Form 4: Phreesia Director Gillian Munson Receives 6,700 Restricted Stock Units

Phreesia, Inc. Director Gillian Munson was granted 6,700 Restricted Stock Units (RSUs) valued at $27.61 per share, which will vest by June 2026 or the next annual meeting.

Summary

• Gillian Munson, a Director of Phreesia, Inc. (PHR), acquired 6,700 shares of common stock on June 25, 2025, at a price of $27.61 per share.
• These shares are Restricted Stock Units (RSUs) issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan.
• Each RSU represents the contingent right to receive one share of the Issuer's common stock.
• The RSUs are set to vest in full upon the earlier of June 25, 2026, or the date of the Issuer's next annual meeting of stockholders.
• Following this transaction, Gillian Munson beneficially owns 44,174 shares.
• The Director has elected to defer this grant through Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program.
• Underlying common stock will be received on the earlier of 90 days after the director ceases board service and incurs a "separation from service" (as per Section 409A of the Internal Revenue Code), or five years from the RSU grant date.
• Allison Hoffman, acting as Attorney-in-Fact for Gillian Munson, signed the Form 4 filing on June 27, 2025.
• A Substitute Power of Attorney was executed on June 23, 2025, by Allison Hoffman, appointing Autumn Simpson as a substitute attorney-in-fact for various individuals, including Gillian Munson, for SEC filings.

Sentiment

Score: 6

Explanation: The document reports a routine RSU grant to a director, which is a positive for aligning interests but does not indicate significant new financial performance or strategic shifts. The deferral option is a standard compensation feature.

Positives

• The grant of Restricted Stock Units (RSUs) to a director aligns their interests with shareholders, as the value of the compensation is tied to the company's stock performance.
• The existence of a Non-Employee Director Deferred Compensation Program indicates a structured approach to director compensation and potential tax planning benefits for the director.

Negatives

• The issuance of RSUs, upon vesting and conversion to common stock, can lead to a slight dilution of existing shareholder equity, although this is a standard practice for equity compensation.

Risks

• The value of the RSUs, and subsequently the common stock received, is subject to market fluctuations of Phreesia, Inc.'s stock price.
• The deferral of RSU receipt means the director's ultimate compensation value is tied to the stock price at the time of receipt, which could be lower than the grant date value.

Future Outlook

The granted Restricted Stock Units are scheduled to vest by June 25, 2026, or earlier upon the next annual meeting of stockholders. The director has elected to defer the receipt of the underlying common stock, which will be delivered either 90 days after ceasing board service and separation from service, or five years from the grant date of the deferred RSUs.

Management Comments

• Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program.

Industry Context

This filing represents a routine equity compensation grant to a non-employee director, a common practice across the healthcare technology industry to align director incentives with long-term shareholder value. Such grants are a standard component of executive and director compensation packages in publicly traded companies, particularly in growth-oriented sectors like health tech.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of director compensation is a widely adopted practice among publicly traded companies, including those in the healthcare technology sector.
• While specific comparable companies or projects are not detailed in this filing, the use of RSUs aligns with general industry standards for non-cash compensation, aiming to foster long-term commitment and align director interests with shareholder returns.
• The deferral option also reflects common sophisticated compensation planning strategies.

Management Changes

Corporate Governance

Related Party Transactions

• Grant of 6,700 Restricted Stock Units (RSUs) to Gillian Munson, a Director of Phreesia, Inc., as part of her compensation package. This is a transaction between the company and a related party (director).

Stakeholder Impact

• **Shareholders:** The RSU grant aligns the director's financial interests with long-term shareholder value. However, the eventual conversion of RSUs to common stock will result in minor dilution.
• **Directors:** The RSU grant and the option to defer compensation provide a structured and flexible compensation mechanism, potentially offering tax benefits and encouraging continued service.

Next Steps

• Vesting of 6,700 Restricted Stock Units (RSUs) by June 25, 2026, or the next annual meeting of stockholders.
• Future receipt of underlying common stock by Gillian Munson, either 90 days after ceasing board service and separation from service, or five years from the RSU grant date, due to deferral.

Key Dates

Keywords

Phreesia, PHR, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Deferred Compensation, Corporate Governance, Gillian Munson