Phreesia, Inc DEF 14A, filed May 17, 2023

Phreesia, Inc. (PHR)

DEF 14A 2023-05-17

View Original

Added on June 12, 2026

About this DEF 14A

Phreesia, Inc filed this DEF 14A on May 17, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


			Check the appropriate box:

			☐			Preliminary Proxy Statement

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

			☒			Definitive Proxy Statement

			☐			Definitive Additional Materials

			☐			Soliciting Material under §240.14a-12


			Payment of Filing Fee (Check all boxes that apply):

			☒			No fee required.

			☐			Fee paid previously with preliminary materials.

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




PROCEDURAL MATTERS									5
PROXY AND VOTING INFORMATION									6
PROPOSAL ONE: ELECTION OF DIRECTORS									10
CORPORATE GOVERNANCE									15
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM									29
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS									31
PROPOSAL THREE: NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION									32
EXECUTIVE OFFICERS									33
EXECUTIVE COMPENSATION									35
COMPENSATION DISCUSSION AND ANALYSIS									35
COMPENSATION COMMITTEE REPORT									50
COMPENSATION TABLES									50
CEO PAY RATIO									66
EQUITY COMPENSATION PLAN INFORMATION									66
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT									67
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS									72
PROPOSAL FOUR: SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AMENDMENT APPROVAL									75
OTHER MATTERS									78
APPENDIX A									80
PROXY CARD									81


What matters are being voted on at the Annual Meeting?			You will be voting on: •The election of Chaim Indig, Michael Weintraub and Edward Cahill as Class I directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal; •A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024; •A proposal to approve, on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in this Proxy Statement; •A proposal to approve an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law; and •Any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

How does the Board recommend I vote on these proposals?			Our Board recommends a vote: •“FOR” the election of Chaim Indig, Michael Weintraub and Edward Cahill as Class I directors; •“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024; •“FOR” the approval, on a non-binding, advisory basis, of the compensation of our NEOs, as disclosed in this Proxy Statement; and • "FOR" the approval of an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law.


What do I need to be able to attend the Annual Meeting online?			We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/PHR2023. The webcast will start at 9:00 a.m. Eastern Time on June 28, 2023. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice or proxy card (if you received a printed copy of the proxy materials). Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. Our virtual Annual Meeting will be governed by our Rules of Conduct, which will be available on the virtual meeting platform in advance of the Annual Meeting. The Rules of Conduct will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics and rules for how questions and comments will be recognized and disclosed to meeting participants.

What is the required vote for approval of each proposal?			Proposal One: The election of directors requires a plurality of the of the votes properly cast to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. You may vote "FOR" or "WITHHOLD" on each of the nominees for election as director. Shares voting "withheld" and broker non-votes will have no effect on the election of the director nominees. Proposal Two: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024 requires the affirmative vote of a majority of the votes properly cast on this proposal. Abstentions and broker non-votes, if any, will have no effect on the ratification of KPMG LLP. Proposal Three: The approval of the compensation of our NEOs requires the affirmative vote of a majority of the votes properly cast on the proposal. Because this proposal is a non-binding, advisory vote, the result will not be binding on our Board, our compensation committee, or us. However, our Board and our compensation committee will consider the outcome of the vote when determining the compensation of our NEOs. Abstentions and broker non-votes will have no effect on the approval of the compensation of our NEOs. Proposal Four: The approval of an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law requires the affirmative vote of the majority of our outstanding shares of capital stock entitled to vote. This means that 50% of our outstanding shares on the Record Date must vote "FOR" this proposal. Abstentions and broker non-votes will have the same effect as a vote "AGAINST."


Who is entitled to vote?			Holders of our common stock as of the close of business on May 1, 2023, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 53,585,239 shares of our common stock outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote on each proposal. Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.” Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in "street name," and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”


What is the quorum requirement?			A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our third amended and restated by-laws, or our bylaws, and Delaware law. The presence, in person or represented by proxy, of a majority of the shares of our common stock entitled to vote on any matter will constitute a quorum at the Annual Meeting. As of the Record Date, there were 53,585,239 shares of our common stock outstanding. Therefore, a quorum will be present if 26,792,620 shares of our common stock are present, in person or by proxy, representing a majority of the shares of common stock entitled to vote as of the Record Date. Abstentions, withheld votes and broker non-votes are counted as present for purposes of determining a quorum.

How do I vote?			If you are a stockholder of record, there are four ways to vote: (1) By Internet (Before the Annual Meeting): You may vote over the Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 27, 2023. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); (2) By Telephone: You may vote by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 27, 2023. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); (3) By Mail: If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it promptly in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting; or (4) By Internet (During the Annual Meeting): You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/PHR2023. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials). If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting. If you are a street name stockholder, please follow the instructions from your broker, bank or other nominee to vote by Internet, telephone or mail. Street name stockholders may not vote via the Internet at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks or other nominees.


Can I change my vote?			Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by: •notifying our Corporate Secretary, in writing, at Phreesia, Inc., 1521 Concord Pike, Suite 301, PMB 221, Wilmington, DE 19803 before the vote is counted; •voting again using the telephone or Internet before 11:59 p.m. Eastern Time on June 27, 2023 (your latest telephone or Internet proxy is the one that will be counted); or •attending the Annual Meeting online and voting virtually during the meeting. Simply logging into the Annual Meeting online will not, by itself, revoke your proxy. If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker, bank or nominee.

What is the effect of giving a proxy?			Proxies are solicited by and on behalf of our Board. Allison Hoffman and Balaji Gandhi have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.


What is the effect of votes withheld, abstentions and broker non-votes?			Votes withheld from any nominee, abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) will be counted towards the quorum requirement. With respect to Proposal One (election of directors), withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Abstentions will have no effect on Proposal Two (the ratification and appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024) or Proposal Three (the non-binding advisory vote on the compensation of our named executive officers). Abstentions will be counted as votes against Proposal Four, as this proposal requires the affirmative vote of a majority of shares present and entitled to vote on the matter. Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under New York Stock Exchange rules. Proposal Two to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024 is considered a "routine" matter, such that absent direction from you, your broker may vote your shares in its discretion on Proposal Two. Proposals One, Three and Four are considered to be "non-routine" matters and therefore your broker will not have discretion to vote your shares on Proposal One (the election of directors), Proposal Three (the non-binding advisory vote on the compensation of our NEOs), or Proposal Four (the amendment of our Seventh Amended and Restated Certificate of Incorporation). Broker non-votes will have no effect on Proposals One, Two or Three, but broker non-votes will have the same effect as votes "AGAINST" Proposal Four.



Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?			In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this Proxy Statement and our 2023 Annual Report, primarily via the Internet. On or about May 17, 2023, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and 2023 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

Where can I find the voting results of the Annual Meeting?			We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

How are proxies solicited for the Annual Meeting?			Our Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors, officers and employees will not be paid any additional compensation for soliciting proxies.

I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?			We have adopted a procedure called “householding,” which is permitted by SEC rules. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at proxy@phreesia.com or: Phreesia, Inc. Attention: Investor Relations and Legal Department 521 Concord Pike, Suite 301, PMB 221 Wilmington, DE 19803 Street name stockholders may contact their broker, bank or other nominee to request information about householding.


What are the requirements to propose actions for consideration at next year's annual meeting of stockholders or to nominate individuals to serve as directors?			Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the 2024 annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. Stockholder Proposals for Inclusion in Next Year's Proxy Statement For a stockholder proposal to be considered for inclusion in our proxy statement for the 2024 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than January 18, 2024. In addition, such stockholder proposals must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to: Phreesia, Inc. Attention: Investor Relations and Legal Department 1521 Concord Pike, Suite 301, PMB 221 Wilmington, DE 19803 with a copy via email: proxy@phreesia.com. Stockholder Proposals and Nominations to be Presented at Next Year’s Annual Meeting Our bylaws also establish an advance notice procedure for stockholders who wish to present certain matters, including nominations for the election of directors, before an annual meeting of stockholders, but do not intend for the proposal to be included in our proxy statement. Under our bylaws, the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for the 2024 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices: •not earlier than the close of business on February 29, 2024; and •not later than the close of business on March 30, 2024. In the event that we hold the 2024 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by our Corporate Secretary not later than the close of business on the later of the 90th day prior to the scheduled date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. If a stockholder who has notified us of its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting


			In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 29, 2024. Availability of Bylaws A copy of our bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Why is this Annual Meeting being held virtually?			We believe hosting a virtual meeting helps ensure the health and safety of our stockholders, Board and management and is consistent with our philosophy as a fully-remote company, and accordingly the Annual Meeting will be held entirely online this year. We are excited to have embraced the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and our Company. Hosting a virtual meeting provides easy access for our stockholders and facilitates participation because stockholders can participate from any location around the world. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PHR2023. You will also be able to vote your shares electronically prior to or during the Annual Meeting.

Who pays for the cost of this proxy solicitation?			Our Board is soliciting proxies for use at the Annual Meeting. We will bear the cost of preparing and distributing these proxy materials and we may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding solicitation materials to our stockholders. Proxies may be solicited by certain of our directors, officers and employees, personally or by mail, telephone, facsimile, email or other means of communication (electronic or otherwise). No additional compensation will be paid for such services.


	Class	Age	Current Role(s) at Phreesia	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Director Nominees:
Chaim Indig	I	44	CEO, Director	2005	2023	2026
Michael Weintraub(2)(3)(4)	I	64	Chair, Director	2005	2023	2026
Edward Cahill(2)(4)	I	70	Director	2007	2023	2026
Other Directors:
Lainie Goldstein(1)(4)	II	55	Director	2020	2024	—
Ramin Sayar(3)(4)	II	50	Director	2021	2024	—
Gillian Munson(1)(2)(4)	III	52	Director	2019	2025	—
Mark Smith, MD(1)(3)(4)	III	71	Director	2018	2025	—


Annual Retainer for Board Membership
Annual service on the board of directors	$	40,000
Annual service as non-executive chairperson	$	45,000
Additional Annual Retainer for Committee Membership
Annual service as chair of the audit committee	$	25,000
Annual service as member of the audit committee (other than chair)	$	10,000
Annual service as chair of the compensation committee	$	15,000
Annual service as member of the compensation committee (other than chair)	$	7,500
Annual service as chair of the nominating and corporate governance committee	$	10,000
Annual service as member of the nominating and corporate governance committee (other than chair)	$	5,000


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)	Total ($)
Michael Weintraub(3)	200,000	(4)	185,000	385,000
Edward Cahill(5)	43,700		185,000	228,700
Lainie Goldstein(6)	46,200		185,000	231,200
Gillian Munson(7)	67,450		185,000	252,450
Ramin Sayar(8)	41,720		185,000	226,720
Mark Smith, M.D.(9)	56,250		185,000	241,250


Fee Category	Fiscal 2023		Fiscal 2022
Audit Fees(1)	$	1,804,622		$	1,890,000
Audit-Related Fees(2)	—			—
Tax Fees(3)	317,090			621,681
All Other Fees(4)	—			141,780
Total Fees	$	2,121,712		$	2,653,461


Named Executive Officer	Fiscal 2022 Base Salary ($)		Fiscal 2023 Base Salary ($)		Increase from Fiscal 2022 (%)
Chaim Indig		515,000		515,000	—	%
Randy Rasmussen		375,000		400,000	6.7	%
Michael Davidoff		325,000		350,000	7.7	%
Evan Roberts		375,000		400,000	6.7	%
David Linetsky		375,000		400,000	6.7	%


Named Executive Officer	Base Salary ($)	Target Performance-Based Incentive as Percent of Base Salary		Target Performance-Based Incentive Under the Bonus Plan ($)
Chaim Indig	515,000		100%		515,000
Randy Rasmussen	400,000		75%		300,000
Michael Davidoff	350,000		71%		250,000
Evan Roberts	400,000		75%		300,000
David Linetsky	400,000		75%		300,000



Performance Measure	Goal ($ in thousands except avg revenue per healthcare services client)		Result ($ in thousands except avg revenue per healthcare services client)		Actual Achievement of Goal (%)	Payout Based on Plan (%)
Revenue	$	132,334	$	131,221	99.2%	88.8%
Adjusted free cash flow	$	(92,800)	$	(54,500)	141.3%	100.0%
AHSCs	2,633		2,651		100.7%	108.9%
Healthcare services revenue per AHSC	$	38,524	$	37,397	97.1%	61.0%


What we do						What we do not do
☑ Align executive compensation with performance						☒ No tax gross-ups on severance or change in control benefits

☑ Use equity-based compensation to deliver a majority of the total compensation of our executive officers to further align their interests with those of our stockholders						☒ No guaranteed bonuses or base salary increases

☑ Grant PSUs that are based on three-year TSR performance relative to substitute investments						☒ No post-termination retirement, pension or deferred compensation benefits

☑ Use “at risk” compensation, in the form of cash bonus and PSUs to align our executive officers’ interests with the interests of our stockholders						☒ No strict benchmarking of compensation to a specific percentile

☑ Maintain a compensation committee consisting solely of independent directors with extensive relevant experience						☒ No hedging or pledging of securities by any employees or directors

☑ Conduct an annual review of our executive compensation strategy, competitiveness and peer group						☒ No perquisites, health, or other benefits, other than those that are generally available to our employees

☑ Retain an independent compensation consultant who reports directly to our compensation committee
☑ Maintain robust stock ownership guidelines for our directors and executive officers



Performance Measure	Target ($ in thousands except avg revenue per healthcare services client)		Result ($ in thousands except avg revenue per healthcare services client)		Actual Achievement of Target (%)	Payout Based on Plan (%)
Revenue	$	277,000	$	280,910	101.4%	118.8%
Adjusted free cash flow	$	(154,300)	$	(116,852)	124.7%	100.0%
AHSCs	2,855		2,856		100.0%	100.5%
Healthcare services revenue per AHSC	$	72,385	$	72,599	100.3%	104.0%


Named Executive Officer	Fiscal 2023 Target Annual Performance-Based Incentive Compensation Opportunity ($)	Actual Weighted Fiscal 2023 Incentive Earned at 101.1% Target Opportunity ($)	Fiscal 2023 Actual Performance-Based Incentive Compensation Paid as Cash ($)	Fiscal 2023 Actual Performance-Based Incentive Compensation Paid as Equity ($)
Chaim Indig (1)	515,000	520,665	—	599,105
Randy Rasmussen (1)	300,000	303,300	—	348,993
Michael Davidoff (1)	250,000	252,750	—	290,828
Evan Roberts (1)	300,000	303,300	—	348,993
David Linetsky (2)	300,000	303,300	151,645	174,497


Earn out (% Target)		Relative TSR
220.0%		90P
180%		80P
140%		70P
100.0%	60P
95.0%		50P
75%		40P
55%		30P
35%		20P
•Linear interpolation between percentiles shown.
•Capped at target if TSR is negative but above 60P.


Named Executive Officer	Target PSU Value ($ in thousands) (1)	RSU Value ($ in thousands)	Target Equity Award Value ($ in thousands)
Chaim Indig	2,500	2,500	5,000
Randy Rasmussen	1,000	1,600	2,600
Michael Davidoff	675	1,125	1,800
Evan Roberts	1,000	1,600	2,600
David Linetsky	1,000	1,600	2,600


(1)			Value of target PSU awards is number of awards earned for target performance multiplied by the ending Phreesia stock price as of the date of grant.


Named Executive Officer	Fiscal Year 2022 Target Annual Long-Term Incentive Award ($ in thousands)	Fiscal Year 2023 Target Annual Long-Term Incentive Award ($ in thousands)	Reduction (%)
Chaim Indig	6,500	5,000	-23%
Randy Rasmussen	3,200	2,600	-19%
Michael Davidoff	2,100	1,800	-14%
Evan Roberts	3,200	2,600	-19%
David Linetsky	3,200	2,600	-19%


Named Executive Officer	Fiscal Year 2022 Target Total Direct Compensation ($ in thousands)	Fiscal Year 2023 Target Total Direct Compensation ($ in thousands)	Decrease (%)
Chaim Indig	7,530	6,030	(25)%
Randy Rasmussen	3,835	3,300	(16)%
Michael Davidoff	2,585	2,400	(8)%
Evan Roberts	3,835	3,300	(16)%
David Linetsky	3,835	3,300	(16)%


Name and Principal Position	Year	Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)	Total ($)
Chaim Indig, Chief Executive Officer	2023	515,000		7,089,450	(5)	—	7,604,450
	2022	515,000		8,191,163	(5)	215,064	8,921,227
	2021	418,750	(4)	5,499,921	(5)	486,625	6,405,296
Randy Rasmussen,	2023	400,000		3,545,056	(6)	—	3,945,056
Former Chief Financial Officer	2022	361,250	(3)	5,906,536	(6)	108,576	6,376,362
Michael Davidoff,	2023	350,000		2,493,184	(7)	—	2,843,184
SVP, Payer Solutions
Evan Roberts, Chief Operating Officer	2023	400,000		3,545,056	(8)	—	3,945,056
	2022	375,000		3,931,649	(8)	108,576	4,415,225
	2021	320,833	(4)	2,499,896	(8)	257,625	3,078,354
David Linetsky SVP, Life Sciences	2023	400,000		3,370,573	(8)	151,645	3,922,218
	2022	375,000		3,931,649	(8)	108,576	4,415,225
	2021	320,833	(4)	2,499,896	(8)	257,625	3,078,354


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards		Estimated Future Payouts Under Equity Incentive Plan Awards			All other Stock Awards: Number of Shares of Stock	Grant Date Fair Value of Stock and
Name	Type of Award	Grant Date	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	or Units (#)	Option Awards ($)
Chaim Indig	PSU (1)	01/15/23	—	—	24,710	70,601	155,322	—	3,990,369
	RSU	01/15/23	—	—	—	—	—	70,601	2,499,981
	Bonus (2)	09/12/22	—	—	—	—	—	5,457	159,290
	Bonus (2)	01/31/23	—	—	—	11,957	17,935	—	439,810
Randy	PSU (1)	01/15/23	—	—	9,884	28,240	62,128	—	1,596,125
Rasmussen	RSU	01/15/23	—	—	—	—	—	45,184	1,599,965
	Bonus (2)	09/12/22	—	—	—	—	—	3,178	92,766
	Bonus (2)	01/31/23	—	—	—	6,965	10,448	—	256,200
Michael	PSU (1)	01/15/23	—	—	6,672	19,062	41,936	—	1,077,384
Davidoff	RSU	01/15/23	—	—	—	—	—	31,770	1,124,976
	Bonus (2)	09/12/22	—	—	—	—	—	2,649	77,324
	Bonus (2)	01/31/23	—	—	—	5,804	8,706	—	213,500
Evan Roberts	PSU (1)	01/15/23	—	—	9,884	28,240	62,128	—	1,596,125
	RSU	01/15/23	—	—	—	—	—	45,184	1,599,965
	Bonus (2)	09/12/22	—	—	—	—	—	3,178	92,766
	Bonus (2)	01/31/23	—	—	—	6,965	10,448	—	256,200
David	PSU (1)	01/15/23	—	—	9,884	28,240	62,128	—	1,596,125
Linetsky	RSU	01/15/23	—	—	—	—	—	45,184	1,599,965
	Bonus (2)	09/12/22	—	—	—	—	—	1,589	46,383
	Bonus (2)	01/31/23	105,000	157,500	—	3,483	5,224	—	128,100


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Chaim Indig	78,106	1,750,268	217,847	7,322,657
Randy Rasmussen	—	—	48,274	1,314,050
Michael Davidoff	12,090	341,711	39,342	1,262,508
Evan Roberts	—	—	70,676	2,306,389
David Linetsky	—	—	52,965	1,690,059


		Option Awards(1)					Stock Awards (2)			Equity Incentive Plan Awards
		Number of securities underlying unexercised options
Name	Grant date	exercisable (#)		un-exercisable (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock not vested (#)		Market value of shares or units of stock not vested ($)(3)	Number of unearned shares, units or other rights not vested (#)		Market or payout value of unearned shares, units or other rights not vested ($)(3)
Chaim Indig	12/19/14	7	(4)	—	2.03	12/18/24	—		—	—		—
	01/31/18	23,703	(4)	—	4.71	01/30/28	—		—	—		—
	03/27/19	478,262	(4)	—	8.03	03/26/29	—		—	—		—
	01/15/20	—		—	—	—	76,923	(5)(6)	2,883,843	—		—
	01/15/21	—		—	—	—	38,913	(5)(7)	1,458,848	23,702	(13)	888,588
	01/14/22	—		—	—	—	68,565	(5)(12)	2,570,502	91,420	(15)	3,427,336
	01/15/23	—		—	—	—	70,601	(5)(17)	2,646,831	70,601	(16)	2,646,831
Randy Rasmussen	11/06/19	—		—	—	—	20,094	(5)(9)	753,324	—		—
	01/15/20	—		—	—	—	6,154	(5)(6)	230,713	—		—
	03/26/21	—		—	—	—	1,695	(5)(10)	63,546	—		—
	04/30/21	—		—	—	—	23,477	(5)(11)	880,153	9,664	(14)	362,303
	01/14/22	—		—	—	—	40,084	(5)(12)	1,502,749	36,568	(15)	1,370,934
	01/15/23	—		—	—	—	45,184	(5)(17)	1,693,948	28,240	(16)	1,058,718
Michael Davidoff	01/15/20	—		—	—	—	18,461	(5)(8)	692,103	—		—
	01/15/21	—		—	—	—	13,341	(5)(7)	500,154	5,333	(13)	199,934
	01/14/22	—		—	—	—	26,371	(5)(12)	988,649	23,909	(15)	896,348
	01/15/23	—		—	—	—	31,770	(5)(17)	1,191,057	19,062	(16)	714,634
Evan Roberts	12/19/14	83,330	(4)	—	2.03	12/18/24	—		—	—		—
	01/31/18	44,935	(4)	—	4.71	01/30/28	—		—	—		—
	03/27/19	22,755	(4)	—	8.03	03/26/29	—		—	—		—
	01/15/20	—		—	—	—	46,154	(5)(6)	1,730,313	—		—
	01/15/21	—		—	—	—	20,012	(5)(7)	750,250	8,295	(13)	310,980
	01/14/22	—		—	—	—	40,084	(5)(12)	1,502,749	36,568	(15)	1,370,934
	01/15/23	—		—	—	—	45,184	(5)(17)	1,693,948	28,240	(16)	1,058,718
David Linetsky	01/31/18	475	(4)	—	4.71	01/30/28	—		—	—		—
	08/07/18	5,689		—	4.71	08/06/28	—		—	—		—
	03/27/19	5,689	(4)	—	8.03	03/26/29	—		—	—		—
	01/15/20	—		—	—	—	27,692	(5)(6)	1,038,173	—		—
	01/15/21	—		—	—	—	20,012	(5)(7)	750,250	8,295	(13)	310,980
	01/14/22	—		—	—	—	40,084	(5)(12)	1,502,749	36,568	(15)	1,370,934
	01/15/23	—		—	—	—	45,184	(5)(17)	1,693,948	28,240	(16)	1,058,718



Name	Benefit	Termination without Cause Not in Connection with a Change in Control ($)	Termination without Cause or with Good Reason in Connection with a Change in Control ($)
Chaim Indig	Cash Severance	1,287,500	2,060,000
	Health Benefits	12,635	12,635
	Equity Acceleration(1)	5,456,032	9,560,025
	Total	6,756,167	11,632,660
Randy Rasmussen	Cash Severance	700,000	1,050,000
	Health Benefits	7,980	11,970
	Equity Acceleration(1)	2,118,185	5,124,433
	Total	2,826,165	6,186,403
Michael Davidoff	Cash Severance	600,000	900,000
	Health Benefits	0	0
	Equity Acceleration(1)	1,533,791	3,371,963
	Total	2,133,791	4,271,963
Evan Roberts	Cash Severance	700,000	1,050,000
	Health Benefits	698	1,047
	Equity Acceleration(1)	2,976,256	5,677,261
	Total	3,676,954	6,728,307
David Linetsky	Cash Severance	700,000	1,050,000
	Health Benefits	4,149	6,224
	Equity Acceleration(1)	2,284,116	4,985,120
	Total	2,988,265	6,041,344


(1)			The value of RSU award vesting acceleration is based on the closing price of $37.49 per share of our common stock as of January 31, 2023. As of January 31, 2023 no individual had unvested stock options.


					Value of Initial Fixed $100 Investment Based On:
Fiscal Year	Summary Compensation Table Total for PEO ($ in thousands)1	Compensation Actually Paid to PEO ($ in thousands)2	Average Summary Compensation Table Total for Non-PEO NEOs ($ in thousands)3	Average Compensation Actually Paid to Non-PEO NEOs ($ in thousands)4	Total Shareholder Return5	Peer Group Total Shareholder Return6	Net Income ($ in thousands)7	Revenue ($ in millions)8
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	$7,604	$12,514	$3,664	$5,243	$120.94	$126.57	$(176,146)	$280.91
2022	$8,921	$(15,020)	$3,701	$(209)	$100.61	$150.33	$(118,161)	$213.23
2021	$6,405	$35,907	$2,819	$7,148	$210.61	$123.95	$(27,292)	$148.68


Fiscal Year	Reported Summary Compensation Table Total for PEO ($ in thousands)(a)	Reported Summary Compensation Table Value of PEO Equity Awards ($ in thousands)(b)	Adjusted Value of Equity Awards ($ in thousands)(c)	Compensation Actually Paid to PEO ($ in thousands)
2023	$7,604	$7,089	$11,999	$12,514
2022	$8,921	$8,191	$(15,750)	$(15,020)
2021	$6,405	$5,500	$35,001	$35,907


Fiscal Year	Year End Fair Value of Equity Awards Granted in the Year ($ in thousands)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($ in thousands)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($ in thousands)	Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($ in thousands)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($ in thousands)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($ in thousands)	Adjusted Value of Equity Awards ($ in thousands)
2023	$6,637	$3,691	$686	$1,072	$—	$—	$11,999
2022	$7,266	$(15,645)	$—	$(7,897)	$—	$—	$(15,750)
2021	$5,629	$22,808	$—	$6,564	$—	$—	$35,001


Fiscal Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($ in thousands)(a)	Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards ($ in thousands)(b)	Average Non-PEO NEO Adjusted Value of Equity Awards ($ in thousands)(c)	Average Compensation Actually Paid to Non-PEO NEOs ($ in thousands)
2023	$3,664	$3,238	$4,817	$5,243
2022	$3,701	$3,281	$(629)	$(209)
2021	$2,819	$2,319	$6,647	$7,148


Fiscal Year	Average Year End Fair Value of Equity Awards Granted in the Year ($ in thousands)	Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($ in thousands)	Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year ($ in thousands)	Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($ in thousands)	Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($ in thousands)	Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($ in thousands)	Adjusted Average Value of Equity Awards ($ in thousands)
2023	$3,035	$1,463	$318	$29	$—	$—	$4,817
2022	$2,683	$(2,980)	$—	$(537)	$—	$—	$(629)
2021	$2,967	$3,291	$—	$388	$—	$—	$6,647


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by stockholders(1)	5,951,179	$1.46	(2)	3,985,024	(3)
Equity compensation plans not approved by stockholders	—	—
Total	5,951,179	$1.46	(2)	3,985,024	(3)