Form 4: Phreesia Director Lainie Goldstein Receives Significant RSU Grant, Aligning Interests with Shareholders

Phreesia, Inc. Director Lainie Goldstein was granted 6,700 Restricted Stock Units (RSUs) valued at $27.61 per share, increasing her beneficial ownership to 48,555 shares.

Summary

• Phreesia, Inc. Director Lainie Goldstein acquired 6,700 shares of common stock in the form of Restricted Stock Units (RSUs) on June 25, 2025.
• The RSUs were 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 next annual meeting of the Issuer's stockholders.
• Ms. Goldstein has elected to defer this grant through Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program.
• She will receive the underlying common stock 90 days after ceasing to serve as a director and incurring a 'separation from service' as defined by Section 409A of the Internal Revenue Code.
• Following this transaction, Lainie Goldstein beneficially owns a total of 48,555 shares of Phreesia common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. This is a routine insider transaction related to director compensation, which is an expected part of corporate governance. The grant of RSUs aligns the director's interests with shareholders, which is positive, but it's not a significant market-moving event.

Positives

• The grant of Restricted Stock Units to a director aligns their financial interests with those of the company's shareholders, encouraging long-term value creation.
• The deferral of the RSU grant by the director indicates a long-term commitment to the company and its performance.

Future Outlook

The granted Restricted Stock Units are scheduled to vest in full by the earlier of June 25, 2026, or the next annual meeting of stockholders. The director has elected to defer the receipt of these shares until 90 days after her separation from service from the Board of Directors.

Industry Context

The grant of Restricted Stock Units to non-employee directors is a common practice across various industries, including healthcare technology, to compensate board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of non-employee director compensation is a standard practice in publicly traded companies, including those in the healthcare technology sector like Phreesia.
• The vesting schedule, typically tied to a future date or the next annual meeting, is consistent with common industry benchmarks for director equity grants, aiming to retain directors and align their interests over a specific period.
• The option for directors to defer compensation, as seen with Phreesia's Non-Employee Director Deferred Compensation Program, is also a common feature in corporate governance, offering tax planning flexibility and further demonstrating long-term commitment.

Corporate Governance

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's long-term interests with those of the shareholders, potentially fostering decisions that enhance shareholder value.
• Employees: No direct impact mentioned, but the company's compensation plans for directors reflect broader compensation philosophies.

Next Steps

• The granted RSUs will vest in full upon the earlier of June 25, 2026, or the next annual meeting of Phreesia's stockholders.
• Lainie Goldstein will receive the underlying common stock 90 days after she ceases to serve as a director and incurs a 'separation from service'.

Key Dates

Keywords

Phreesia, PHR, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Director Compensation, Lainie Goldstein, Equity Grant, Deferred Compensation