Traditional sex-change theory cannot explain the existence of protogynous species in which the largest females do not change sex when provided an opportunity. We present an expected reproductive success threshold model that incorporates previously unconsidered factors (size-fecundity skew and sperm competition) that can strongly affect reproductive expectations. The model predicts a variety of circumstances when the largest females remaining in a social group should not change sex in the absence of the dominant male, yet it also predicts that these same conditions should promote sex change in smaller females. If a large female's fecundity is markedly higher than the aggregate of the other members of her social group (i.e., there exists a skew in the size-fecundity distribution that raises a large female's expected reproductive success threshold), she should defer from sex change. Sperm competition can strongly lower the expectation of paternity obtained as a sex-changed male, and this also raises the threshold. The model suggests that deferral of sex change should be more common in species in which intense sperm competition is prevalent (such as fishes living in seagrass beds). This prediction appears consistent with patterns seen in nature.