Form 4: Phreesia Director Acquires Shares via Deferred Plan

Phreesia, Inc. Director Gillian Munson acquired 441 shares of common stock through a deferred compensation program.

Summary

• Gillian Munson, a Director of Phreesia, Inc. (PHR), acquired 441 shares of common stock.
• The transaction occurred on October 31, 2025, at a price of $22.64 per share.
• The shares were granted as Deferred Stock Units (DSUs) as a result of the director's election to receive them in lieu of an annual cash retainer.
• This grant is part of Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program.
• Following this transaction, Gillian Munson beneficially owns 44,985 shares of common stock.
• The DSUs are awarded quarterly in arrears, on the date the annual cash retainer would otherwise be payable.

Sentiment

Score: 7

Explanation: This is a routine director compensation event, which is generally positive as it increases director equity alignment, but it does not represent a significant new investment or change in company fundamentals.

Positives

• The acquisition of shares by a director, even through a deferred compensation plan, aligns their interests more closely with those of common shareholders.

Future Outlook

The Deferred Stock Units will convert into underlying common stock on the earlier of (i) 90 days after Gillian Munson ceases to serve as a member of the Board of Directors and incurs a 'separation from service' within the meaning of Section 409A of the Internal Revenue Code, or (ii) five years from the date of grant of the DSUs.

Industry Context

The practice of compensating non-employee directors with equity, often in the form of deferred stock units or restricted stock, is a common industry standard across publicly traded companies. This approach helps align the interests of directors with long-term shareholder value.

Comparison to Industry Standards

• Compensating non-employee directors with equity, such as Deferred Stock Units (DSUs) in lieu of cash, is a widely adopted practice among U.S. public companies, including those in the healthcare technology sector like Phreesia.
• This method is comparable to compensation structures seen at companies like Teladoc Health (TDOC) or Veeva Systems (VEEV), where director compensation often includes a significant equity component to foster long-term commitment and alignment.
• The deferral mechanism, allowing for conversion upon cessation of service or a fixed period, is also a standard feature designed to comply with tax regulations and retain directors.

Corporate Governance

Related Party Transactions

• The transaction represents a compensation arrangement between the company (Phreesia, Inc.) and a director (Gillian Munson), which is a common form of related party transaction in the context of executive and director compensation.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with long-term shareholder value due to equity compensation.
• Board of Directors: Demonstrates the ongoing implementation of the established non-employee director compensation policy.

Next Steps

• The Deferred Stock Units will convert to common stock on the earlier of 90 days after the director's separation from service or five years from the grant date.

Key Dates

Recommendation

This Form 4 reports a routine director compensation event where shares were acquired as deferred stock units. It does not provide new fundamental information or indicate a material change in the company's operational or financial outlook to warrant a change in investment recommendation.

Keywords

Phreesia, PHR, Gillian Munson, Director Compensation, Deferred Stock Units, Insider Transaction, SEC Form 4, Stock Acquisition