended 75% or more aggregate meetings of our board of directors and of the committees on which they served during the period in which they served as a director. We encourage our directors and nominees for director to attend our annual meeting of stockholders. Five of our ten then-incumbent directors attended our annual meeting of stockholders held in 2025.

Information about Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate management of our business. Our board of directors has adopted written charters for each of its committees, which are available to stockholders on the investor relations page of our website at investors.progyny.com.


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The following table provides current membership information for each of the committees of our board of directors:

Name

Audit

Compensation

Nominating
and Corporate
Governance

Elizabeth Bierbower

Lloyd Dean

Kevin Gordon

Roger Holstein

Debra Morris

Jeff Park

Norman Payson, M.D.

Cheryl Scott

______________________

* Committee Chairperson

Our board of directors has determined that each committee is “independent” as defined under the applicable Nasdaq listing standards, and each member is free of any relationship that would impair their exercise of independent judgment with respect to the Company.

Below is a description of each committee of our board of directors.

Audit Committee

The audit committee of our board of directors is comprised of three directors: Mr. Dean, Mr. Gordon (Chair), and Ms. Morris.

Our board of directors has determined that each of these individuals meets the independence requirements set forth in the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), Rule 10A-3 under the Exchange Act, and the applicable Nasdaq listing standards. Each member of our audit committee can read and understand fundamental financial statements in accordance with Nasdaq’s audit committee requirements. In arriving at this determination, our board of directors has examined each audit committee member’s scope of experience and the nature of their prior or current employment. In addition, our board of directors has determined that Mr. Dean, Mr. Gordon, and Ms. Morris all qualify as audit committee financial experts within the meaning of SEC regulations and meet the financial sophistication requirements of the Nasdaq listing standards. In making this determination, our board of directors has considered each of Mr. Dean’s, Mr. Gordon’s, and Ms. Morris’ formal education and prior and current experience in financial and accounting roles. Our independent registered public accounting firm and management periodically meet privately with our audit committee.

The primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statements audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the audit committee include:

•helping our board of directors oversee our corporate accounting and financial reporting processes, systems of internal control, financial statements audits, and the integrity of the Company’s financial statements;

•managing the selection, engagement terms, fees, qualifications, independence, and performance of the Company’s independent registered public accounting firm engaged by the Company for purposes of preparing or issuing an audit report or performing audit services;

•maintaining and fostering open communication with the Company’s management, internal audit group (if any), and the Company’s independent registered public accounting firm;

•overseeing the design, implementation, organization, and performance of the Company’s internal audit function (if any);

•providing regular reports and information to our board of directors;

•assessing, at least annually, the qualifications, performance, and independence of the Company’s independent registered public accounting firm;

•discussing the scope and results of the audit with the Company’s independent registered public accounting firm and reviewing, with management and the Company’s independent registered public accounting firm, our interim and year-end operating results and any proposed earnings announcements;

•reviewing and discussing with the Company’s independent registered public accounting firm and management significant issues relating to accounting principles and presentation of financial statements;

•overseeing the policies and procedures as required by applicable law and Nasdaq listing requirements governing the employment of individuals who are or were once employed by our independent registered public accounting firm;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;


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•reviewing related person transactions;

•reviewing and discussing with management our processes and policies with respect to risk identification, management, and assessment in all areas of our business;

•obtaining and reviewing a report by the Company’s independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

•approving or, as permitted, pre-approving audit and permissible non-audit services to be performed by the Company’s independent registered public accounting firm;

•reviewing with management, the Company’s independent registered public accounting firm, and other outside advisors or accountants any correspondence with regulators or governmental agencies and any published reports that raise material issues about our financial statements or accounting policies; and

•evaluating the audit committee’s performance and the adequacy of the audit committee charter at least annually.

The audit committee appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on the Company. The audit committee is responsible for ensuring that management has processes in place that are designed to identify and evaluate cybersecurity risks to which we are exposed and has implemented processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents, including as related to the internal and external cybersecurity threat landscape, incident response, assessment and training activities, and relevant legislative, regulatory, and technical developments. The audit committee reports material cybersecurity risks to our full board of directors.

We believe that the composition and functioning of the audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

Compensation Committee

The compensation committee of our board of directors is comprised of four directors: Mr. Holstein (Chair), Mr. Park, Dr. Payson, and Ms. Scott. Each member of the compensation committee is independent as currently defined in Rule 5605(d)(2) of the Nasdaq listing standards, and each member is a non-employee director as defined in Rule 16b-3 of the Exchange Act. Our board of directors has determined that each of these individuals is “independent” as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee.

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans, and programs and to review and determine the compensation to be paid to our executive officers and directors, including our named executive officers and other senior management, as appropriate.

Specific responsibilities of the compensation committee include:

•reviewing and approving (or recommending to our board of directors for approval) the compensation of our chief executive officer, other executive officers, and senior management, including setting individual and corporate performance goals and evaluating performance;

•reviewing and evaluating succession plans for our executive officers and recommending to our board of directors individuals for succession;

•reviewing and recommending to our board of directors for approval the compensation paid to our directors;

•reviewing our employee compensation practices and policies as they relate to risk management and risk-taking incentives, including determining whether such policies are reasonably likely to have a material adverse effect on the Company;

•administering our equity incentive plans and other benefits programs, including adopting, amending, terminating, and overseeing pension, profit-sharing, and other compensation-related plans;

•administering and interpreting our Clawback Policy;

•reviewing, overseeing, and approving our overall compensation strategy and policies;

•reviewing and discussing with management the Compensation Discussion and Analysis and overseeing the preparation of the compensation committee report for SEC filings;

•reviewing and discussing with management any conflict of interest raised by the work of any compensation consultant or advisor hired by the compensation committee or management;

•evaluating the compensation committee’s performance and the adequacy of the compensation committee charter at least annually; and


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•providing general oversight of compensation matters while relying on the expertise and knowledge of management in carrying out its responsibilities.

We believe that the composition and functioning of the compensation committee complies with all applicable SEC and Nasdaq rules and regulations.

Compensation Committee Processes and Procedures

Our compensation committee meets at least annually and with greater frequency, if necessary.

From time to time, members of management and other employees, as well as outside advisors or consultants, may be invited by the compensation committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committee meetings. Our chief executive officer does not participate in, and may not be present during, any deliberations or determinations of the compensation committee relating to his compensation.

The compensation committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising the compensation committee. In particular, the compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation committee also may form and delegate authority to one or more subcommittees consisting of one or more members of our board of directors (whether or not such directors are on the compensation committee) to the extent allowed under applicable law and Nasdaq listing requirements. Any action or decision of the chair of the compensation committee or a subcommittee will be presented to the full compensation committee at its next scheduled meeting.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee are currently, or have been at any time, an officer or employee of the Company. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee of our board of directors is comprised of four directors: Ms. Bierbower, Mr. Dean (Chair), Mr. Holstein, and Ms. Scott. Each member of the nominating and corporate governance committee is independent as currently defined in Rule 5605(a)(2) of the Nasdaq listing standards.

Specific responsibilities of the nominating and corporate governance committee include:

•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;

•considering and recommending to our board of directors the composition and chairmanship of the committees of the board of directors;

•implementing plans or programs for the continuing education of our board of directors and orientation of new directors;

•reviewing, assessing, and recommending to our board of directors corporate governance guidelines and matters;

•overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors;

•reviewing periodically the processes and procedures used by the Company to provide information to our board of directors and its committees, and, as appropriate, recommending changes to our board of directors;

•evaluating the nominating and corporate governance committee’s performance and the adequacy of the nominating and corporate governance committee charter at least annually; and

•overseeing and reviewing our progress against our environmental, social, and governance goals.

We believe that the functioning of our nominating and corporate governance committee complies with all applicable SEC and Nasdaq rules and regulations.

When considering candidates for director, the nominating and corporate governance committee believes that candidates should have certain minimum qualifications, including the highest personal integrity and ethics and the ability to read and understand basic financial statements, and possess the requisite age. The nominating and corporate governance committee also considers factors such as: relevant expertise upon which to be able to offer advice and guidance to management; sufficient time to devote to the Company’s affairs; demonstrated excellence in a field; the ability to exercise sound business judgment; and the commitment to rigorously represent the long-term interests of our stockholders. However, the nominating and corporate governance committee retains the right to modify these qualifications from time to time. Candidates for director are reviewed in the context of the current composition of the board of directors, the operating requirements of Progyny, and the long-term interests of our stockholders.


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In conducting this assessment, the nominating and corporate governance committee typically considers director skills, prior board involvement, expertise, and such other factors as it deems appropriate, given the current needs of the board of directors and our business, to maintain the appropriate balance of knowledge, experience, and capability. When considering director candidates, the board of directors and the nominating and corporate governance committee evaluate candidates’ ability to meaningfully contribute to the board of directors. The board of directors assesses its effectiveness in this respect as part of its annual board and director evaluation process.

The nominating and corporate governance committee recognizes the value of thoughtful board refreshment and regularly identifies and considers qualities, skills, and other director attributes that would enhance the composition of the board of directors. In the case of incumbent directors whose terms of office are set to expire, the nominating and corporate governance committee reviews these directors’ overall service to Progyny during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair a director’s independence. In the case of new director candidates, the nominating and corporate governance committee also determines whether the nominee is independent, which is a determination based on applicable Nasdaq listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary. The nominating and corporate governance committee then uses its network of contacts to compile a list of potential candidates but may also engage, if it deems appropriate, a professional search firm. The nominating and corporate governance committee conducts inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors, meets to discuss and consider the candidates’ qualifications, and then selects a nominee for recommendation to the board of directors.

The nominating and corporate governance committee will consider stockholder recommendations of director candidates and will evaluate any director recommendations received from stockholders in the same manner as recommendations received from management or members of our board of directors. Stockholders who wish to recommend individuals for consideration by the nominating and corporate governance committee to become nominees for election to our board of directors may do so by delivering a written recommendation to the nominating and corporate governance committee at the following address: 1359 Broadway, 2nd Floor, New York, New York 10018, Attn: General Counsel.

Stockholders may nominate directors by submitting names and other information required by applicable law and our Bylaws. For each nomination, submissions must include, among other things, the name, age, business address and residential address of such nominee, the principal occupation or employment of such nominee, details about such nominee’s ownership of our capital stock, and such other information that would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director, if elected, and must also include information about the stockholder making such nomination, as set forth in our Bylaws. You should refer to our Bylaws for a complete description of the required procedures for nominating a candidate to our board of directors. In addition, please see the deadlines described in “When are stockholder proposals and nominations due for next year’s annual meeting?”

Stockholder Communications with Our Board of Directors

Our board of directors has adopted a formal process by which stockholders may communicate with the board of directors as a group or any of its individual directors. Stockholders who wish to communicate with our board of directors or any individual director may do so by sending written communications addressed to our Secretary at 1359 Broadway, 2nd Floor, New York, New York 10018, Attn: General Counsel. Our Secretary will review each communication and will forward such communication to the board of directors or any of its directors to whom the communication is addressed, unless the communication contains advertisements or solicitations or is unduly hostile, threatening, or similarly inappropriate. Communications deemed by our Secretary to be inappropriate for presentation will still be made available to any non-employee director upon such director’s request.

Code of Conduct

We have adopted the Progyny, Inc. Code of Conduct that applies to all officers, directors, employees, and outside labor, including independent contractors and consultants. The Code of Conduct is available on our website at investors.progyny.com. Information contained on our website is not incorporated by reference into this proxy statement or any other report we file with the SEC. If we make certain substantive amendments to the Code of Conduct or grant certain waivers from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Anti-Hedging Policy

Our board of directors has adopted a Statement of Policy Concerning Trading in Company Securities (the “Insider Trading Policy”), which applies to all of our directors, officers, employees, contractors, and consultants and certain other persons who may have access to material nonpublic information of the Company; immediate family members of our directors, officers, and employees; persons who share a household with any director, officer, or employee of the Company; anyone to whom directors, officers, or employees provide significant financial support; and, unless otherwise determined by us, any entity or account over which the persons listed above have or share the power, directly or indirectly, to make investment decisions and those entities or accounts established or maintained by such persons with their consent or knowledge and in which such persons have a direct or indirect financial interest (collectively, the “Insiders”). The Insider Trading Policy prohibits Insiders from engaging in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars, or other derivatives) that are designed to hedge or speculate on any change in the market value of our equity securities.


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Insider Trading Policy

Our Insider Trading Policy governs the purchase, sale, and other dispositions of our securities and applies to all of our Insiders as well as the Company itself. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Annual Report.


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PROPOSAL 2

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026

The audit committee of our board of directors has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. In executing its responsibilities, the audit committee engages in an annual evaluation of Ernst & Young LLP’s qualifications, performance, and independence and considers whether continued retention of Ernst & Young LLP as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. While Ernst & Young LLP has been the Company’s independent registered public accounting firm continuously since 2012, in accordance with SEC rules and Ernst & Young LLP’s policies, the firm’s lead engagement partner rotates every five years. Representatives of Ernst & Young LLP are expected to be present virtually at the Annual Meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions.

Neither our Bylaws nor our other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the audit committee is submitting the selection of Ernst & Young LLP to stockholders for ratification as a matter of good corporate practice. If stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the audit committee in its discretion may direct the selection of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of Progyny and its stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us by Ernst & Young LLP for the periods set forth below.


	Fiscal Year Ended
	2025		2024

	(in thousands)
Audit Fees(1)	$	1,193	$	1,075
Audit-Related Fees	—		—
Tax Fees(2)	347		238
All Other Fees(3)	4		—
Total Fees	$	1,544	$	1,313

______________________

(1)Audit fees consist of fees for professional services provided in connection with the audit of our annual financial statements, the review of our quarterly financial statements, and audit services that are normally provided by independent registered public accounting firms in connection with regulatory filings.

(2)Tax fees consist of fees for tax compliance services, an indirect tax study, assistance with research and development credit, assistance with a sales and use tax audit, and various other tax advisory services.

(3)For 2025, consists of fees for accounting publications and subscriptions to an online tool.

Pre-Approval Policies and Procedures

The audit committee has adopted a policy for the pre-approval of audit and non-audit services provided by our independent registered public accounting firm, Ernst & Young LLP. The policy generally permits pre-approval of specified services in the defined categories of audit services, audit-related services, tax services, and permitted non-audit services (subject to a de minimis exception). Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, including the chair of the audit committee, but any pre-approval decision made pursuant to such delegation must be reported to the full audit committee at its next scheduled meeting and is effective unless or until modified or rescinded by the audit committee.

The audit committee has determined that the provision of non-audit services by Ernst & Young LLP did not impair Ernst & Young’s independence in the conduct of its audit services.

All of the services provided by Ernst & Young LLP in 2024 and 2025, as described in the Principal Accountant Fees and Services table above, were pre-approved by the audit committee.

Our Board of Directors Unanimously Recommends a Vote FOR the Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026.

Audit Committee Report

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with our management. The audit committee has also reviewed and discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The audit committee has also received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with Ernst & Young LLP its independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in our Annual Report and filed with the SEC.

Kevin Gordon, Chair

Lloyd Dean

Debra Morris


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PROPOSAL 3

APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Rule 14a-21 under the Exchange Act, the Company requests that its stockholders cast a non-binding, advisory vote to approve the compensation of its named executive officers. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the compensation philosophy, policies, and practices described in this proxy statement.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Progyny, Inc. approve, on a non-binding, advisory basis, the compensation paid to Progyny, Inc.’s named executive officers, as disclosed in the proxy statement for the 2026 annual meeting of stockholders pursuant to Item 402 of Regulation S-K, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion.”

Additional details about how we structure our compensation programs to meet the objectives of our compensation philosophy are provided in the section titled “Executive Compensation” in this proxy statement. We believe that our compensation programs and policies for the year ended December 31, 2025 were an effective incentive for the achievement of the Company’s goals, aligned with stockholders’ interests, and are worthy of stockholder support.

At the 2021 annual meeting of stockholders, our stockholders had the opportunity to vote, on an advisory (non-binding basis), on the frequency of our future “say-on-pay” votes. Stockholders supported a resolution that we hold a “say-on-pay” vote every year in accordance with the recommendation of our board of directors. Accordingly, the next “say-on-pay” advisory vote following this one will occur at the 2027 annual meeting of stockholders.

Because your vote is advisory, it will not be binding on the board of directors, and it will not create or imply any change in the duties of the Company, its board of directors, or its compensation committee. However, the board of directors values the opinions of the Company’s stockholders, and the compensation committee will consider the outcome of the advisory vote when considering future decisions on executive compensation. In addition, the board of directors values constructive dialogue on executive compensation and other significant governance topics with the Company’s stockholders and encourages all stockholders to vote their shares on this important matter.

Our Board of Directors Unanimously Recommends a Vote FOR the Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers.


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EXECUTIVE OFFICERS

The following table sets forth the ages and position held with the Company for our executive officers as of the date of this proxy statement.

Name

Age

Principal Position

David Schlanger

Executive Chairman

Peter Anevski

Chief Executive Officer and Director

Allison Swartz

Executive Vice President, General Counsel and Secretary

Mark Livingston

Chief Financial Officer

Melissa Cummings

Chief Operating Officer

Geoffrey Clapp

Chief Product Officer

Biographical information for each of David Schlanger and Peter Anevski is included above with the director biographies under the section “Information About Director Nominees and Current Directors.”

Allison Swartz has served as our Executive Vice President, General Counsel and Secretary since November 2022. Ms. Swartz was previously the Deputy General Counsel at K Health Inc., a growth-stage digital healthcare company, and a Lecturer in Law at the University of Glasgow from 2021 to 2022. Prior to that, she worked at Centene Corporation, the largest managed care organization in the United States, from 2015 until 2021, where she held multiple senior positions, including Regional General Counsel and Privacy Officer and General Counsel of their Texas subsidiary Superior HealthPlan Inc. Ms. Swartz holds a B.S. in History, a M.A. in Healthcare Administration, and a J.D. from the University of Maryland.

Mark Livingston has served as our Chief Financial Officer since September 2020. Previously, Mr. Livingston served as our Executive Vice President of Finance from May 2019 to September 2020. Prior to that, he served as Chief Financial Officer of the international business at Scripps Network Interactive, a media company, where he worked from August 2010 to April 2018 and as Chief Financial Officer of Emerson, Reid & Company, an employee benefits wholesaler, from June 2007 to August 2010. Previously, Mr. Livingston held senior financial leadership roles at WebMD and Hess Corporation. Mr. Livingston currently serves on the Advisory Board of BUILD.org (New York), a non-profit organization. Mr. Livingston received his B.S. from Tulane University and is a licensed Certified Public Accountant.

Melissa Cummings has served as our Chief Operating Officer since April 2025. Prior to joining the Company, Ms. Cummings served as Executive Vice President, Chief Customer Officer at Blue Cross and Blue Shield of Rhode Island from January 2018 to April 2025 and as Senior Vice President, Chief Customer Officer from April 2014 to January 2018. Prior to that, Ms. Cummings held various senior positions at Aetna (now CVS Health) from July 2007 to April 2014 and at Cigna from June 1998 to June 2007. Ms. Cummings currently serves on the board of directors of Rhode Island PBS/NPR, and she previously served on the board of directors of the American Heart Association for Southern New England. Ms. Cummings holds a B.A. from the College of the Holy Cross and a M.B.A. in healthcare management from the University of Connecticut.

Geoffrey Clapp has served as our Chief Product Officer since March 2025. Prior to joining the Company, Mr. Clapp served as Interim Chief Product Officer at Foodsmart, a telenutrition and foodcare company, from April 2024 to March 2025 and as Senior Vice President and Head of Strategy at Optum Health Solutions, a healthcare delivery platform, from June 2021 to April 2024. From November 2020 to June 2021, he was Interim Chief Product Officer at Synapticure Inc., a virtual care company, and from December 2018 to August 2020, he served as Chief Product Officer at Cricket Health. Mr. Clapp holds a Bachelor of Arts from Goucher College in Computer Science and Cognitive Psychology.


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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, we provide an overview and analysis of the compensation awarded to or earned by our named executive officers identified below during 2025, including the elements of our compensation program for named executive officers, material compensation decisions made during 2025, and the material factors considered in making those decisions. Our named executive officers for the year ended December 31, 2025, which consist of our principal executive officer, our principal financial officer, and our other three most highly compensated executive officers for 2025 (collectively, the “named executive officers” or “NEOs”), are:

•Peter Anevski, Chief Executive Officer;

•Mark Livingston, Chief Financial Officer;

•Allison Swartz, Executive Vice President, General Counsel and Secretary;

•Melissa Cummings, Chief Operating Officer; and

•Geoffrey Clapp, Chief Product Officer.

Stockholder Engagement and Responsive Actions to Stockholder Feedback

The compensation committee and board of directors value the opinion of our stockholders and take the outcomes of our annual say-on-pay votes seriously. We hold annual advisory say-on-pay votes to allow our stockholders to provide us with input on our compensation and governance programs, and we are committed to gathering and responding to our stockholders’ feedback on these topics.

Our board of directors was disappointed with the outcome of our annual say-on-pay advisory vote last year relating to the compensation of the Company’s named executive officers for 2024, for which only 35.7% of our stockholders voted in favor of the proposal, which was significantly below the 97.6% level of support we received at our 2024 annual meeting of stockholders.

Similar to the stockholder engagement we undertook in 2023, in 2025, following the low level of support for our say-on-pay proposal, we actively engaged with stockholders and sought feedback on our executive compensation and governance programs to ensure that we were responsive to our stockholders’ perspectives with respect to these programs. Specifically, we held discussions with stockholders representing approximately 40% of our outstanding common stock. Our goal in seeking feedback from our stockholders was to better understand their concerns with respect to our executive compensation program and to discuss the changes we implemented to our compensation program during 2025. These discussions, which generated a favorable response from these investors, were led by our vice president of investor relations and included our general counsel and chief human resources officer.

In response to the feedback we received from stockholders in 2023, the compensation committee undertook a comprehensive multi-year review of the structure and elements of our executive compensation program. The compensation committee met several times and worked with its independent compensation consultant to review this feedback and consider how best to incorporate it into our executive compensation and governance programs while continuing to support our go-forward business strategy. Following this review, the committee approved several transformative changes to improve our executive compensation program effective beginning with fiscal year 2025. These changes were primarily focused on our short- and long-term incentive plans to (i) strengthen the alignment between pay and performance, (ii) increase objectivity and transparency in our incentive plans, and (iii) reinforce a culture of accountability and performance tied to measurable financial outcomes.

The table below describes the feedback we received during our stockholder engagement efforts in 2023 and 2025, which centered around three consistent themes, and the actions taken to enhance our executive compensation program. Because these changes were made effective starting with 2025, they were not covered by our say-on-pay vote last year, which covered our executive compensation program for 2024. The compensation committee believes that these actions are directly responsive to the feedback we received from stockholders in 2023 and 2025.


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What We Heard						What We Did
Concern about the size of the one-time equity awards granted in prior years, including those granted in 2024, to Michael Sturmer, our former president						The compensation committee worked with its independent compensation consultant to implement annual equity grant guidelines for our executives that are based on a target dollar amount. These annual equity guideline values were reviewed against competitive grant practices among our peers and the broader healthcare services industry and are intended to provide equity on an annual cadence to avoid the need for future one-time equity awards. The compensation committee also introduced a structured, dollar-based annual long-term incentive framework. Specifically, starting with 2025, the committee established a go-forward annual long-term incentive program with dollar-based target award levels and a defined mix of equity vehicles representing a fixed percentage of target long-term incentive to create greater structure and transparency in long-term award design.
Reduce the use of discretion in the measurement and assessment of annual bonus payouts						The compensation committee approved several changes to the bonus program for fiscal year 2025 to increase financial rigor and reduce discretion. Specifically, the committee revised our annual bonus program to place greater emphasis on measurable performance and foster stronger alignment between annual incentives and core business objectives, including by taking the following actions: •Increased the weighting of financial metrics in our bonus program to 70% (from 50%) of the target bonus opportunity for each of our executives and reduced the individual performance scorecard weighting to 30%. •Introduced net bookings as a key financial metric, which is one of the key metrics we utilize to track execution of our strategic plan and the growth of committed revenue. •Established defined threshold, target, and maximum performance goals and corresponding payout levels for our financial metrics: revenue, Adjusted EBITDA, and net bookings. •Adopted goal and payout ranges to set a formulaic standard for determining the payout for actual results that fall below or above target levels for our financial metrics.
Lack of performance-based vehicles in the long-term incentive program						The compensation committee decided to incorporate PSUs into the annual long-term incentive program. The PSUs are intended to comprise 30% of each of our NEO’s annual long-term incentive value (based on their target dollar value). The PSUs will vest after three years based on performance against annual revenue and Adjusted EBITDA goals, which are critical financial metrics that drive enterprise value and further align the long-term interests of our NEOs with those of our stockholders.

We remain committed to continued engagement with stockholders to understand their viewpoints and to discuss and demonstrate the important connection between our compensation program and stockholder interests. Going forward, we will continue to maintain an active dialogue with our stockholders and evaluate feedback on issues of importance to them.

2025 Business Highlights

Our executive compensation program seeks to incentivize and reward strong corporate performance. The following are some of our key 2025 financial and performance highlights:

•We produced record levels of revenue, Adjusted EBITDA, and operating cash flow in 2025, delivering double digit year-over-year growth in all three metrics.

•We achieved a near 100% client retention rate for the tenth consecutive year, including the retention of all of our largest clients.

•Approximately 30% of our existing clients expanded their Progyny relationship in 2026 by providing more comprehensive coverage or adding other components of our solution to their programs.

•We successfully launched our newest programs – in pregnancy and postpartum, parent and child wellbeing, and menopause and midlife care – with more than 1.5 million of our covered lives having access to one or more of these services in 2025, which has increased to approximately 2.7 million of our covered lives in 2026.

•We enhanced our global offering and added a solution addressing benefit and leave navigation to our portfolio.

•Our clinical outcomes with respect to pregnancy rate, miscarriage rate, live birth rate, retrievals per live birth, single embryo transfer rate, and IVF multiples rate remained superior to national averages.


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Details of Our Compensation Program

Philosophy. We are focused on our mission to empower healthier, supported journeys through transformative fertility, family building, and women’s health benefits. We believe that we are still growing as an organization, and, to continue to be successful, we must hire and retain a talented team of individuals who can help achieve our mission through the successful pursuit of our business goals. We believe that our compensation philosophy helps align our executive team around executing on our mission, which ultimately leads to greater stockholder value. We have provided compensation packages that we view as fair and competitive relative to our peers and market data and that are designed to incentivize our executives to drive superior performance, as our ability to meet and exceed our business goals depends on the skills and contributions of each executive.

Our executive compensation program is designed to reward both short- and long-term performance through a mix of cash and equity compensation, providing our executives with an opportunity to share in the appreciation of our business over time. As the Company has matured, our compensation program has evolved, with a continued emphasis on pay for performance and maintaining a significant portion of compensation “at risk.” We intend to maintain a commitment to strong corporate governance and best practices as we continue to refine and implement our executive compensation program.

Objectives. Consistent with our compensation philosophy, our compensation program for our named executive officers is built to support the following objectives and goals:

•Attract, motivate, and retain highly qualified and productive executives

•Provide a competitive total pay opportunity relative to the practices of our peers and market data

•Motivate executives to achieve rigorous corporate objectives that are important to our business and long-term success

•Align executive pay with stockholder interests through equity awards with multi-year vesting

•Integrate compensation closely with the achievement of our business and performance objectives

Design. Our executive compensation program is designed to motivate, reward, attract, and retain high caliber management deemed essential to our success. The program seeks to align executive compensation with our short- and long-term objectives, business strategy, and financial performance.

What We Do

What We Don’t Do

Deliver a significant portion of executive compensation through variable, at-risk compensation, including annual bonuses and long-term equity incentive awards to align interests with stockholders

No pledging or hedging of Progyny stock

Engage an independent compensation consultant

No excessive perquisites

Conduct an annual review of the Company’s compensation programs to offer market-competitive compensation

No supplemental executive retirement plans

Use a pay-for-performance philosophy

No compensation-related tax gross-ups

Hold annual say-on-pay votes

No incentives that encourage excessive risk

Maintain a clawback policy

No stock option repricing without stockholder approval

Limits on non-employee director compensation

Determination of Compensation and Compensation Practices

The compensation committee administers the executive compensation program relating to the compensation of our executive officers, including our named executive officers. The compensation committee annually reviews and approves the compensation of our executives and the Company’s cash and equity incentive plans, including setting corporate goals and objectives upon which the executive compensation program is based, or recommends compensation and arrangements for approval to the board of directors. The compensation committee evaluates our named executive officers’ performance in light of these goals and objectives.

We expect that our compensation committee will continue to make future compensation decisions with respect to our named executive officers. In making executive compensation determinations for 2025, the compensation committee relied on a variety of factors, including compensation data from market survey data published by third parties for use as a general indicator of relevant market conditions and pay practices.


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Compensation Mix and “Pay at Risk”

To align pay levels for our NEOs with Company performance, our pay mix includes a strong emphasis on variable incentives. Base salary is the only component of compensation that is “fixed.” Annual cash and equity-based incentives allow for the award of additional compensation to our named executive officers but are not guaranteed and are considered to be “variable,” or “at risk,” because these elements are subject to risk and/or the achievement of short- and long-term financial or operational performance objectives. We believe that this balance of fixed and variable compensation is consistent with our executive compensation philosophy and maintains a strong link between our NEOs’ compensation and Company performance, motivating executives to deliver strong business performance and, importantly, to create stockholder value.

Compensation-Setting Factors

When reviewing and approving, or recommending to the board of directors for approval, as applicable, the amount of each compensation element and the target total compensation opportunity for our executive officers, the compensation committee considers the following factors:

•Our performance during the year, based on business and corporate goals and priorities established by our chief executive officer and board of directors;

•Each executive officer’s skills, experience, and qualifications relative to other similarly situated executives at the companies in our compensation peer group;

•The scope of each executive officer’s role relative to other similarly situated executives at the companies in our peer group;

•The performance of each individual executive officer, based on an assessment of their contributions to our overall performance;

•Compensation parity among our executive officers;

•Our retention goals;

•The compensation practices of our peer group; and

•Our chief executive officer’s recommendations with respect to the compensation of our other executive officers.

These factors provide the framework for compensation decisions for each of our executive officers, including our NEOs. The compensation committee and the board of directors, as applicable, do not assign relative weights or rankings to these factors and do not consider any single factor as determinative in the compensation of our executive officers.

Role of Chief Executive Officer

At the request of the compensation committee, our chief executive officer made recommendations to the compensation committee to assist in determining 2025 compensation levels for the named executive officers other than with respect to his own compensation. The compensation committee considers our chief executive officer’s evaluation and his direct knowledge of each named executive officer’s performance and contributions when making compensation decisions. However, the ultimate decisions regarding 2025 executive compensation were made by the compensation committee.

Role of Compensation Consultant

The compensation committee reserves the right to engage the services of outside advisors, experts, and others to assist in fulfillment of the committee’s mandate in accordance with its charter. Our compensation committee has retained Semler Brossy as its compensation consultant to advise the compensation committee on compensation and governance matters. The compensation committee has determined that Semler Brossy was independent and that there was no conflict of interest resulting from retaining Semler Brossy as an advisor to the committee.

Role of Market Data and Peer Group

On at least an annual basis, our compensation committee assesses our NEO compensation against competitive market data for the companies in our peer group. In connection with this annual review, our compensation committee also reviews the Company’s peer group and determines whether changes are necessary. Our peer group review took into account multiple factors in which we selected companies that were similar in size, in the healthcare industry, including healthcare services, healthcare technology, and managed healthcare, and with similar direction on industry and business strategy.


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In particular, for 2025 compensation determinations, the compensation committee considered compensation data from the public filings of the following companies:


Alignment Healthcare, Inc. (ALHC)			Omnicell, Inc. (OMCL)
Astrana Health, Inc. (ASTH)			Premier, Inc. (PINC)
Azenta, Inc. (AZTA)			Privia Health Group, Inc. (PRVA)
Certara, Inc. (CERT)			QuidelOrtho Corporation (QDEL)
CorVel Corporation (CRVL)			R1 RCM Inc.
Evolent Health, Inc. (EVH)			RadNet, Inc. (RDNT)
Haemonetics Corporation (HAE)			Repligen Corporation (RGEN)
HealthEquity, Inc. (HQY)			Sotera Health Company (SHC)
Masimo Corporation (MASI)			Teladoc Health, Inc. (TDOC)
NeoGenomics, Inc. (NEO)

The peer group used to evaluate 2025 compensation was the same as 2024. The compensation committee approved adjustments to this group for 2026 compensation determinations, with input from Semler Brossy, to account for M&A activity among our peers. Specifically, for 2026, the committee approved the removal of R1 RCM Inc. from the peer group following its acquisition. The compensation committee will continue to make changes to the peer group as warranted to reflect changes in the size, business profile, and publicly listed status of the companies to help ensure that companies comparable in size and business profile to us are included and continue to be appropriate for our compensation-setting process.

Use of Peer Group

The compensation committee reviewed our named executive officer compensation against the peer group to ensure that the compensation for our named executive officers is competitive and sufficient to recruit and retain top talent. Compensation data from public filings of companies in our peer group formed the basis of the competitive analysis and pay mix comparison. The compensation committee assesses our named executive officers’ pay competitiveness using a holistic assessment of several factors, including market data, scope of responsibilities, tenure, skills, and experience. The committee does not rely on a quantitative formula or target a specific percentile in setting executive pay levels.

Elements of Executive Compensation

Our executive compensation packages generally include:

•Base salary;

•Annual performance-based cash incentives; and

•Equity-based compensation.

We believe that our compensation mix supports our objectives of motivating, rewarding, attracting, and retaining high caliber management deemed essential to ensuring our success and aligning executive compensation with our short- and long-term objectives, business strategy, and financial performance. We intend to continue to evaluate the mix of base salary, short-term incentive compensation, and long-term incentive compensation to appropriately align the interests of our named executive officers with those of our stockholders.

Our 2025 equity program provided for serviced-based awards in stock options and restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) for our named executive officers. The awards represent a long-term, performance-based compensation structure that promotes retention and incentivizes commitment to the operating results of the Company. At this stage of our growth cycle, a significant portion of the total compensation of our executive officers (including compensation in respect of outstanding equity awards granted in prior years) is directly tied, through the use of stock options, RSUs, and PSUs, to the growth and long-term success of the Company.

Base Salary

The base salaries of our named executive officers are an important part of their total compensation package and are intended to reflect their respective positions, duties, and responsibilities. The compensation committee reviews the base salaries of our executive officers annually (or otherwise at the time of a new hire or promotion) and makes any adjustments it deems necessary. In setting base salaries, the compensation committee considers changes in responsibilities, individual performance, tenure in position, internal pay equity, Company performance, market data for individuals in similar positions, and advice from our independent compensation consultant. The compensation committee gives no specific weighting to any one factor in setting the level of base salary, and its review process ultimately relies on the subjective exercise of the compensation committee’s judgment.


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The compensation committee determined in 2023, with input from its former independent compensation consultant, that the base salaries for all NEOs at the time were below market-competitive levels. In an effort to improve alignment with the market for their positions, in recognition of the criticality of their roles, and, where applicable, their increased responsibilities, the compensation committee determined to increase the base salaries of our NEOs serving at that time to a level that is market competitive. The committee elected to gradually implement such increases over the three-year period beginning in 2023 and ending in 2025. The compensation committee will continue to review base salaries on a regular basis, with input from its independent compensation consultant, and make adjustments as necessary to maintain pay levels that are competitive with similarly sized industry peers.

The following table sets forth the annualized base salaries of our named executive officers for 2025 and 2024:

Named Executive Officer

Fiscal 2025 Annual Base Salary

Fiscal 2024 Annual Base Salary

Year-over-Year Increase

Peter Anevski

$900,000

$780,000

+15%

Mark Livingston

$550,000

$482,000

+14%

Allison Swartz

$425,000

$363,000

+17%

Melissa Cummings(1)

$600,000

N/A

Geoffrey Clapp(2)

$425,000

N/A

______________________

(1)Ms. Cummings’ employment with the Company commenced on April 14, 2025. The salary shown represents Ms. Cummings annualized base salary rate as of December 31, 2025. Her actual base salary paid was pro-rated for the portion of the year she served in this role.

(2)Mr. Clapp’s employment with the Company commenced on March 17, 2025. The salary shown represents Mr. Clapp’s annualized base salary rate as of December 31, 2025. His actual base salary paid was pro-rated for the portion of the year he served in this role.

Annual Performance-Based Bonuses

We consider annual cash incentive bonuses to be an important component of our total compensation program. Annual cash bonuses provide incentives necessary to retain executive officers and drive annual performance of our key short-term corporate goals. Each named executive officer is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the named executive officer’s base salary, which may be earned between 0% and 150% of target levels based on achievement of financial and individual performance goals. Payments to our named executive officers under our bonus plan are determined by our compensation committee based, in the case of our named executive officers other than our chief executive officer, on recommendations made by our chief executive officer, considering each officer’s contributions to Company performance against our corporate goals and also measured against their own defined job responsibilities. Bonus payments made under our annual cash incentive program are entirely performance based, are not guaranteed, and may vary materially from year to year.

In 2025, our named executive officers participated in our annual cash incentive bonus program at the following target percentages of base salary as of December 31, 2025:

Named Executive Officer

Fiscal 2025 Target Percentage (of Base Salary)

Fiscal 2024 Target Percentage (of Base Salary)

Year-over-Year Increase

Peter Anevski

100%

—

Mark Livingston

70%

60%

+10%

Allison Swartz

65%

50%

+15%

Melissa Cummings(1)

75%

N/A

Geoffrey Clapp(2)

65%

N/A

______________________

(1)Ms. Cummings’ employment with the Company commenced on April 14, 2025.

(2)Mr. Clapp’s employment with the Company commenced on March 17, 2025.

The target bonus opportunities for Mr. Livingston and Ms. Swartz increased from 2024 to 2025 to increase market competitiveness. For 2025, the maximum achievement opportunity for all executives was equal to 150% of their target bonus potential.


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2025 Financial Component Incentive Metrics

The Company’s annual cash incentive program is designed to align our executive’s compensation with the achievement of rigorous, pre-established financial and operational goals that support long-term stockholder value creation. Each year, the compensation committee undertakes a comprehensive review process to ensure that performance metrics are appropriately challenging, objectively measurable, and closely tied to the Company’s strategic priorities. The committee also evaluates prior-year outcomes, our business objectives, and market conditions each year to ensure the metrics continue to create a strong link between our executives’ pay and company performance.

Annual cash incentive payments relative to target for our named executive officers are based on the attainment of Company-wide financial goals (weighted 70%) and an individualized leadership assessment of each executive as determined by the compensation committee (weighted 30%).

For 2025, our compensation committee selected the following performance metrics because they are critical drivers of our strategic business plan and our long-term success:

Metric

Weighting

Rationale

Net Bookings

30%

Aligns with the Company’s strategy of growing committed revenue

Total Company Adjusted EBITDA

25%

Emphasizes topline growth combined with responsible expense management

Total Company Revenue

15%

Rewards for the Company’s delivery of top-line growth

Individual Performance

30%

Provides accountability for and assessment of individual executive performance against strategic objectives and milestones that are critical to the Company’s performance but may not appear in short-term financial results

Following completion of a fiscal year, the compensation committee reviews and approves the payouts of the financial component of the annual bonus, which are based on a formulaic assessment of actual achievement against each of the metrics established by the committee at the beginning of the year. In addition, our chief executive officer (together with our senior human resources management team) reviews the performance of the Company and evaluates the individual performance of each executive officer, including the NEOs, against previously-determined individual goals. Our chief executive officer then makes recommendations to the compensation committee as to the respective annual bonus amounts to be awarded for the individual performance component for each NEO (other than himself). The compensation committee (in the absence of our chief executive officer) reviews the performance of our chief executive officer and determines the appropriate amount of attainment for the individual component of his annual bonus.

Payments under Our 2025 Bonus Program

For 2025, we operated an annual cash-based incentive program for eligible employees, including our named executive officers, pursuant to which participants are eligible to receive bonuses based on the achievement of certain Company operational and strategic metrics and individual performance metrics (the “2025 Bonus Program”).

The 2025 Bonus Program included a variety of specified financial, operational, and strategic performance criteria based on the measures that the compensation committee and the board of directors considered important for the short-term and long-term health of our business. At the time these objectives were set, the compensation committee determined that they were appropriately rigorous (and in some cases, aggressive) incentive targets for management.

Financial Performance Factor

The compensation committee set threshold (50%), target (100%), and maximum (150%) achievement levels for the financial performance goals in February 2025, which were used to assess payouts under the 2025 Bonus Program. For 2025, the compensation committee approved usage of a range for target achievement (a “flat zone”) of our revenue and Adjusted EBITDA metrics to allow for flexibility in addressing market uncertainty and volatility while rewarding strong financial performance. To the extent actual performance is achieved below the threshold performance level set for a performance metric, the payout factor for that metric is 0%.

Under the 2025 Bonus Program, the compensation committee set bonus targets for the Adjusted EBITDA* and revenue performance goals at $192.0–$226.0* million and $1,175.0–$1,333.0 million, respectively. The net bookings targets were derived from the board-approved annual operating plan and were set at levels the compensation committee considered rigorous and aggressive. Based on the committee’s assessment of the financial performance goals for 2025 (including the Company’s achievement of Adjusted EBITDA* of $222 million* and revenue of $1,289 million for 2025), the compensation committee certified achievement of the financial performance factor of 85% (which is weighted 70% for overall bonus payouts for 2025). We have omitted disclosure of our net bookings performance metric because this information is competitively sensitive and we believe that disclosure of such information would result in competitive harm, as it would reveal detailed information about the Company’s anticipated revenue pipeline and operating plan at a level of specificity beyond what we otherwise report externally that could, in turn, provide competitors insight into our business strategy and operations and our approach to forecasting. As a result, competitors could adjust their own operational objectives or take other competitive measures in light of such information.


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*Adjusted EBITDA is a non-GAAP financial metric. We calculate Adjusted EBITDA as net income, adjusted to exclude depreciation and amortization; stock-based compensation expense; interest and other income, net; and provision for income taxes.

Individual Performance Factor

Our chief executive officer works with our senior human resources management team to assess performance of individuals against strategic goals set for each executive at the beginning of the year to determine achievement of the weighted individual performance factor. Assessment of the individual performance component is determined by our compensation committee based, in the case of our named executive officers other than our chief executive officer, on recommendations made by our chief executive officer, considering each officer’s contributions to Company performance against their individual goals and measured against their own defined job responsibilities. The compensation committee used the objectives set forth below to determine individual performance achievement.

Named Executive Officer

Assessment

Individual Performance Factor (30% of Bonus Payout)

Pet

SEC Form PRE 14A filed by Progyny Inc.