PHREESIA, INC., DEF 14A filed on 5/14/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Jan. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PHREESIA, INC.
Entity Central Index Key 0001412408
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jan. 31, 2025
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Fiscal Year
Summary Compensation Table Total for PEO ($ in thousands)1
Compensation Actually Paid to PEO ($ in thousands)2
Average Summary Compensation Table Total for Non-PEO NEOs ($ in thousands)3
Average Compensation Actually Paid to Non-PEO NEOs ($ in thousands)4
Total Shareholder Return5
Peer Group Total Shareholder Return6
Net Income ($ in thousands)7
Revenue ($ in millions)8
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2025$10,511$11,787$4,125$4,403$91.81$208.62$(58,527)$419.81
2024$8,273$(240)$4,252$1,010$82.19$188.24$(136,885)$356.30
2023$7,604$12,514$3,664$5,243$120.94$126.57$(176,146)$280.91
2022$8,921$(15,020)$3,701$(209)$100.61$150.33$(118,161)$213.23
2021$6,405$35,907$2,819$7,148$210.61$123.95$(27,292)$148.68
       
Company Selected Measure Name revenue        
Named Executive Officers, Footnote This column represents the amount of total compensation reported for principal executive officer ("PEO") Mr. Indig (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation table. Please refer to the Executive Compensation Tables section of this Proxy Statement.This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Indig) in the “Total” column of the Summary Compensation table in each applicable year. Please refer to the Executive Compensation Tables section of the Company’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Indig) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2025, Messrs. Gandhi, Roberts, Linetsky and Ms. Hoffman; (ii) for fiscal 2024, Randy Rasmussen (our former Chief Financial Officer), Messrs. Gandhi, Roberts, Linetsky and Ms. Hoffman; (iii) for fiscal 2023, Messrs. Rasmussen, Roberts and Linetsky and Michael Davidoff; (iv) for fiscal 2022, Messrs. Rasmussen, Thomas Altier (our former Chief Financial Officer), Roberts and Linetsky and Ms. Hoffman; and (v) for fiscal 2021, Messrs. Altier, Roberts, Linetsky and Ms. Hoffman.        
Peer Group Issuers, Footnote This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: S&P 1500 Composite Software & Services Index.        
PEO Total Compensation Amount $ 10,511,000 $ 8,273,000 $ 7,604,000 $ 8,921,000 $ 6,405,000
PEO Actually Paid Compensation Amount $ 11,787,000 (240,000) 12,514,000 (15,020,000) 35,907,000
Adjustment To PEO Compensation, Footnote
Fiscal Year
Reported Summary Compensation Table Total for PEO ($ in thousands)(a)
Reported Summary Compensation Table Value of PEO Equity Awards ($ in thousands)(b)
Adjusted Value of Equity
Awards ($ in thousands)(c)
Compensation Actually Paid to PEO ($ in thousands)
2025$10,511$9,996$11,272$11,787
2024$8,273$7,778$(735)$(240)
2023$7,604$7,089$11,999$12,514
2022$8,921$8,191$(15,750)$(15,020)
2021$6,405$5,500$35,001$35,907

a.This column represents the amount of total compensation reported for Mr. Indig for each corresponding year in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation tables section of this Proxy Statement.
b.This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Please refer to the Executive Compensation tables section of the Company’s Proxy Statement.
c.This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in
the Summary Compensation Table for Mr. Indig to arrive at “compensation actually paid” to Mr. Indig for that Subject Year, as computed in accordance with Item 402(v) of Regulation S-K. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year from the amounts reported in the Summary Compensation Table: (i) the year-end fair value of all equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of all awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest at the end or during the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows:

Fiscal YearYear End Fair Value of Equity Awards Granted in the Year ($ in thousands)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($ in thousands)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($ in thousands)Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($ in thousands)Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($ in thousands)Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($ in thousands)Adjusted Value of Equity Awards ($ in thousands)
2025$9,922$2,063$228$121$(1,062)$—$11,272
2024$7,189$(6,297)$679$(1,735)$(585)$—$(735)
2023$6,637$3,691$686$1,072$—$—$11,999
2022$7,266$(15,645)$—$(7,897)$—$—$(15,750)
2021$5,629$22,808$—$6,564$—$—$35,001
       
Non-PEO NEO Average Total Compensation Amount $ 4,125,000 4,252,000 3,664,000 3,701,000 2,819,000
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,403,000 1,010,000 5,243,000 (209,000) 7,148,000
Adjustment to Non-PEO NEO Compensation Footnote This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Indig), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts
do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Indig) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Indig) for each year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):

Fiscal Year
Average Reported Summary Compensation Table Total for Non-PEO NEOs ($ in thousands)(a)
Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards ($ in thousands)(b)
Average Non-PEO NEO Adjusted Value of Equity Awards ($ in thousands)(c)
Average Compensation Actually Paid to Non-PEO NEOs ($ in thousands)
2025$4,125$3,688$3,966$4,403
2024$4,252$3,285$176$1,010
2023$3,664$3,238$4,817$5,243
2022$3,701$3,281$(629)$(209)
2021$2,819$2,319$6,647$7,148

a.This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Indig) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation tables section of the Company’s Proxy Statement for the applicable year.
b.This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Indig) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation tables section of the Company’s Proxy Statement for the applicable year.
c.This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Indig) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Note 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Indig) to arrive at “compensation actually paid” to each NEO (excluding Mr. Indig) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Indig) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows:

Fiscal YearAverage Year End Fair Value of Equity Awards Granted in the Year ($ in thousands)Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($ in thousands)Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year ($ in thousands)Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($ in thousands)Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($ in thousands)Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($ in thousands)Adjusted Average Value of Equity Awards ($ in thousands)
2025$3,748$399$111$33$(325)$—$3,966
2024$3,010$(2,395)$310$(620)$(102)$—$176
2023$3,035$1,463$318$29$—$—$4,817
2022$2,683$(2,980)$—$(537)$—$—$(629)
2021$2,967$3,291$—$388$—$—$6,647
       
Equity Valuation Assumption Difference, Footnote
The fair value or change in fair value, as applicable, of equity awards was determined by reference to (1) for RSU awards, the closing price of our common stock on the applicable measurement date and (2) for market-conditioned PSU awards, a Monte Carlo simulation as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined by reference to the closing price of our common stock on the applicable measurement date as the current market price.
       
Compensation Actually Paid vs. Total Shareholder Return
Comp Paid vs Company TSR.jpg
       
Compensation Actually Paid vs. Net Income
Comp Paid vs Net Loss.jpg
       
Compensation Actually Paid vs. Company Selected Measure
Comp Paid vs GAAP Revenue.jpg
       
Total Shareholder Return Vs Peer Group
Company TSR vs Peer Group TSR.jpg
       
Total Shareholder Return Amount $ 91.81 82.19 120.94 100.61 210.61
Peer Group Total Shareholder Return Amount 208.62 188.24 126.57 150.33 123.95
Net Income (Loss) $ (58,527,000) $ (136,885,000) $ (176,146,000) $ (118,161,000) $ (27,292,000)
Company Selected Measure Amount 419,810,000 356,300,000 280,910,000 213,230,000 148,680,000
PEO Name Mr. Indig        
Additional 402(v) Disclosure This column represents the amount of “compensation actually paid” to Mr. Indig, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Indig during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Indig’s total compensation for each year to determine the “compensation actually paid”.This column represents cumulative Company total TSR. TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (fiscal 2021, fiscal 2021-2022, fiscal 2022-2023, fiscal 2023-2024 and fiscal 2024-2025), assuming dividend reinvestment, and the difference
between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.This column represents the amount of revenue reflected in the Company’s audited financial statements for the applicable year.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (9,996,000) $ (7,778,000) $ (7,089,000) $ (8,191,000) $ (5,500,000)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,272,000 (735,000) 11,999,000 (15,750,000) 35,001,000
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,922,000 7,189,000 6,637,000 7,266,000 5,629,000
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,063,000 (6,297,000) 3,691,000 (15,645,000) 22,808,000
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 228,000 679,000 686,000 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 121,000 (1,735,000) 1,072,000 (7,897,000) 6,564,000
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,062,000) (585,000) 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,688,000) (3,285,000) (3,238,000) (3,281,000) (2,319,000)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,966,000 176,000 4,817,000 (629,000) 6,647,000
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,748,000 3,010,000 3,035,000 2,683,000 2,967,000
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 399,000 (2,395,000) 1,463,000 (2,980,000) 3,291,000
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 111,000 310,000 318,000 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 33,000 (620,000) 29,000 (537,000) 388,000
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (325,000) (102,000) 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
12 Months Ended
Jan. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
As discussed above, we have adopted an Equity Award Grant Policy pursuant to which we generally grant equity awards on a regularly scheduled basis to enhance the effectiveness of our internal control over our equity award grant process. In accordance with our Equity Award Grant Policy, we generally grant equity awards to executive officers on a predetermined annual schedule at the end of our fourth fiscal quarter when the compensation committee also determines the other elements of our executive officers' compensation for the upcoming fiscal year.
In fiscal 2025, we did not grant awards of stock options, stock appreciation rights, or similar option-like instruments. We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material non-public information into account when determining the timing and terms of such awards.
Award Timing Method As discussed above, we have adopted an Equity Award Grant Policy pursuant to which we generally grant equity awards on a regularly scheduled basis to enhance the effectiveness of our internal control over our equity award grant process. In accordance with our Equity Award Grant Policy, we generally grant equity awards to executive officers on a predetermined annual schedule at the end of our fourth fiscal quarter when the compensation committee also determines the other elements of our executive officers' compensation for the upcoming fiscal year.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Jan. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true