Progyny settles derivative suit over director pay; caps annual comp at $288k per director

Progyny, Inc.

Derivative action challenged non-employee director compensation since 2020; settlement includes governance reforms.
New policy caps annual director awards at $48k cash and $240k equity, total $288k per director.
Committee chairs and lead independent director receive additional cash awards ($25k, $20k, $15k, $40k).
Plaintiff's counsel to receive $450,000 in fees/expenses from defendants/insurers, subject to court approval.
Settlement hearing set for May 28, 2026; reforms must be maintained for at least 4 years.

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