Form 4: Phreesia CFO Balaji Gandhi Granted 66,000 RSUs

Phreesia, Inc.'s Chief Financial Officer, Balaji Gandhi, was granted 66,000 Restricted Stock Units, aligning his interests with long-term shareholder value.

Summary

• Balaji Gandhi, Phreesia's Chief Financial Officer, acquired 66,000 shares of common stock in the form of Restricted Stock Units (RSUs).
• The transaction date for this acquisition was December 5, 2025.
• The RSUs were granted at a price of $0, representing a contingent right to receive one share of common stock per RSU.
• Following this transaction, Balaji Gandhi beneficially owns 164,240 shares.
• The RSUs will vest over four years: 10% on December 5, 2026, 20% on December 5, 2027, 30% on December 5, 2028, and 40% on December 5, 2029.
• Vesting is contingent upon continued service to Phreesia, Inc. through each vesting date.
• The grant was approved by the Compensation Committee of the Board of Directors on October 1, 2025.

Sentiment

Score: 6

Explanation: The grant of RSUs to a key executive is a standard practice to align interests and incentivize long-term performance, which is generally viewed as a neutral to slightly positive event for corporate governance and stability.

Positives

• The grant of 66,000 Restricted Stock Units to the Chief Financial Officer aligns management's long-term interests with those of shareholders.
• The multi-year vesting schedule incentivizes continued service and performance from a key executive.

Risks

• The vesting of RSUs is subject to the reporting person's continued service to the Issuer through each vesting date, meaning the shares are not guaranteed if employment ceases.

Future Outlook

The multi-year vesting schedule for the Restricted Stock Units indicates an expectation of continued service from the Chief Financial Officer through December 2029, aligning executive incentives with the company's long-term performance.

Industry Context

The grant of Restricted Stock Units is a common form of executive compensation in the technology and healthcare sectors, designed to attract, retain, and incentivize key management by linking their personal wealth to the company's stock performance over time. This practice is standard across publicly traded companies to align executive interests with shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: The RSU grant aligns the Chief Financial Officer's financial interests with long-term shareholder value, potentially leading to more focused efforts on company performance.
• Employees: Standard executive compensation practices can set a precedent for broader employee incentive programs, though this filing specifically concerns a senior executive.

Next Steps

• Continued service of the Chief Financial Officer to meet vesting conditions.
• Future vesting of RSUs on scheduled dates through December 5, 2029.

Key Dates

Keywords

Phreesia, PHR, Balaji Gandhi, CFO, Restricted Stock Units, RSU, Insider Transaction, Executive Compensation, Stock Grant, Equity Compensation