Progyny, Inc. (PGNY)
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AGM 2022

May 25, 2022

Pete Anevski
CEO, Progyny

Good afternoon, everybody. I'm Pete Anevski, Chief Executive Officer of Progyny and a member of the board of directors. I'm very happy to welcome you to the Progyny 2022 Stockholders Meeting. Before I call the meeting to order, I'd like to welcome our board members in attendance and introduce the business team members who are with us today. The other officers of Progyny in attendance are David Schlanger, Executive Chairman, Michael Sturmer, President, and Mark Livingston, Chief Financial Officer. In addition, Jeannie Shan, Progyny's Senior Assistant General Counsel, is in attendance and will be acting as the secretary for today's meeting. I'd also like to introduce John Baugh of Ernst & Young LLP, Progyny's independent auditors, who's available to respond to appropriate questions. We thank all of you for joining us today, and we hope that you and your families continue to be healthy and safe.

The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of the meeting, we will give you an opportunity to ask questions you may have. We'll begin the meeting with a brief update on our business. As a reminder, remarks made today and in response to any questions may include forward-looking statements. Forward-looking statements involve risks, uncertainties, and other important factors which are described in our SEC filings, including our first quarter Form 10-Q, and our actual results may differ materially from such statements. Any forward-looking statements that we make on this call are based on our beliefs and assumptions today, and we don't have any obligation to update them. In addition, we may also reference certain non-GAAP financial measures during this meeting.

For a reconciliation of each of these measures to the most direct comparable GAAP metric, please refer to our fourth quarter press release that we issued in February. We're holding today's meeting virtually given the ongoing concerns with respect to COVID-19, including the spread of the variants. We also believe that a virtual format enables easier access and participation by our stockholders, helps increase stockholder attendance, and saves the company and its investors time and money, in addition to being an environmentally friendly and sustainable format. Before we move on to the formal business of today's annual meeting, I'd like to provide just a few highlights of what we accomplished last year.

In 2021, we achieved another year of record performance, growing the top line by 45% over 2020, while also reaching the key milestone of a half a billion dollars in annual revenue, which we achieved just 6 years after launching our business. To put this rapid growth into perspective, it was just 3 years prior in 2018 when we crossed $100 million in annual revenue for the first time. In 2021, we also reached our highest levels of profitability as our adjusted EBITDA more than doubled over 2020, and our adjusted EBITDA margins expanded to 13.5%.

In addition to these strong financial results, we also produced for the sixth straight year, industry-leading clinical outcomes across all the key metrics of success in fertility, which include helping our members getting pregnant faster, have healthier pregnancies, and deliver healthier singleton babies and all at rates far in excess of the national averages. We also achieved our best ever NPS score of 81+, reflecting the exceptional levels of member and client satisfaction that we continue to achieve. In fact, this was the fourth consecutive year we've increased our NPS score, which speaks to our ongoing focus to maintain and even improve member service levels year after year, even as we continue to rapidly expand the business.

Our focus on driving to the leading clinical outcomes while also delivering the superior member experience continued to yield benefits with our client retention, with our upsells of additional services to our existing customers, and with our new customer acquisition. Let me quickly touch on each area. With respect to retention, we again maintained our near 100% client retention rate, highlighting the strong level of satisfaction with our solution. With respect to upsells, approximately one-third of our clients increased their benefit in some form or another for 2022, demonstrating their willingness to deepen their level of engagement with Progyny. With respect to new customer acquisition, which along with upsells, represents the most meaningful contributors to our growth trajectory, we had our most successful selling season ever in 2021, signing 85 new clients, representing 1.2 million new covered lives.

As we rapidly expanded, we continued to see how our solution appeals to a broad cross-section of companies. Our newest clients represented more than 20 different industries, and today we service more than 30 different industries overall, reflecting broad diversity across the U.S. economy. To put the strong selling season in perspective, we added more new clients in just one year and nearly as many new covered lives as what we had in aggregate at the time of our IPO in late 2019. Today, we have approximately 4 million covered lives, which is about 50% more than what we had at the start of 2021, demonstrating the robust demand in the market for our superior fertility and family building solution. We believe these strong results affirm our competitive differentiation while also attesting to our ability to rapidly scale our operations in order to successfully address our market opportunities.

Although we're in the earliest stages of 2022 selling season, we've seen our sales momentum continue with meaningful increases in all the metrics that we use to monitor sales progress when compared to where we were at this time last year. Given the caliber of companies that we already work with today or are engaging with in our new sales pipeline, it's clear that Progyny has become the provider of choice for fertility solutions among the best known and most successful companies in the world. In 2022, we're in our strongest ever competitive position with a solution that is unparalleled. Nevertheless, we remain focused on introducing enhancements. For example, we've broadened the range of services that we provide to our male members by adding coverage to diagnose and treat issues affecting a male partner's fertility.

We've also expanded our solution by offering coverage in Canada, which is our first market outside of the United States. We're seeing that the desire for family building, coupled with the growing trend of deferring family building until later in life, when natural conception becomes more challenging, is truly universal. Employers are increasingly recognizing the critical role that fertility and family-building benefits play in their talent acquisition and retention. To conclude, we're incredibly excited about the future because all the macro trends that have been fueling our rapid growth remain intact. The record success of our 2021 selling season highlights the increasing awareness and relevance of the fertility benefit to leading employers. Our superior outcomes emphasize the differentiation of our plan design, as well as the unique nature of the collaborative relationships we share with the providers in our network.

Our continued high rate of client retention and our industry-leading NPS score emphasize the continuing quality of our service, even with our high rate of growth. The quality of our financial results underscores the strength of our business model and our ability to execute against it. We look forward to updating you on our progress in future calls. With that, we'll move on to the next portion of today's meeting. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?

Jeannie Shan
Senior Assistant General Counsel, Progyny

I have at this meeting a complete list of the stockholders of record of our common stock on March twenty-eighth, 2022, the record date for this meeting. This list is available for viewing and has been available for inspection for the past 10 days at 1359 Broadway, second floor, New York, New York. I also have an affidavit certifying that on April fourteenth, 2022, a notice of annual meeting of stockholders of Progyny was deposited in the United States Mail to stockholders of record at the close of business on March 20, 2022. This affidavit of mailing will be filed with the records of the meeting.

Pete Anevski
CEO, Progyny

At this time, I'd like to introduce Nadine Murden of Computershare, who has been appointed to act as Inspector of Election at this meeting. Ms. Murden has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

Jeannie Shan
Senior Assistant General Counsel, Progyny

I have been informed by the Inspector of Election that proxies have been received for approximately 91% of the outstanding shares of common stock entitled to vote at this meeting. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Pete Anevski
CEO, Progyny

We will now proceed with the formal business of this meeting. There are three proposals to be considered by the stockholders at this meeting.

Jeannie Shan
Senior Assistant General Counsel, Progyny

The time is now 3:12 P.M. on Wednesday, May 25, 2022, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. We will address questions during the Q&A portion at the end of the meeting. If you have a question, please submit it by emailing investors@progyny.com.

Pete Anevski
CEO, Progyny

The first item of business is the election of three Class III directors to serve until the 2025 annual meeting of stockholders and until their successors are elected. The nominees for Class III directors are Dr. Fred E. Cohen, Dr. Norman Payson, and Dr. Beth Seidenberg. No other persons having been nominated in accordance with the company's bylaws, and the nominations are now closed. The second item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Progyny's independent registered public accounting firm for the fiscal year ended December 31, 2022. The third item of business today is the approval on an advisory and non-binding basis of the compensation of our named executive officers. That was the final proposal for today's meeting. The secretary will now describe the voting procedures.

Jeannie Shan
Senior Assistant General Counsel, Progyny

If you have already voted, there is no need to vote now unless you would like to change your vote. If you have not voted and you would like to vote now or if you would like to change your vote, please go to www.investorvote.com/pgny, enter your control number from the notice, and vote your shares. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. Each share of common stock is entitled to one vote. Please note that this is the last call for votes. The time is 3:14 P.M., and the polls are now closed for voting. The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. The proposal to elect each of Dr. Fred E. Cohen, Dr. Norman Payson, and Dr. Beth Seidenberg as a Class III director of Progyny is approved.

The selection of Ernst & Young LLP as Progyny's independent registered public accounting firm for the fiscal year ending December 31, 2022 is ratified. The compensation of our named executive officers on an advisory and non-binding basis is approved. We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. The preliminary inspector certificate of the votes cast is accepted as presented. We thank all of the stockholders for their participation. There being no further business, the meeting is now adjourned.

Pete Anevski
CEO, Progyny

This concludes the formal portion of today's meeting. We will now entertain questions from stockholders.

Operator

We have a question asking what would the impact be, if any, on Progyny's business should the Supreme Court ultimately overturn Roe v. Wade? Pete, what are your thoughts there?

Pete Anevski
CEO, Progyny

From a financial point of view, there is no risk to us, and here's why. Overturning Roe v. Wade creates an impact in the dozen or so states that have already enacted so-called trigger laws that would restrict or eliminate access to abortion. Those laws vary by state in how they're written. Texas is the largest by far of those trigger law states, and their law is explicit in that it doesn't impact the patient's ability to pursue fertility treatments such as IVF. Looking across the other states with trigger laws, collectively, our total exposure to those states is less than 3%, and even if all those states collectively took the most restrictive view.

While those states may enact laws that could be interpreted to affect what a fertility patient can do, that doesn't mean those patients will be unable to pursue fertility care that they need to create or build families, including travel to states that don't have such restrictions, and we are already seeing in the news employers who are looking into covering those travel expenses.

Operator

We have another question asking about how the current sales season is progressing. Can you offer any thoughts?

Pete Anevski
CEO, Progyny

Sure. We touched a little bit on this during our prepared remarks. Although we're still in our earliest stages of the selling season for 2023 implementations, we've seen our momentum from last year's record selling season continue. We're seeing meaningful increases in all the metrics that we use to monitor sales progress when compared to where we were at this time last year. Given the caliber of the companies we're engaging with in our pipeline, we believe that Progyny continues to be the provider of choice for fertility solutions amongst the best known and most successful companies in the world. That being the final question, that will complete the question and answer period. Thank you all for attending the Progyny 2022 annual meeting, and for your continued support.

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