Form 4: Phreesia CEO Chaim Indig Receives Stock Units in Lieu of Cash Bonus

Phreesia's CEO, Chaim Indig, acquired 20,961 shares of common stock in the form of Restricted Stock Units (RSUs) in lieu of his cash bonus for the fiscal year ended January 31, 2024.

Summary

• On April 5, 2024, Chaim Indig, the CEO of Phreesia, Inc., acquired 20,961 shares of common stock in the form of Restricted Stock Units (RSUs).
• These RSUs were granted in lieu of his cash bonus earned for the fiscal year ended January 31, 2024, under the company's Senior Executive Cash Incentive Bonus Plan.
• Indig elected to convert his cash bonus into RSUs, representing 115% of the earned cash bonus amount.
• The number of RSUs granted was based on a per-share value of $21.79, which was the closing price of Phreesia's common stock on April 5, 2024.
• The shares underlying the RSUs must be held by Indig until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event as defined in the Issuer's 2019 Stock Option and Incentive Plan.
• As of April 5, 2024, Indig directly owns 1,237,440 shares of Phreesia's common stock.
• Additionally, 255,000 shares are held indirectly through the Indig Dynasty Trust, where his sister-in-law is the investment and distribution advisor, and his immediate family members are the sole beneficiaries.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The CEO taking stock instead of cash is generally a good sign, indicating confidence in the company's future. The terms of the RSU grant are standard.

Positives

• The CEO's decision to take RSUs instead of cash demonstrates confidence in the company's future performance.
• The conversion of the cash bonus to RSUs aligns the CEO's interests with those of the shareholders.

Future Outlook

The shares underlying the RSUs (excluding shares that are sold in non-discretionary transactions to cover applicable tax obligations) must be held by the Reporting Person until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event (as defined in the Issuer's 2019 Stock Option and Incentive Plan).

Industry Context

This announcement is typical for executive compensation packages in publicly traded companies, where stock-based compensation is used to align management's interests with those of shareholders. The use of RSUs is a common practice to incentivize long-term performance.

Comparison to Industry Standards

• Stock-based compensation is a common practice among publicly traded companies, particularly in the tech and healthcare sectors, to incentivize executives and align their interests with shareholders.
• Companies like Veeva Systems and athenahealth also utilize RSUs and stock options as part of their executive compensation packages.
• The vesting schedules and holding requirements for these awards are generally in line with industry standards, often requiring executives to hold the shares for a certain period to ensure long-term commitment.

Stakeholder Impact

• The CEO's decision to accept RSUs in lieu of cash could be viewed positively by shareholders, as it aligns his interests with the company's long-term success.
• Employees may see this as a sign of confidence in the company's future.

Key Dates