Progyny Inc.
12/17/2025 | Press release | Distributed by Public on 12/17/2025 07:00
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Progyny, Inc. (the "Company") announced that the employment of Michael Sturmer, the Company's President, will cease, effective as of December 31, 2025. In connection with the cessation of his employment, Mr. Sturmer will be entitled to receive the severance payments and benefits in accordance with the existing terms of his employment agreement with the Company dated December 17, 2021 (as previously filed by the Company with the Securities and Exchange Commission). The Company thanks Mr. Sturmer for his many accomplishments over the past five years. As the Company has significantly enhanced the experience and depth of its executive leadership through the addition of its Chief Commercial Officer, Chief Technology Officer, Chief Operating Officer and Chief Product Officer over the past two years, the Company is not naming a successor to the role of President.
In order to ensure the continuity of certain projects and other strategic initiatives that began under his tenure, Mr. Sturmer has entered into a consulting agreement with the Company (the "Consulting Agreement"), pursuant to which Mr. Sturmer will serve as a non-employee consultant to the Company through December 31, 2026. Under the terms of the Consulting Agreement, Mr. Sturmer will be entitled to receive an annual advisory fee of $250,000. In addition, if Mr. Sturmer continues to provide such services through June 30, 2026, then his outstanding and vested options will remain exercisable beyond their existing expiration date for a proportional period to the period of consulting services provided by Mr. Sturmer under the Consulting Agreement.
The foregoing description of the Consulting Agreement is qualified in its entirety by the full text of the Consulting Agreement, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
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