Form 4: Phreesia Director Acquires Shares via DSU Plan

Phreesia, Inc. Director Gillian Munson acquired 370 common shares through a deferred stock unit grant as part of her compensation.

Summary

• Gillian Munson, a Director of Phreesia, Inc. (PHR), acquired 370 shares of common stock.
• The acquisition occurred on July 31, 2025, at a price of $26.96 per share.
• These shares were granted as Deferred Stock Units (DSUs) in lieu of an annual cash retainer, under Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program.
• The DSUs are awarded quarterly in arrears.
• Following this transaction, Gillian Munson beneficially owns 44,544 shares of Phreesia, Inc. common stock directly.
• The underlying common stock for the DSUs will be received on the earlier of 90 days after ceasing to serve as a Board member and incurring a 'separation from service,' or five years from the date of grant.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects a director's continued alignment with the company through equity compensation, which is a standard and healthy corporate governance practice.

Positives

• The acquisition of shares by a director, even through a deferred compensation plan, indicates continued alignment of interests between management and shareholders.
• The existence of a Non-Employee Director Deferred Compensation Program can help attract and retain qualified board members by offering flexible compensation options.

Future Outlook

The acquired Deferred Stock Units will convert into common stock on the earlier of 90 days after the director ceases board service and incurs a 'separation from service,' or five years from the grant date.

Industry Context

This filing represents a routine compensation event for a director, common across publicly traded companies, and does not directly reflect broader industry trends or competitive dynamics. It highlights standard corporate governance practices regarding non-employee director compensation.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) as a component of non-employee director compensation is a common practice among U.S. public companies, aligning director interests with long-term shareholder value.
• The deferral mechanism, allowing for receipt of shares upon cessation of service or after a fixed period, is consistent with best practices for executive and director compensation, often designed to comply with Section 409A of the Internal Revenue Code.

Corporate Governance

Related Party Transactions

• The grant of Deferred Stock Units to Gillian Munson, a director, constitutes a related party transaction as it involves compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with long-term shareholder value through equity ownership.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• The Deferred Stock Units will vest and convert into common stock based on the specified conditions (cessation of service or five years from grant date).

Key Dates

Keywords

Phreesia, PHR, Director Compensation, Deferred Stock Units, DSU, Insider Transaction, Beneficial Ownership, Corporate Governance