phr-20230517

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

___________________________________________

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐


			Check the appropriate box:

			☐			Preliminary Proxy Statement

			☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

			☒			Definitive Proxy Statement

			☐			Definitive Additional Materials

			☐			Soliciting Material under §240.14a-12

PHREESIA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


			Payment of Filing Fee (Check all boxes that apply):

			☒			No fee required.

			☐			Fee paid previously with preliminary materials.

			☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Phreesia, Inc.

1521 Concord Pike, Suite 301, PMB 221

Wilmington, DE 19803

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 28, 2023

Dear Phreesia Stockholder:

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Phreesia, Inc. (“Phreesia”) to be held on June 28, 2023 at 9:00 a.m. Eastern Time, virtually, via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/PHR2023. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/PHR2023, where you will be able to vote electronically and submit questions. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.

We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To elect the three Class I directors named in Proposal One to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;

2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024;

3. To approve, on a non-binding, advisory basis, the compensation of our named executive officers ("NEOs"), as disclosed in this proxy statement;

4. To approve an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law; and

5. To transact any other business that properly comes before the Annual Meeting (including any adjournments, continuations and postponements thereof).

Our board of directors recommends that you vote “FOR” the director nominees named in Proposal One, “FOR” the ratification of the appointment of KPMG LLP as our independent public accounting firm as described in Proposal Two, “FOR” the approval, on a non-binding, advisory basis, of the compensation of our NEOs as described in Proposal Three, and "FOR" the approval of the amendment of our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to Delaware General Corporation Law.

We have elected to provide access to our Annual Meeting materials, which include the proxy statement for our Annual Meeting (the “Proxy Statement”) accompanying this notice, in lieu of mailing printed copies.

On or about May 17, 2023, we mailed our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on March 23, 2023 (the “2023 Annual Report”). The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This Proxy Statement and our 2023 Annual Report can be accessed directly at the Internet address www.proxyvote.com using the control number located on the Notice, on your proxy card or in the instructions that accompanied your proxy materials.

Only stockholders of record at the close of business on May 1, 2023 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting online, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system. If you attend the Annual Meeting online, you may vote during the meeting even if you have previously returned a proxy.

Thank you for your ongoing support of and continued interest in Phreesia.

Sincerely,

Chaim Indig

Chief Executive Officer

TABLE OF CONTENTS




PROCEDURAL MATTERS									5
PROXY AND VOTING INFORMATION									6
PROPOSAL ONE: ELECTION OF DIRECTORS									10
CORPORATE GOVERNANCE									15
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM									29
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS									31
PROPOSAL THREE: NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION									32
EXECUTIVE OFFICERS									33
EXECUTIVE COMPENSATION									35
COMPENSATION DISCUSSION AND ANALYSIS									35
COMPENSATION COMMITTEE REPORT									50
COMPENSATION TABLES									50
CEO PAY RATIO									66
EQUITY COMPENSATION PLAN INFORMATION									66
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT									67
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS									72
PROPOSAL FOUR: SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AMENDMENT APPROVAL									75
OTHER MATTERS									78
APPENDIX A									80
PROXY CARD									81

Phreesia, Inc.

1521 Concord Pike, Suite 301, PMB 221

Wilmington, DE 19803

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 28, 2023

PROCEDURAL MATTERS

Our board of directors (the “Board”) solicits your proxy on our behalf for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment, continuation or postponement of the Annual Meeting for the purposes set forth in this proxy statement for our Annual Meeting (this “Proxy Statement”) and the accompanying notice of Annual Meeting. The Annual Meeting will be held on June 28, 2023 at 9:00 a.m. Eastern Time, virtually, via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/PHR2023. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/PHR2023, where you will be able to vote electronically and submit questions. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.

We are making this Proxy Statement and our 2023 Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on March 23, 2023 (the "2023 Annual Report") available to stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about May 17, 2023, we mailed our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2023 Annual Report. If you held shares of our common stock on May 1, 2023 you are invited to attend the meeting at www.virtualshareholdermeeting.com/PHR2023 and vote on the proposals described in this Proxy Statement.

In this Proxy Statement, the terms “Phreesia,” “the Company,” “we,” “us” and “our” refer to Phreesia, Inc. Phreesia, Inc. is a fully remote company and no longer maintains its principal executive office. Our mailing address is Phreesia, Inc., 1521 Concord Pike, Suite 301, PMB 221, Wilmington, DE 19803.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 28, 2023.

This Proxy Statement and the 2023 Annual Report are available online at www.proxyvote.com.

PROXY AND VOTING INFORMATION


What matters are being voted on at the Annual Meeting?			You will be voting on: •The election of Chaim Indig, Michael Weintraub and Edward Cahill as Class I directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal; •A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024; •A proposal to approve, on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in this Proxy Statement; •A proposal to approve an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law; and •Any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

How does the Board recommend I vote on these proposals?			Our Board recommends a vote: •“FOR” the election of Chaim Indig, Michael Weintraub and Edward Cahill as Class I directors; •“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024; •“FOR” the approval, on a non-binding, advisory basis, of the compensation of our NEOs, as disclosed in this Proxy Statement; and • "FOR" the approval of an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law.


Who is entitled to vote?			Holders of our common stock as of the close of business on May 1, 2023, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 53,585,239 shares of our common stock outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote on each proposal. Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.” Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in "street name," and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”


What do I need to be able to attend the Annual Meeting online?			We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/PHR2023. The webcast will start at 9:00 a.m. Eastern Time on June 28, 2023. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice or proxy card (if you received a printed copy of the proxy materials). Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. Our virtual Annual Meeting will be governed by our Rules of Conduct, which will be available on the virtual meeting platform in advance of the Annual Meeting. The Rules of Conduct will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics and rules for how questions and comments will be recognized and disclosed to meeting participants.

What is the required vote for approval of each proposal?			Proposal One: The election of directors requires a plurality of the of the votes properly cast to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. You may vote "FOR" or "WITHHOLD" on each of the nominees for election as director. Shares voting "withheld" and broker non-votes will have no effect on the election of the director nominees. Proposal Two: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024 requires the affirmative vote of a majority of the votes properly cast on this proposal. Abstentions and broker non-votes, if any, will have no effect on the ratification of KPMG LLP. Proposal Three: The approval of the compensation of our NEOs requires the affirmative vote of a majority of the votes properly cast on the proposal. Because this proposal is a non-binding, advisory vote, the result will not be binding on our Board, our compensation committee, or us. However, our Board and our compensation committee will consider the outcome of the vote when determining the compensation of our NEOs. Abstentions and broker non-votes will have no effect on the approval of the compensation of our NEOs. Proposal Four: The approval of an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law requires the affirmative vote of the majority of our outstanding shares of capital stock entitled to vote. This means that 50% of our outstanding shares on the Record Date must vote "FOR" this proposal. Abstentions and broker non-votes will have the same effect as a vote "AGAINST."


What is the quorum requirement?			A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our third amended and restated by-laws, or our bylaws, and Delaware law. The presence, in person or represented by proxy, of a majority of the shares of our common stock entitled to vote on any matter will constitute a quorum at the Annual Meeting. As of the Record Date, there were 53,585,239 shares of our common stock outstanding. Therefore, a quorum will be present if 26,792,620 shares of our common stock are present, in person or by proxy, representing a majority of the shares of common stock entitled to vote as of the Record Date. Abstentions, withheld votes and broker non-votes are counted as present for purposes of determining a quorum.

How do I vote?			If you are a stockholder of record, there are four ways to vote: (1) By Internet (Before the Annual Meeting): You may vote over the Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 27, 2023. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); (2) By Telephone: You may vote by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 27, 2023. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); (3) By Mail: If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it promptly in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting; or (4) By Internet (During the Annual Meeting): You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/PHR2023. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials). If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting. If you are a street name stockholder, please follow the instructions from your broker, bank or other nominee to vote by Internet, telephone or mail. Street name stockholders may not vote via the Internet at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks or other nominees.


Can I change my vote?			Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by: •notifying our Corporate Secretary, in writing, at Phreesia, Inc., 1521 Concord Pike, Suite 301, PMB 221, Wilmington, DE 19803 before the vote is counted; •voting again using the telephone or Internet before 11:59 p.m. Eastern Time on June 27, 2023 (your latest telephone or Internet proxy is the one that will be counted); or •attending the Annual Meeting online and voting virtually during the meeting. Simply logging into the Annual Meeting online will not, by itself, revoke your proxy. If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker, bank or nominee.

What is the effect of giving a proxy?			Proxies are solicited by and on behalf of our Board. Allison Hoffman and Balaji Gandhi have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.


What is the effect of votes withheld, abstentions and broker non-votes?			Votes withheld from any nominee, abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) will be counted towards the quorum requirement. With respect to Proposal One (election of directors), withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Abstentions will have no effect on Proposal Two (the ratification and appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024) or Proposal Three (the non-binding advisory vote on the compensation of our named executive officers). Abstentions will be counted as votes against Proposal Four, as this proposal requires the affirmative vote of a majority of shares present and entitled to vote on the matter. Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under New York Stock Exchange rules. Proposal Two to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024 is considered a "routine" matter, such that absent direction from you, your broker may vote your shares in its discretion on Proposal Two. Proposals One, Three and Four are considered to be "non-routine" matters and therefore your broker will not have discretion to vote your shares on Proposal One (the election of directors), Proposal Three (the non-binding advisory vote on the compensation of our NEOs), or Proposal Four (the amendment of our Seventh Amended and Restated Certificate of Incorporation). Broker non-votes will have no effect on Proposals One, Two or Three, but broker non-votes will have the same effect as votes "AGAINST" Proposal Four.



Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?			In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this Proxy Statement and our 2023 Annual Report, primarily via the Internet. On or about May 17, 2023, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and 2023 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

Where can I find the voting results of the Annual Meeting?			We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

How are proxies solicited for the Annual Meeting?			Our Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors, officers and employees will not be paid any additional compensation for soliciting proxies.

I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?			We have adopted a procedure called “householding,” which is permitted by SEC rules. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at proxy@phreesia.com or: Phreesia, Inc. Attention: Investor Relations and Legal Department 521 Concord Pike, Suite 301, PMB 221 Wilmington, DE 19803 Street name stockholders may contact their broker, bank or other nominee to request information about householding.


What are the requirements to propose actions for consideration at next year's annual meeting of stockholders or to nominate individuals to serve as directors?			Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the 2024 annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. Stockholder Proposals for Inclusion in Next Year's Proxy Statement For a stockholder proposal to be considered for inclusion in our proxy statement for the 2024 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than January 18, 2024. In addition, such stockholder proposals must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to: Phreesia, Inc. Attention: Investor Relations and Legal Department 1521 Concord Pike, Suite 301, PMB 221 Wilmington, DE 19803 with a copy via email: proxy@phreesia.com. Stockholder Proposals and Nominations to be Presented at Next Year’s Annual Meeting Our bylaws also establish an advance notice procedure for stockholders who wish to present certain matters, including nominations for the election of directors, before an annual meeting of stockholders, but do not intend for the proposal to be included in our proxy statement. Under our bylaws, the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for the 2024 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices: •not earlier than the close of business on February 29, 2024; and •not later than the close of business on March 30, 2024. In the event that we hold the 2024 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by our Corporate Secretary not later than the close of business on the later of the 90th day prior to the scheduled date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. If a stockholder who has notified us of its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting


			In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 29, 2024. Availability of Bylaws A copy of our bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Why is this Annual Meeting being held virtually?			We believe hosting a virtual meeting helps ensure the health and safety of our stockholders, Board and management and is consistent with our philosophy as a fully-remote company, and accordingly the Annual Meeting will be held entirely online this year. We are excited to have embraced the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and our Company. Hosting a virtual meeting provides easy access for our stockholders and facilitates participation because stockholders can participate from any location around the world. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PHR2023. You will also be able to vote your shares electronically prior to or during the Annual Meeting.

Who pays for the cost of this proxy solicitation?			Our Board is soliciting proxies for use at the Annual Meeting. We will bear the cost of preparing and distributing these proxy materials and we may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding solicitation materials to our stockholders. Proxies may be solicited by certain of our directors, officers and employees, personally or by mail, telephone, facsimile, email or other means of communication (electronic or otherwise). No additional compensation will be paid for such services.

PROPOSAL ONE:

ELECTION OF DIRECTORS

Number of Directors; Board Structure

Our Board is currently composed of seven members. In accordance with our Seventh Amended and Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors with one class elected each year at the annual meeting of stockholders for a term of three years. Directors are expected to be elected to hold office for such three-year term or until the election and qualification of their successors in office, subject to their earlier resignation or removal. At the Annual Meeting three Class I directors named in this Proxy Statement are standing for election to the Board for a term that will expire at the 2026 annual meeting of stockholders.

Nominees

Upon the recommendation of our nominating and corporate governance committee, our Board has nominated Chaim Indig, Michael Weintraub and Edward Cahill for re-election as Class I directors, to hold office until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal. Each of the nominees is a current Class I director and member of our Board and has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by our present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our Board. Our Board may fill such vacancy at a later date or reduce the size of our Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Vote Required

Under our bylaws, directors are elected by a plurality of votes properly cast at the Annual Meeting. This means that the three director nominees receiving the highest number of affirmative votes cast at the meeting will be elected as directors. You may vote "FOR" or "WITHHOLD" on each of the nominees for election as director. Withholding authority to vote your shares with respect to any of the director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

Information Regarding Director Nominees and Continuing Directors

The following table sets forth certain information about our directors, including our director nominees, as of May 17, 2023:


	Class	Age	Current Role(s) at Phreesia	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Director Nominees:
Chaim Indig	I	44	CEO, Director	2005	2023	2026
Michael Weintraub(2)(3)(4)	I	64	Chair, Director	2005	2023	2026
Edward Cahill(2)(4)	I	70	Director	2007	2023	2026
Other Directors:
Lainie Goldstein(1)(4)	II	55	Director	2020	2024	—
Ramin Sayar(3)(4)	II	50	Director	2021	2024	—
Gillian Munson(1)(2)(4)	III	52	Director	2019	2025	—
Mark Smith, MD(1)(3)(4)	III	71	Director	2018	2025	—

_______________________

(1) Member of the audit committee

(2) Member of the compensation committee

(3) Member of the nominating and corporate governance committee

(4) Independent member of the Board

The biographies of our director nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused our Board to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that such individual should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. We also value our directors' experience in relevant areas of business management and on other boards of directors and board committees and believe our Board reflects a diversity of experience and perspectives and has an appropriate balance of members who have supported Phreesia from its beginning and who have joined more recently.

Director Nominees

Chaim Indig has served as Phreesia’s Chief Executive Officer and a member of its Board since co-founding the Company in 2005. Mr. Indig has helped shape the healthcare experience and improve outcomes for patients, providers and staff. Under his leadership, Phreesia has established a broad national footprint, developed strategic partnerships with some of the world’s largest healthcare companies, and earned accolades for the Company’s role in helping to make care more efficient and patient-centered. He also led Phreesia through its initial public offering in 2019 and was named one of The Software Report’s Top 50 SaaS CEOs in 2021. Prior to co-founding Phreesia, Mr. Indig spearheaded the introduction of the analytics software company, Spotfire, Inc., into the pharmaceutical marketing

space. We believe that Mr. Indig’s extensive knowledge and experience in all aspects of our business and his extensive experience in the healthcare technology industry make him qualified to serve on our Board.

Michael Weintraub has served as Founding Chair and as a member of our Board since 2005. Mr. Weintraub serves as Co-Founder and Managing Partner of Ardan Equity, a healthcare enterprise software private equity firm, since April 2019. Previously, Mr. Weintraub served as Managing Partner of Optum Venture Management LLC, a company focused on digital health innovation, from 2017 to 2018. Mr. Weintraub was Co-Founder and Chief Executive Officer of Humedica, Inc., a population health management and big data company, from 2008 until 2013. After Humedica, Inc. was acquired by UnitedHealth Group, or UHG, in 2013, Mr. Weintraub served as President and Chief Executive Officer of Optum Analytics, UHG, from 2013 until 2017. Prior to launching Humedica, Inc., Mr. Weintraub served as Senior Managing Director at Leerink Partners LLC, a healthcare investment bank. Mr. Weintraub also served as Chief Executive Officer of PharMetrics, Inc. from 2001 until 2005, a healthcare informatics company, which was acquired by IMS Health, Inc., now IQVIA Holdings Inc., in 2005. Mr. Weintraub currently serves as Chair of the board of directors of BroadReach Healthcare, LLC, a healthcare company and Holmusk Ltd, a data analytics and health technology company, and as a member of the board of directors of CorEvitas, LLC, Forsyth Health, OncoHealth, Newfire, LLC and The Diabetes Link, formerly known as The College Diabetes Network, and as an advisory board member of the Innovation and Digital Health Accelerator at Boston Children’s Hospital. Mr. Weintraub also focuses on healthcare innovation as an Entrepreneur in Residence at Harvard Business School. Mr. Weintraub received his bachelor’s degree in Economics from Brandeis University and an M.B.A. from Harvard Business School. We believe that Mr. Weintraub’s experience as an executive in the healthcare industry, as a director for a number of healthcare and data analytics companies, and his knowledge of the healthcare technology industry make him qualified to serve on our Board.

Edward Cahill has served as a member of our Board since October 2007. Mr. Cahill serves as Managing Partner at HLM Venture Partners, which invests in emerging healthcare, business services, and technology companies, a position he has held since May 2000. From June 1995 until May 2000, Mr. Cahill was a Founding Partner of Cahill, Warnock & Company (now Camden Partners Holding, LLC), a private equity firm. Prior to that, Mr. Cahill was a Managing Director of Alex, Brown & Sons, Inc., where he headed the firm’s Healthcare Group from 1986 through 1995. Mr. Cahill serves as a member of the board of directors of Blue Rabbit Ventures, Inc., Carevive Systems, Inc. and Persivia Inc. and serves as emeritus trustee of Johns Hopkins Medicine, Johns Hopkins Health System, and trustee at Mercy Health Services. Mr. Cahill previously served as a member of the board of directors of many public and privately held companies including but not limited to Tandem Diabetes Care, Inc., Masimo Corp., Centene Corp., and TyRx, Inc. Mr. Cahill holds a B.A. from Williams College and a Master of Public and Private Management degree from Yale University. We believe that Mr. Cahill’s experience in serving on the board of directors of numerous public and private companies and his investment experience with healthcare companies make him qualified to serve on our Board.

Continuing Directors

Lainie Goldstein has served as a member of our Board since July 2020. Ms. Goldstein serves as Chief Financial Officer of Take-Two Interactive Software, Inc. ("Take-Two"), a leading global interactive entertainment company, a position she has held since June 2007. Ms. Goldstein is a CPA with financial and business experience in the software, entertainment, retail and apparel industries, with proven success in managing the finance function of publicly traded companies. Prior to joining Take-Two, Ms. Goldstein held a number of positions of increasing responsibility with Nautica Enterprises, most recently serving as Vice President, Finance and Business Development. Earlier in her career, she held positions in the audit and reorganization departments at Grant Thornton LLP. Ms. Goldstein holds a BSBA in Accounting from The American University. We believe Ms. Goldstein’s extensive public company leadership, business and financial expertise across a broad range of industries make her qualified to serve on our Board.

Gillian Munson has served as a member of our Board since May 2019. Ms. Munson currently serves as Chief Financial Officer of Vimeo, Inc., a video hosting, sharing and services platform, a position she has held since April 2022. Ms. Munson previously served as Special Advisor to the chief financial officer of One Medical, a membership-based primary care practice, from October 2021 to March 2022. Prior to that, Ms. Munson was Chief Financial Officer of Iora Health, Inc., a healthcare company, from December 2020 until its sale in September 2021. Ms. Munson previously served as a Partner at Union Square Ventures. Prior to that, she served as Chief Financial Officer, Treasurer and Secretary of XO Group Inc., the parent company of The Knot Inc., from 2013 until 2019. Ms. Munson also held previous roles of Vice President, Business Development at Symbol Technologies, LLC, Executive Director and Senior Equity Analyst at Morgan Stanley and Equity Research Associate at Hambrecht & Quist. She currently serves on the board of directors of Duolingo, Inc., and The St. Regis Foundation and previously served on the board of directors of Monster Worldwide, Inc. Ms. Munson earned her B.A. in Political Science and Economics from The Colorado College. We believe that Ms. Munson’s public company leadership positions as an officer and as a board member, as well as her investment and equity research experience in the technology industry, make her qualified to serve on our Board.

Ramin Sayar has served as a member of our Board since October 2021. Mr. Sayar is the Chief Executive Officer and a member of the board of directors of Sumo Logic, Inc., a software company where he has served since December 2014. From April 2010 to December 2014, Mr. Sayar served as Senior Vice President and General Manager, Cloud Management Business Unit at VMware, Inc., a software virtualization company. From November 2006 to April 2010, Mr. Sayar served as Vice President of Products and Strategy at HP Software Technology Pvt. Ltd., a software development company. Mr. Sayar holds a B.A. in History from the University of California, Santa Barbara and an M.B.A. from San Jose State University. We believe Mr. Sayar’s experience as the chief executive officer and board member of a software company makes him qualified to serve on our Board.

Mark Smith, M.D., M.B.A. has served as a member of our Board since October 2018. Dr. Smith is currently Professor of Clinical Medicine at the University of California at San Francisco. From 2015 to 2019 he served as co-chair of the Guiding Committee of the Health Care Payment Learning and Action Network. Previously, Dr. Smith was the founding President and former Chief Executive Officer of the California Healthcare Foundation, Inc., a philanthropic organization focused on improving the health of individuals, from 1996 to 2013. Dr. Smith serves as a member of the board of directors of Jazz Pharmaceuticals plc, Teladoc Health, Inc., the Commonwealth Fund, and Prealize. Dr. Smith earned his B.A. degree in Afro-American Studies from Harvard College, his M.D. from the University of North Carolina at Chapel Hill, and his M.B.A. in Healthcare Administration from the Wharton School at the University of Pennsylvania. We believe that Dr. Smith’s experience as a physician and his background in health policy and the healthcare industry make him qualified to serve on our Board.

The following chart shows key attributes for the seven current members of our Board as of May 17, 2023, including the three nominees:

The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by one or more of our independent directors as a result of their particular relevance to our business and structure. While all of these were considered by the Board and the nominating and corporate governance committee in connection with this year’s director nomination process, the following matrix does not encompass all experience, qualifications, attributes or skills of our directors.

Director

Software Industry Experience

Healthcare Industry Experience

Public Company Director Experience (non-Phreesia)

Senior Business Executive Experience

Financial Statements and Accounting Experience

Privacy/Data Security Experience

Gender

Race/ Ethnicity

Tenure since IPO

Michael Weintraub

White

4 years

Ed Cahill

White

4 years

Lainie Goldstein

White

2 years

Gillian Munson

White

3 years

Ramin Sayar

Asian and Middle Eastern

1 year

Mark Smith

African American or Black

4 years

CORPORATE GOVERNANCE

We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our stockholders, and strengthens our Board and management accountability. Some highlights of our governance program include:

Highly independent Board (6 of 7 directors) and a goal of independence of 2/3 of the Board

Fully independent audit, compensation, and nominating & corporate governance committees

Diverse Board in terms of gender, race/ethnicity, experience, skills and tenure

Separate Chair and CEO positions

Single class of stock with equal voting rights

Ongoing Board refreshment

Annual Board and committee evaluations

Regular executive sessions of independent directors

Stock ownership guidelines for directors and executive officers

Director overboarding policy

Average tenure goal for Board members of 10 years or less

Our business and affairs are managed under the direction of our Board, which is elected by our stockholders. Our Board currently consists of seven directors, all of whom, other than Mr. Indig, qualify as “independent” under the listing standards of the New York Stock Exchange (“NYSE”).

Director Independence

Our common stock is listed on the NYSE. Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company's board of directors. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent. Under the listing standards of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act, and the listing standards of the NYSE. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the NYSE.

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning such director's background, employment and affiliations, our Board has determined that none of Mr. Weintraub, Mr. Cahill, Ms. Goldstein, Ms. Munson, Mr. Sayar or Dr. Smith have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under the listing standards of the NYSE. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, the association of our directors with the holders of more than 5% of our common stock, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions,” if applicable.

Board Leadership Structure

The positions of Chief Executive Officer and Chair of our Board are separated. Michael Weintraub serves as the Chair of our Board, presides over meetings of our Board and executive sessions of our Board and holds such other powers and carries out such other duties as are customarily carried out by

the Chair of our Board. Chaim Indig, our Chief Executive Officer, sets the overall strategy of the Company and oversees our day-to-day business. Our Board believes that separating these roles is appropriate as it allows us to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance. Our Board believes that separating these positions allows our Chief Executive Officer to focus on setting the overall strategic direction of the Company, expanding the organization to deliver on our strategy and overseeing our day-to-day business, while allowing the Chair of the Board to lead the Board in its fundamental role of providing strategic advice to and independent oversight of management.

Our Board recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chair, particularly as the Board’s oversight responsibilities continue to grow. Although our bylaws and corporate governance guidelines do not require that our Chair and Chief Executive Officer positions be separate, our Board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In carrying out its risk oversight responsibilities, the Board reviews the long- and short-term internal and external risks facing the Company through its participation in long-range strategic planning, and ongoing reports from various Board standing committees that address risks inherent in their respective areas of oversight. On a regular basis, key risks, status of mitigation activities and potential new or emerging risks are discussed with senior management and further addressed with our audit committee and Board, as necessary. On an ongoing basis, the Board and management identify key long- and short-term risks, assess their potential impact and likelihood, and, where appropriate, implement operational measures and controls or purchase insurance coverage in order to help ensure adequate risk mitigation.

In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Board also monitors new risks as they emerge, such as the effects on our business of Russian military action in Ukraine and adverse developments in the financial services industry. Our audit committee is responsible for reviewing and discussing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our audit committee also monitors operational, privacy, security, cybersecurity, and competition risk and compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our audit committee is also responsible for periodically reviewing our enterprise risk management program and supporting framework. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, evaluates our Board and committees' composition and oversees our environmental, social and governance ("ESG") initiatives. Our compensation committee reviews and discusses the risks arising from our compensation philosophy and practices applicable to all employees that are reasonably likely to have a materially adverse effect on us.

Risks Related to Compensation Policies and Practices

When determining our compensation policies and practices, the Board considers various matters relevant to the development of a reasonable and prudent compensation program, including whether the policies and practices are reasonably likely to have a material adverse effect on us. We believe that the mix and design of our executive compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on us for the following reasons: we offer an appropriate balance of short and long-term incentives and fixed and variable amounts; our variable compensation provides enhanced incentives for executives to outperform and strong disincentives for executives to underperform against our Company goals and is based on a

balanced mix of Company performance criteria; and the Board and Compensation Committee have the authority to adjust variable compensation as appropriate.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. A copy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics is available on our Internet website at https://ir.phreesia.com/about-us/governance-documents and may also be obtained without charge by contacting our Corporate Secretary at Phreesia, Inc., 1521 Concord Pike, Suite 301, PMB 221, Wilmington, DE 19803. We intend to disclose any amendments to our Code of Business Conduct and Ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements. During fiscal year ended January 31, 2023, no waivers were granted from any provision of the Code of Business Conduct and Ethics.

Environmental, Social and Governance Topics

At Phreesia, we are guided by our commitment to responsible business practices through a culture that promotes honest and ethical conduct, respects our employees and communities, and safeguards the information under our care. We are committed to making a positive impact and continuing to assess and enhance our ESG strategy to meet the needs of our stakeholders.

Our Employee Experience

Our focus on our employee experience and a strong company culture has earned us third-party recognition in a number of areas, as evidenced by the following recent recognitions:

•Phreesia named to Modern Healthcare’s 2022 list of “Best Places to Work in Healthcare” for the sixth time

•Phreesia named one of Becker's Healthcare's "150 Top Places to Work in Healthcare" for 2022

•Phreesia named to Inc. Magazine’s list of “Best-Led Companies of 2022”

•Phreesia Life Sciences named to Medical Marketing and Media’s (MM+M) “Best Places to Work 2022”

•Phreesia included in 2023 Bloomberg Gender Equality Index for the third year in a row

•Representation on Software Report's "Top 50 Women Leaders in SaaS" for the past five years

•Phreesia named as one of the 2023 Achievers "50 Most Engaged Workplaces"

We believe in treating all people with respect and celebrating our diverse backgrounds, ideas, and perspectives. To support the Phreesia community, we are committed to the practices highlighted below:

•Commitment to Ethical Conduct. At a fundamental level, we are committed to honest, ethical and respectful conduct. We have implemented policies and practices to uphold this commitment in the workplace, such as our annual anti-harassment training. Our Code of Business Conduct and Ethics also reaffirms our commitment to fostering a respectful workplace culture that is free of harassment, intimidation, bias, and unlawful discrimination. We strictly prohibit discrimination in all its forms, including on the basis of race, sex, marital status, sexual orientation, gender identity, national origin, age, disability and genetic information, as well as any other attribute protected by law. We encourage employees to ask questions, seek guidance, and report suspected violations of our Code of Business Conduct and Ethics. We offer avenues for anonymous reporting and protect employees from any retaliation for good faith reports.

•Employee Engagement. As part of our effort to build a positive, inclusive company culture, we conducted our first employee engagement survey in fiscal year 2023 through the Workday Peakon platform. We provided all leaders throughout our organization with a comprehensive and team-level view of our strengths and opportunities, along with support, tools, resources and guidance through a strategic action planning process. Throughout the year, we used the results of our engagement survey to drive our operational and strategic actions.

•Welcoming New Employees. We have structured a thorough and welcoming virtual onboarding program for new employees, who complete a set of core trainings, live courses and exercises to understand the "why" of Phreesia and learn our values. Our interactive, multi-day onboarding program also offers new employees meaningful opportunities to connect with colleagues. We strive to provide all employees with the tools they need to build successful connections and to maintain and strengthen virtual-first relationships across the organization. We aim to empower new hires to leverage their unique backgrounds and experiences to impact the Company and to build a solid foundation for their success at Phreesia and their future career growth.

•Prioritizing Health and Wellness. We offer unlimited paid time off and summer Fridays to all employees and a competitive benefits package, including a variety of health plans, dental and vision coverage, and short-term, long-term and life insurance plans. We also encourage healthy lifestyles by offering a monthly wellness stipend, as well as Company-sponsored wellness programs, including our Phall Wellness Challenge. We aspire to create an environment and culture that supports all our employees when they need to provide support to their families, and we are proud to offer paid family care leave to our North American employees. In addition, we have implemented Phireworks, an employee rewards program where employees can recognize their colleagues for various achievements by awarding them points that can be used to purchase items in the Phireworks store or make charitable contributions.

Our Culture

Phreesia employees are a team of smart and passionate individuals who are dedicated to our mission of creating a better, more engaging healthcare experience for patients, healthcare services clients and staff. At every level of the organization, we encourage a culture of personal responsibility, built on trust and accountability. We draw on these values to guide the following tenets of our culture:

•Diversity, Equity, Inclusion, & Belonging. We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our employee resource groups (“ERGs”) support our commitment to promoting and maintaining an inclusive culture for all employees by bringing together individuals from a wide range of backgrounds, experiences and perspectives. These groups seek to foster a sense of shared community and empowerment for employees who share a common social identity, such as gender, race, ethnicity, sexual orientation and ability. Phreesians can voluntarily join an ERG to network, discuss and exchange ideas and enhance their professional development, notably through our ERG mentorship program. Our active ERGs include Phreesia Women’s Network, Black@Phreesia, LatinX, LGBTQ+@Phreesia, PHR-Asians, MENA (Middle Eastern/North African), and Phree & Able (promoting disability inclusion and awareness).

We are also committed to supporting gender equality in our organization, including through our inclusive culture, board representation, pathways to leadership for women, pay equity and strong family-leave policies.

•Trust and Flexibility. At every level of our organization, we encourage a culture of personal responsibility. We trust our employees to know how to execute on our mission, and we give them space to do so as they manage their work and personal lives. We promote work-life balance by empowering our employees to adopt flexible working arrangements and providing tools for efficient remote collaboration. We also offer a stipend to make sure our employees’ remote workspaces are set up for comfort and productivity.

•Transparency and Engagement. Transparency and engagement are critical to communication within the Phreesia community and employee connections. In fiscal 2023 we conducted our first employee engagement survey. We use the feedback we gather to create an even better workplace experience. We also communicate openly with our employees through weekly all-company calls and newsletters, where we deliver business updates, celebrate wins, recognize outstanding employee contributions, and cover other topics relevant to our employees and clients.

•Contributing to our community. We recognize the importance of giving back to our communities. We encourage our employees to participate in optional “Phriendsgiving” Phreesia Service Days each November to serve our local communities. Phreesians can volunteer individually, connect with others to volunteer, or opt into projects we organize in major cities with ten or more employees. We have also implemented Benevity, a corporate giving platform, to encourage Phreesians to give back to their communities and causes that matter to them. Phreesians are encouraged and supported to share their time and resources to give back to their communities locally and beyond. For example, we established the Earnest Rogers Award as a way to pay tribute to a late beloved Phreesia friend and colleague. The annual award goes to a Phreesian who demonstrates kindness, integrity, dependability, gratitude and authenticity in their work and life. Each year, Phreesia makes a donation in honor of Earnest to the recipient's charity of choice.

Sustainability

We are committed to monitoring and managing our operations to better understand and continuously improve our impact on the environment. We have a relatively low carbon footprint as a software-as-a-service company, and we strive to further minimize our footprint by tailoring our operations towards sustainability. For example, we have lessened the environmental burden of commuting by operating as a remote company, supporting our workforce through technology tools that enable virtual communication and collaboration. We strive to reuse or recycle our corporate IT equipment across our workforce and

follow applicable guidelines for disposal of electronic waste. We have also consolidated our corporate data centers to utilize energy-efficient vendors and to run workloads in a dense manner, reducing excess energy usage. We continue to investigate additional ways to increase the adoption of environmentally sustainable practices.

Privacy and Security

We are firmly committed to privacy and security and regard the protection of the privacy and security of critical information as a top priority. Our platform offers resilient security and privacy-embedded solutions for our clients, and we maintain a comprehensive program designed to safeguard the confidentiality, integrity and availability of personal data and other confidential information under our care. In particular, we deploy physical, administrative and technical controls to protect the security and privacy of patient information. We are aware that we must continuously evolve our controls to address new threats, adhere to changing laws and standards, and reduce the risk associated with the introduction of new, innovative technology.

Our resources include a Chief Privacy Officer, a designated HIPAA security officer and dedicated teams focused on privacy and security, respectively. We maintain policies and procedures that are certified by independent third parties, conduct mandatory annual trainings tailored to our workforce, and employ a series of technical controls and testing, such as multi-factor authentication for all remote access, AES-256 or greater for encryption, and routine vulnerability and penetration testing. We also leverage multiple Tier 5 data centers and cloud environments to manage and maintain the availability of our clients’ patient information.

We employ privacy and security by design principles during our product development and business development processes to proactively ensure fidelity to our commitments from the outset. In addition, we maintain industry certifications, including HITRUST and SOC 2 Type II, and we are a PCI-DSS Level 1 Service Provider. We also strive to monitor and implement, as appropriate, legal, regulatory and industry standards as they relate to our privacy and security practices.

Finally, we strive to instill a culture of awareness and compliance throughout our organization through ongoing educational initiatives, phishing and tabletop exercises, role-based trainings and visible support from members of our executive team.

Board Meetings and Committees

During our fiscal year ended January 31, 2023, our Board held five meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served, except for Mr. Cahill, who attended 63% of our Compensation Committee meetings. Under our Corporate Governance Guidelines, directors are expected to spend the time needed and meet as frequently as our Board deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make reasonable efforts to attend our annual meeting of stockholders, all meetings of our Board and all meetings of the committees on which they serve. Five of our seven directors attended our 2022 annual meeting of stockholders.

Our Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. The following table sets forth membership information for each of our Board committees as of the date of this Proxy Statement.

Independent

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Chaim Indig

Michael Weintraub«

Edward Cahill

Lainie Goldstein

M««

Ramin Sayar

Gillian Munson

C««

Mark Smith, M.D.

M = Member

« = Chair of the Board

C = Chair

«« = Audit Committee Financial Expert

The composition and responsibilities of each Board committee is further described below. Members serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee

Our audit committee currently consists of Ms. Munson, Ms. Goldstein and Dr. Smith, with Ms. Munson serving as Chairperson. Each member of our audit committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of the NYSE. In addition, our Board has determined that Ms. Munson and Ms. Goldstein are audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our audit committee’s responsibilities include, among other things:

1. appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

2. pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

3. reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

4. reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

5. coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

6. establishing policies and procedures for the receipt, retention and treatment of accounting-related complaints and concerns;

7. recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included on our Annual Report on Form 10-K;

8. monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

9. preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

10. reviewing all related person transactions for potential conflict of interest situations and approving all such transactions;

11. reviewing quarterly earnings releases of information to be disclosed and the types of presentation to be made; and

12. reviewing our risk management program and material risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, regulatory and accounting risk.

Our audit committee operates under a written charter adopted by the Board and that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our audit committee is available on our website at https://ir.phreesia.com/about-us/governance-documents. No member of our audit committee may serve on the audit committee of more than three public companies unless our Board determines that such simultaneous service would not impair the ability of such member to effectively serve on our audit committee and we disclose such determination in accordance with the listing standards of the NYSE.

Our audit committee held five meetings during the fiscal year ended January 31, 2023.

Compensation Committee

Our compensation committee currently consists of Mr. Weintraub, Mr. Cahill and Ms. Munson, with Mr. Weintraub serving as Chairperson. Each member of our compensation committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee’s responsibilities include, among other things:

1.annually reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

2.evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives, and, based on such evaluation: (i) recommending the total compensation, including the individual elements of compensation of our Chief Executive Officer to our Board and (ii) reviewing and recommending to the Board for approval grants and awards to our Chief Executive Officer under equity-based plans;

3.evaluating the performance of our other executive officers and key leadership and reviewing and determining in consultation with our Chief Executive Officer (i) the cash compensation of our other executive officers and (ii) grants and awards to our other executive officers under equity-based plans;

4.reviewing and establishing our overall management compensation philosophy and policy;

5.overseeing and administering our compensation and similar plans, including delegating the review and approval of grants and awards under equity-based plans to the Equity Grant Committee, composed of one of more executive officers of the Company, including our Chief Executive Officer;

6.evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable NYSE rules;

7.reviewing and approving our policies and procedures for the grant of equity-based awards;

8.reviewing and recommending to our Board the compensation of our directors;

9.reviewing the corporate succession plans for our Chief Executive Officer and our other key officers with our Board;

10.preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement; and

11.reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Our compensation committee operates under a written charter adopted by the Board and that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. Pursuant to its charter, the compensation committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities. A copy of the charter of our compensation committee is available on our website at https://ir.phreesia.com/about-us/governance-documents.

Our compensation committee held nine meetings during the fiscal year ended January 31, 2023.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Dr. Smith, Mr. Sayar and Mr. Weintraub, with Dr. Smith serving as Chairperson. Mr. Sayar joined the nominating and corporate governance committee on March 28, 2022. Each member of our nominating and corporate governance committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Our nominating and corporate governance committee’s responsibilities include, among other things:

1.recommending to the Board criteria for Board and committee membership;

2.establishing procedures for identifying and evaluating Board and director candidates, including nominees recommended by stockholders;

3.identifying individuals qualified to become members of the Board;

4.recommending to the Board the persons to be nominated as directors and to each of the Board’s committees;

5.overseeing our ESG initiatives;

6.developing and recommending to the Board a code of business conduct and ethics and a set of corporate governance guidelines and periodically reviewing and reassessing the adequacy of the code of conduct and business ethics and the corporate governance guidelines;

7.overseeing our shareholder engagement practices; and

8.overseeing the evaluation of our Board.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the NYSE. A copy of the charter of our nominating and corporate governance committee is available on our website at https://ir.phreesia.com/about-us/governance-documents.

Our nominating and corporate governance committee held four meetings during the fiscal year ended January 31, 2023.

Compensation Committee Interlocks and Insider Participation

During all or part of the fiscal year ended January 31, 2023, our compensation committee consisted of Mr. Weintraub, Mr. Cahill and Ms. Munson, with Mr. Weintraub serving as Chairperson. None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the fiscal year ended January 31, 2023, served as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or compensation committee. No member of the compensation committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

Identifying and Evaluating Director Nominees

The Board has delegated to the nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to the Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the Board’s approval as director nominees for election to the Board.

Minimum Qualifications

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, our nominating and corporate governance committee will consider, among other things, the current size and composition of our Board and the needs of our Board and the respective committees of our Board. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, ethics, integrity, judgment, diversity of experience, independence, skills, education, expertise, business acumen, length of service, understanding of our business and industry, potential conflicts of interest and other commitments. Additionally, to further our commitment to refreshment, on March 23, 2023, our Board approved an amendment to the Corporate Governance Guidelines that sets forth a goal of maintaining an average director tenure of ten years or less, measured from the date of our initial public offering.

Nominees must also have proven achievement and competence in their field, the ability to offer advice and guidance to our management team, the ability to make significant contributions to our success and an understanding of the fiduciary responsibilities that are required of a director. Director candidates must have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board and committee responsibilities, and, beginning with any new directorships after April 30, 2023, (i) a director may not serve on more than four public company boards (including our Board) and (ii) a director who also serves as one of our executive officers or as an executive officer of any other public company may not serve on more than three public company boards (including our Board). Members of our Board are expected to prepare for, attend and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Board Diversity

Our Board believes that diversity in its membership should represent a diverse mix of skills, industry experience, backgrounds (including race, ethnicity and gender), ages and other unique characteristics. In evaluating director candidates, our Board considers diversity as it deems appropriate given the current needs of the Board and the Company. To reflect this commitment in identifying potential director candidates, our nominating and corporate governance committee will include in its initial list of director candidates for consideration in connection with any vacancy (or new director search) one or more qualified diverse candidates, and will instruct any search firm, if used, to do the same. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full Board the director nominees for selection.

The nominating and corporate governance committee believes that our current Board reflects a diverse mix of directors based on a number of these factors, including diversity with respect to gender and

race/ethnicity. Four of our seven current directors, or 57%, identify as diverse in terms of gender or race/ethnicity, including two of whom are women, and two of whom identify as racially or ethnically diverse.

Stockholder Recommendations

Stockholders may submit recommendations for director candidates to the nominating and corporate governance committee by sending the information set forth below to our Corporate Secretary at 1521 Concord Pike, Suite 301, PMB 221, Wilmington, DE 19803 with a copy via email to proxy@phreesia.com.

Pursuant to the policies and procedures for candidate recommendations set forth in our nominating and corporate governance committee charter, stockholder recommendations must be submitted in writing not less than 120 calendar days prior to the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting, and must include the following information:

•name and address of the stockholder making the recommendation;

•a representation that the stockholder is a record holder of our securities, or if the stockholder is not a record holder, evidence of ownership;

•name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the precedent five full years of the individual recommend for consideration as a director nominee;

•a description of the qualifications and background of the proposed director nominee which addresses the minimum qualifications, actual or potential conflicts of interest, and other criteria for board membership approved by the board of directors from time to time and set forth in the policies and procedures for director candidates adopted by our nominating and corporate governance committee;

•a description of all arrangements or understandings between the stockholder and the proposed director nominee;

•the consent of the proposed director nominee (i) to be named in the proxy statement for the annual meeting and (ii) to serve as a director if elected at such annual meeting; and

•any other information regarding the proposed director nominee that is required to be included in the proxy statement.

Our nominating and corporate governance committee will consider candidates properly recommended by stockholders holding at least 3% of our common stock continuously for at least twenty-four (24) months before the date the recommendation is submitted in the same manner as candidates recommended from other sources.

Stockholder Communications

The Board provides to every stockholder the ability to communicate with the Board, as a whole, and with individual directors on the Board through an established process for stockholder communication. For a stockholder communication directed to the Board as a whole, stockholders may send such communication to the Chairperson of our Board via U.S. Mail or Expedited Delivery Service to: Phreesia, Inc., 1521 Concord Pike, Suite 301, PMB 221, Wilmington, DE 19803, Attn: Chair of the Board of Directors, with a copy via email to proxy@phreesia.com.

For a stockholder or other interested party communication directed to an individual director in such director's capacity as a member of the Board, stockholders may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Phreesia, Inc., 1521 Concord Pike, Suite 301, PMB 221, Wilmington, DE 19803, Attn: General Counsel and Chief Financial Officer, with a copy via email to proxy@phreesia.com.

We will forward by U.S. Mail all such stockholder communications to each director, and the Chairperson of the Board in his or her capacity as a representative of the Board, to whom such security

holder communication is addressed to the address specified by each such director and the Chairperson of the Board.

Non-Employee Director Compensation

Our non-employee director compensation program is designed to attract, retain and reward qualified directors and further align the financial interests of our non-employee directors with those of our stockholders. Under our Third Amended and Restated Non-Employee Director Compensation Policy (our "Policy"), which was approved by our Board on June 17, 2022, non-employee directors receive initial equity grants when they join the Board, and annual cash retainers and equity grants for their continued annual service. We also reimburse all reasonable out-of-pocket expenses incurred by directors in order to attend meetings of our board or any committee thereof.

Under our Policy, non-employee directors receive the following annual cash retainers for their service:


Annual Retainer for Board Membership
Annual service on the board of directors	$	40,000
Annual service as non-executive chairperson	$	45,000
Additional Annual Retainer for Committee Membership
Annual service as chair of the audit committee	$	25,000
Annual service as member of the audit committee (other than chair)	$	10,000
Annual service as chair of the compensation committee	$	15,000
Annual service as member of the compensation committee (other than chair)	$	7,500
Annual service as chair of the nominating and corporate governance committee	$	10,000
Annual service as member of the nominating and corporate governance committee (other than chair)	$	5,000

The non-executive chair is also eligible to receive up to an additional $95,000 in cash fees depending upon the non-executive chair’s contributions, and his total annual cash fees are capped at $200,000.

Each annual cash retainer is paid quarterly in arrears, pro-rated based on the number of actual days served by the non-employee director during such quarter. The non-employee directors are given the opportunity to elect to receive all of their annual cash retainer fee in the form of an equity award of unrestricted stock having a grant-date fair value equal to the amount of such retainer (a "Converted Cash Retainer").

When first appointed to our board, non-employee directors are granted a restricted stock unit award with a grant date fair value equal to the sum of (i) $185,000 (the “New Hire Award”) plus (ii) $185,000 (which shall be pro-rated based on the estimated number of calendar days to be served from the date the non-employee director joins the Board through the anticipated date of the next annual meeting of stockholders (the “Pro-Rated Initial Award”)). The New Hire Award vests over four years, with 25% of the restricted stock units vesting on each anniversary of the non-employee director’s election or appointment to the Board; provided, however, that all vesting ceases if the director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The Pro-Rated Initial Award vests in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting of stockholders; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. Employee directors will receive no additional compensation for their service as a director.

In addition, on the date of each annual meeting of stockholders, each non-employee director continuing as a non-employee director following such meeting will be granted RSUs having a fair market value of $185,000 on the date of grant (the "Annual Grants"). The Annual Grants will vest in full on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of stockholders, provided, however, that all vesting shall cease if the director resigns from the Board or

otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting.

Under our Policy, all RSUs granted to non-employee directors will be settled for shares of our common stock. These RSUs are subject to full accelerated vesting upon the closing of a Sale Event (as defined in our Policy) or upon such director’s death or disability.

We maintain a Non-Employee Directors' Deferred Compensation Program (the “Program”), which gives non-employee directors the option to defer settlement of all of the RSUs they receive pursuant to a Converted Cash Retainer and/or an Annual Grant pursuant to the terms and conditions of the Program, our Policy and our 2019 Stock Option and Incentive Plan (the "2019 Plan") (such RSUs elected for deferral, "deferred stock units" or "DSUs"). Deferred stock units will generally be settled in shares of our common stock in a single lump sum as soon as practicable (but in no event later than 30 days) after either, as elected by the non-employee director in advance, (A) the earlier to occur of: (i) 90 days after the non-employee director ceases to serve as a member of our board and incurs a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) five years from the grant date of the equity, or (B) 90 days after the non-employee director ceases to serve as a member of our board and incurs a “separation from service” within the meaning of Section 409A of the Code.

To further align the interests of our directors and executive officers with those of our shareholders, our Board has adopted stock ownership guidelines. Under these guidelines, each director must own Phreesia stock with a value of three times the annual cash retainer for Board service. Our directors may satisfy these guidelines by ownership of shares of our common stock, RSUs and DSUs, each of which may be owned directly or indirectly by such director. Our directors are required to achieve these ownership levels within five years of the later of (i) March 21, 2023 (the date our Board adopted stock ownership guidelines) or (ii) the date of such director’s election or appointment. For a discussion of our executive officer stock ownership guidelines, refer to our Compensation Discussion and Analysis in this Proxy Statement.

Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors for the fiscal year ended January 31, 2023. Directors who also serve as employees receive no additional compensation for their service as directors. During the fiscal year ended January 31, 2023, Chaim Indig, our Chief Executive Officer, was a member of our board as well as an employee, and received no additional compensation for his services as a director. See the section titled "Executive Compensation" for more information about Mr. Indig’s compensation for the fiscal year ended January 31, 2023.


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)	Total ($)
Michael Weintraub(3)	200,000	(4)	185,000	385,000
Edward Cahill(5)	43,700		185,000	228,700
Lainie Goldstein(6)	46,200		185,000	231,200
Gillian Munson(7)	67,450		185,000	252,450
Ramin Sayar(8)	41,720		185,000	226,720
Mark Smith, M.D.(9)	56,250		185,000	241,250

_______________________

(1) The amounts reported represent the annual cash retainer amounts and committee fees earned by each of our non-employee directors during the fiscal year ended January 31, 2023 pursuant to our Policy. Mr. Cahill, Ms. Munson, and Ms. Goldstein elected to receive their annual cash Board retainer

of $37,450 in DSUs. The annual cash retainers were prorated to reflect an increase in the cash retainer amounts effective as of August 1, 2022.

(2) The amounts reported represent the aggregate grant date fair value of the RSUs granted during fiscal year ended January 31, 2023, as computed in accordance with FASB ASC Topic 718. For additional information about these awards, see note 3(w) to our audited consolidated financial statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the director upon vesting, settlement, or sale of any of the underlying shares of our common stock.

(3) As of January 31, 2023, Mr. Weintraub held options to purchase 85,692 shares of our common stock and 7,397 RSUs.

(4) Includes an additional $95,000 in cash fees awarded as a result of Mr. Weintraub’s contributions during the fiscal year ended January 31, 2023. Mr. Weintraub's annual cash fees are capped at $200,000.

(5) As of January 31, 2023, Mr. Cahill held 7,397 RSUs and 2,087 DSUs.

(6) As of January 31, 2023, Ms. Goldstein held 10,279 RSUs and 4,692 DSUs.

(7) As of January 31, 2023, Ms. Munson held options to purchase 42,096 shares of our common stock, 10,952 RSUs and 1,386 DSUs.

(8) As of January 31, 2023, Mr. Sayar held 9,503 RSUs.

(9) As of January 31, 2023, Dr. Smith held options to purchase 72,193 shares of our common stock, 7,397 RSUs and 2,605 DSUs.

PROPOSAL TWO:

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has engaged KPMG LLP (“KPMG”) as our independent registered public accounting firm to perform the audit of our financial statements, including internal controls over financial reporting, for the fiscal year ended January 31, 2024, and we are asking you and other stockholders to ratify this appointment. During the fiscal year ended January 31, 2023, KPMG served as our independent registered public accounting firm.

Although ratification of the appointment of KPMG is not required by our bylaws or otherwise, our Board and audit committee are submitting the appointment of KPMG to stockholders for ratification as a matter of good corporate governance. A majority of the votes properly cast is required in order to ratify the appointment of KPMG. In the event that a majority of the votes properly cast do not ratify this appointment of KPMG, our audit committee will reconsider whether or not to retain KPMG. Even if the appointment is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the stockholders.

We expect that a representative of KPMG will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

We have adopted a policy under which our audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. As part of its review, our audit committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board. Our audit committee has pre-approved all services performed by the independent registered public accounting firm during the fiscal years ended January 31, 2023 and 2022.

Audit Fees

The following table sets forth the fees billed or to be billed by KPMG and its affiliates for professional services rendered with respect to the fiscal years ended January 31, 2023 and 2022. All of these services were approved by our audit committee.


Fee Category	Fiscal 2023		Fiscal 2022
Audit Fees(1)	$	1,804,622		$	1,890,000
Audit-Related Fees(2)	—			—
Tax Fees(3)	317,090			621,681
All Other Fees(4)	—			141,780
Total Fees	$	2,121,712		$	2,653,461

_______________________

(1) For our fiscal years ended January 31, 2023 and 2022, Audit Fees consisted of fees for professional services provided in connection with the audit of our consolidated financial statements, including internal controls over financial reporting, reviews of our quarterly condensed consolidated financial statements and accounting consultations billed as audit services. This category also includes fees for services incurred in connection with our secondary offerings and services normally provided by KPMG in connection with statutory and regulatory filings or engagements.

(2) Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under “Audit Fees,” including accounting consultations in connection with acquisitions.

(3) Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include consultation on tax matters and assistance regarding federal, state, sales and use and international tax compliance.

(4) All Other Fees consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above, which include subscription fees paid for access to online accounting research software applications and in connection with other due diligence procedures.

Vote Required

The ratification of the appointment of KPMG as our independent registered public accounting firm requires the affirmative vote of a majority of the votes properly cast. Abstentions and broker non-votes, if any, will have no effect on this proposal. This proposal is considered to be a discretionary item, and a brokerage firm will be able to vote on this proposal even if it does not receive instructions.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2024.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The audit committee is a committee of the Board comprised solely of financially literate independent directors as required by the listing standards of the NYSE and rules and regulations of the SEC. The audit committee operates under a written charter approved by our Board, which is available on our website at https://ir.phreesia.com/about-us/governance-documents. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

With respect to our financial reporting process, our management is responsible for establishing and maintaining internal controls and preparing our financial statements. Our independent registered public accounting firm KPMG is responsible for performing an independent audit of our financial statements, including internal controls over financial reporting. It is the responsibility of the audit committee to monitor and oversee these activities as more specifically set forth in its charter. In connection with these responsibilities, the audit committee has:

1. reviewed and discussed the consolidated audited financial statements with management and KPMG;

2. discussed with KPMG the matters required to be discussed by the statement on Auditing Standards No. 1301, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), and as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and by the SEC; and

3. received the written disclosures and the report from KPMG required by applicable requirements of the PCAOB regarding KPMG's communications with the audit committee concerning independence and has discussed with KPMG its independence from us.

Based on the audit committee’s review and discussions with management and KPMG, the audit committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2023 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the Board:

Gillian Munson

Lainie Goldstein

Mark Smith, M.D.

The information contained in this audit committee report shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act. No portion of this audit committee report shall be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that we specifically incorporate this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

PROPOSAL THREE:

NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers for our fiscal year ended January 31, 2023 as disclosed in this Proxy Statement, in accordance with the requirements of Section 14A of the Exchange Act. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that follow for additional details about our executive compensation program, including information about the compensation of our named executive officers.

This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Our Board and our compensation committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

At our 2022 annual meeting of stockholders, our stockholders voted on a proposal regarding the frequency of holding a non-binding, advisory vote on the compensation of our named executive officers. More than 95% of the votes cast on the frequency proposal were cast in favor of holding a non-binding, advisory vote on the compensation of our named executive officers annually, which was consistent with the recommendation of our Board. Our Board considered the voting results with respect to the frequency proposal and other factors, and the Board currently intends for the Company to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the next required advisory vote on the frequency of holding the non-binding, advisory vote on the compensation of our named executive officers, which will occur at the 2027 annual meeting of stockholders.

Accordingly, we are asking our stockholders to vote “FOR” the following resolution:

RESOLVED, that the stockholders hereby approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders, pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, the compensation tables and the narrative discussions that accompany the compensation tables.

Vote Required

The approval of this non-binding, advisory proposal requires the affirmative vote of a majority of the votes properly cast. Abstentions and broker non-votes will have no effect on this proposal.

As an advisory vote, the outcome of the vote on this proposal is not binding. However, our management team, our Board and our compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by our stockholders, whether through this vote or otherwise, and will consider the outcome of this vote when making future executive compensation decisions.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers, including their ages, as of May 17, 2023:

Name

Age

Positions

Chaim Indig

Chief Executive Officer and Director

Balaji Gandhi

Chief Financial Officer

Evan Roberts

Chief Operating Officer

Allison Hoffman

General Counsel and Secretary

David Linetsky

Senior Vice President, Life Sciences

Amy Beth VanDuyn

Senior Vice President, Human Resources

Michael Davidoff

Senior Vice President, Payer Solutions

Executive Officers

Please refer to “Proposal One: Election of Directors” for Mr. Indig’s biography.

Balaji Gandhi has served as our Chief Financial Officer since March 2023. Prior to that, he served as our SVP, Investor Relations since February 2021, and he previously served as Vice President, Investor Relations from July 2019 to January 2021. From July 2017 until June 2019, Mr. Gandhi served as Chief Financial Officer of Madaket Inc., a cloud-based healthcare software-as-a-service company. Mr. Gandhi received his bachelor’s degree from the University of Rochester and received his Master of Health Services Administration, Health Policy Analysis from The George Washington University.

Evan Roberts has served as our Chief Operating Officer since January 2019. Mr. Roberts previously served as Vice President of Customer Solutions from January 2012 until January 2019, and as our Chief Technology Officer from inception in January 2005 until January 2012. Mr. Roberts received his B.S. degree in Computer Engineering from Tufts University.

Allison Hoffman has served as our General Counsel and Secretary since August 2020. Prior to joining Phreesia, Ms. Hoffman served as Chief Legal and Administrative Officer with Intersection Parent, Inc. from January 2016 until August 2020. Ms. Hoffman received a B.A. in Psychology and a B.S. in Economics from the University of Pennsylvania and a Juris Doctor from the University of Chicago Law School.

David Linetsky has served as our Senior Vice President, Life Sciences since March 2019. He previously served as our Vice President, Analytics and Insights from July 2018 to March 2019, our Vice President, Finance and Analytics from January 2015 to July 2018, our Director of Analytics from January 2013 to December 2014 and our Senior Mathematician from 2008 to 2012. Prior to 2008, Mr. Linetsky served as an intern and consultant to Phreesia from 2005 to 2008. Mr. Linetsky received his B.S. degree in Mathematics from the University of Alberta and his M.Phil. degree in Mathematics and Logic from the Graduate Center of the City University of New York where he was also a Ph.D. candidate in Mathematics and Logic.

Amy Beth VanDuyn has served as our Senior Vice President of Human Resources since March 2019. She previously served as our Vice President of Human Resources from April 2010 until March 2019. Ms. VanDuyn received her B.A. degree in Hospitality Business from Michigan State University.

Michael Davidoff has served as our Senior Vice President, Payer Solutions since February 2022. Mr. Davidoff previously served as our Senior Vice President of Marketing and Business Development from January 2019 until January 2022; Vice President of Marketing and Business Development from March 2014 until December 2018, Vice President, Corporate Business Development from January 2014 until February 2015; Vice President of Financial Products from June 2010 until December 2013; and Director/Senior Manager of Product Marketing from February 2008 until May 2010. Mr. Davidoff received his B.S.

in Biophysics from Boston College and his M.P.H. in Policy and Administration from the University of Minnesota.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation program and the decisions during the fiscal year ended January 31, 2023 ("fiscal 2023") regarding the compensation for:

•Chaim Indig, our Chief Executive Officer;

•Randy Rasmussen, our former Chief Financial Officer (until March 2023);

•Evan Roberts, our Chief Operating Officer;

•David Linetsky, our Senior Vice President, Life Sciences; and

•Michael Davidoff, our Senior Vice President, Payer Solutions.

We refer to these executive officers collectively in this Compensation Discussion and Analysis and the accompanying compensation tables as the “named executive officers” or "NEOs."

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each element of compensation that we provide. In addition, we explain how and why our compensation committee arrived at the specific compensation policies and decisions involving our NEOs during fiscal 2023.

This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation plans and arrangements. The actual compensation plans and arrangements that we adopt may differ materially from currently anticipated plans and arrangements as summarized in this Compensation Discussion and Analysis.

Executive Summary

We are a leading provider of comprehensive software solutions that improve the operational and financial performance of healthcare organizations by activating patients in their care to optimize patient health outcomes. Through our SaaS-based technology platform, which we refer to as the Phreesia Platform or our Platform, we offer healthcare services clients a robust suite of integrated solutions that manage patient access, registration and payments. Our Platform also provides life sciences companies, health plans and other payer organizations (payers), patient advocacy, public interest and other not-for-profit organizations with a channel for direct communication with patients.

Our compensation programs are designed to:

•attract, motivate, incentivize and retain employees at the executive level who contribute to our long-term success;

•provide compensation packages to our executives that are fair and competitive, reward high performance and the achievement of our business objectives and effectively align their interests with those of our stockholders; and

•effectively align our executives' interests with those of our stockholders by focusing on long-term equity incentives (both time-based and performance-based) that correlate with the growth of sustainable long-term value for our stockholders.

Our executive compensation program is designed to be competitive and appropriately balance our goals of attracting, motivating, incentivizing, and retaining our executive officers. The program is structured to support our culture of accountability and fiscal responsibility and is results-driven. To align our executive officers’ interests with those of our stockholders and to motivate and reward individual initiative and effort, a substantial portion of each executive officer’s target annual total direct compensation opportunity is “at-risk,” meaning the amounts paid to each executive officer will vary based on our Company performance and their contributions to that performance.

We emphasize performance-based compensation (i) that rewards our executive officers for delivering financial, operational, and strategic results relative to pre-established annual goals through our cash bonus plan and (ii) that rewards our executive officers based on our total shareholder return (“TSR”) performance relative to the Russell 3000 index through awards of relative TSR performance stock units (“PSUs”).

To help retain our executive team, we also grant our executive officers equity awards using service-based vesting restricted stock units (“RSUs”) with a four-year vesting schedule.

We evaluate our executive compensation philosophy and executive compensation program, including design and competitiveness, at least annually and as circumstances require. We also consider the results of our annual non-binding, advisory vote on the compensation of our NEOs ("say-on-pay") and shareholder feedback. At our 2022 annual meeting, our say-on-pay proposal received 95% of votes cast. Given these positive results, we did not make any changes to our executive compensation program or policies directly as a result of this vote.

Fiscal Year 2023 Business Highlights

•Revenue was $280.9 million in fiscal year 2023, up 32% year-over-year.

•Average number of healthcare services clients ("AHSCs") were 2,856 in fiscal year 2023, up 38% year-over-year.

•Healthcare services revenue per AHSC1 was $72,599 in fiscal year 2023, down 6% year-over-year.

•Total revenue per AHSC was $98,358 in fiscal year 2023, down 4% year-over-year.

•Net loss was $176.1 million in fiscal year 2023, as compared to $118.2 million in fiscal year 2022.

•Adjusted EBITDA was negative $92.5 million in fiscal 2023, as compared to negative $59.0 million in fiscal 2022, as investments in our growth were accelerated in accordance with our plan for fiscal 2023.

•Cash and cash equivalents as of January 31, 2023 was $176.7 million, down from $313.8 million as of January 31, 2022.

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including Adjusted EBITDA. For a full reconciliation of our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, please see the “Non-GAAP Financial Measures” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Annual Report and Exhibits 99.1 and 99.2 to our Current Report on Form 8-K filed with the SEC on March 22, 2023.

Highlights of Fiscal 2023 Executive Compensation Program

Consistent with our performance and compensation objectives for fiscal 2023, our compensation committee took the following key actions relating to the compensation of our NEOs for fiscal 2023:

Base Salary – Approved changes to annual base salaries at the start of fiscal 2023 that ranged from a 0% increase for our Chief Executive Officer to 6.7% to 7.7% increases for our other NEOs. We believe these moderate increases for our non-chief executive NEOs are generally consistent with the market median, although we do not maintain a formal target market position. Additionally, for fiscal 2024, we have decided not to increase the base salary for our Chief Executive Officer and the other NEOs.

1 During the three months ended January 31, 2023, we relabeled our key metric “Average revenue per healthcare services client” to “Healthcare services revenue per AHSC”. We did not make any changes to the calculation of this metric in connection with relabeling this metric, and we have not changed any previously reported amounts.

Bonus Plan – The bonus plan payout was formulaic according the achievement of pre-established bonus plan objectives for the first half of the year (30% weighting) and the full fiscal year (70% weighting). The Company awarded an 89.7% payout for the 30% bonus paid out for the first half of fiscal year 2023 and then awarded a 106% payout for the 70% full fiscal 2023 bonus paid out for the second half of fiscal 2023, resulting in a 101.1% weighted average payout for the full fiscal year 2023 bonus. This was the formulaic outcome based on performance against the pre-existing bonus goals, including our strong revenue growth of 32% year-over-year. There were no discretionary adjustments made to variable bonus payments by our compensation committee. The fiscal 2023 bonus plan included an option at the start of the year to elect that the bonus be paid out in fully vested RSUs with a 15% premium due to the lack of liquidity and market risk in the RSUs. Bonus RSUs paid to our Chief Executive Officer and our Chief Operating Officer are subject to a one-year holding period before they can be sold.

Target equity grant value reduced – Our officers are granted a mix of RSUs with four-year annual installment vesting and three-year relative TSR PSUs that cliff vest after the three-year performance period is completed based on performance against the Russell 3000 index. Our Chief Executive Officer was granted half of his target equity value in the form of PSUs. The RSU vesting schedule in fiscal 2023 was lengthened from quarterly vesting over four years to annual vesting over four years as a means of increasing its retentive value. The target equity value from RSUs and PSUs earned for target performance that was provided to each of our NEOs was lower in fiscal 2023, averaging a 20% reduction, with our Chief Executive Officer's target equity grant value reduced by 23%. These reduced target equity grants values were below the median relative to our peers.

Total Direct Compensation – Reduced the target total direct compensation for each of our NEOs compared to their target total direct compensation in fiscal 2022 by 20% for our Chief Executive Officer and between 3% and 14% for our other NEOs, with an average reduction in target total compensation of approximately 15% for our NEOs. Total direct compensation was below the median for our peer group for all of our NEOs, including our Chief Executive Officer, in fiscal 2023. This reduction and resulting below-median target total compensation position reflects our compensation committee's decision to decrease total direct compensation to reflect the performance of our stock price over the past two fiscal years.

Fiscal 2023 Executive Compensation Policies and Practices

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles. Listed below are highlights of our fiscal 2023 compensation policies and practices.


What we do						What we do not do
☑ Align executive compensation with performance						☒ No tax gross-ups on severance or change in control benefits

☑ Use equity-based compensation to deliver a majority of the total compensation of our executive officers to further align their interests with those of our stockholders						☒ No guaranteed bonuses or base salary increases

☑ Grant PSUs that are based on three-year TSR performance relative to substitute investments						☒ No post-termination retirement, pension or deferred compensation benefits

☑ Use “at risk” compensation, in the form of cash bonus and PSUs to align our executive officers’ interests with the interests of our stockholders						☒ No strict benchmarking of compensation to a specific percentile

☑ Maintain a compensation committee consisting solely of independent directors with extensive relevant experience						☒ No hedging or pledging of securities by any employees or directors

☑ Conduct an annual review of our executive compensation strategy, competitiveness and peer group						☒ No perquisites, health, or other benefits, other than those that are generally available to our employees

☑ Retain an independent compensation consultant who reports directly to our compensation committee
☑ Maintain robust stock ownership guidelines for our directors and executive officers

Role of the Compensation Committee

Our compensation committee is responsible for the compensation programs for our executive officers and reports to our Board on its discussions, decisions, and other actions. These responsibilities include setting executive officer base salaries, annual cash bonus opportunities, target equity compensation, employment offers (including post-employment compensation arrangements), severance arrangements, and other compensation, perquisites, and other personal benefits, if any. The compensation committee’s review of the salary levels, annual cash bonus opportunities, and target long-term incentive compensation opportunities of our executive officers generally occurs in the third or fourth fiscal quarter.

Our Chief Executive Officer makes compensation recommendations to our compensation committee for each of our executive officers, other than with respect to his own compensation. These recommendations cover each executive officer’s total target direct compensation, consisting of base salary and short-term and long-term compensation, including equity incentives. In making these recommendations, our Chief Executive Officer considers a variety of factors, including our results, the executive officer’s individual contribution toward these results, the executive officer’s role and performance of such executive officer's duties and the executive officer's achievement of individual goals, as well as the relative compensation among other officers. Our compensation committee reviews the recommendations of our Chief Executive Officer and other data, including publicly-available data of our peer group. Our compensation committee then determines the target total direct compensation, and each element thereof, for each of our executive officers other than our Chief Executive Officer, and recommends our Chief Executive Officer's total direct compensation to the independent members of our Board. While our Chief Executive Officer attends certain meetings of our compensation committee, our compensation committee meets outside the presence of our Chief Executive Officer when discussing his compensation and when discussing certain other matters as well.

Role of the Compensation Consultant

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In the fiscal year ended January 31, 2023, the compensation committee continued to retain FW Cook, Inc. ("FW Cook") to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. The compensation committee engaged FW Cook to, among other things, assist in developing a group of peer companies to help us determine overall compensation for our executive officers, as well as to assess each separate element of compensation. The goal was to ensure that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and aligned with our business and executive talent requirements while being appropriate relative to our peer group.

We do not believe the retention of, and the work performed by, FW Cook creates any conflict of interest, because FW Cook performs no other work for the Company besides advising the compensation committee.

Competitive Position

The compensation committee reviews and considers the compensation levels and practices of a group of comparable healthcare IT and SaaS companies. The companies in this compensation peer group were selected based on their similarity to us in characteristics such as market capitalization, size, shareholder return and industry focus.

In April 2022, with the assistance of FW Cook, the compensation committee developed a compensation peer group to reflect our key financial attributes and recognize our business focus. For fiscal 2023, the executive compensation peer group consisted of the companies identified below, as recommended by FW Cook and approved by the compensation committee. The companies in this executive compensation peer group were selected because they had similar business models and average market capitalization compared to us during the prior year.

The primary criteria for our peers were that they are in software industry and their market capitalization. We focused on market capitalization as it drives grant values and because revenue and earnings lag for several years in a subscription-based, high growth company like ours. The compensation committee viewed the peer group as generally reflecting both our labor market and size at the time the peer group was approved.

Everbridge

Qualys*

Accolade*

Health Catalyst

Rapid7

Bandwidth

New Relic*

SPS Commerce

Blackbaud

PagerDuty

Sumo Logic*

E2open*

PROS Holdings*

SVMK

Workiva

*Added to our peer group for fiscal 2023.

We added the indicated companies to the peer group for fiscal 2023 to help ensure a robust and well-balanced group given the removal of one now privately-held peer and three other peers. We removed Cloudera from our peer group because it was taken private. Additionally, we removed Chegg, Paylocity and Yext from the peer group as they did not meet one or more of the criteria discussed above. Market data from the peer group was used as a reference point for the compensation committee to assess our current compensation levels in its deliberations on compensation forms and amounts.

The compensation committee reviews our compensation peer group annually and may make adjustments to its composition, considering changes in both our business and the businesses of the companies in the peer group.

Elements of our Executive Compensation Program

Base Salaries

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our NEOs. We establish the initial base salaries of our executive officers through arm’s-length negotiation when we hire the individual executive officer, considering the relevant position, qualifications, experience, and the base salaries of our other executive officers. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

In November 2021, the compensation committee reviewed the base salaries of our executive officers considering a market analysis prepared by FW Cook, the recommendations of our management team, and the other factors like the stock price reduction described above. The compensation committee does not benchmark base salary to any specific percentile, but it generally reviews the market median when considering salary changes. Our Chief Executive Officer's fiscal 2023 base salary was kept the same as his fiscal 2022 base salary, and our other NEOs received modest increases in base salary between 6.7% and 7.7%.

The base salaries of our NEOs following the fiscal 2023 increase approved by our compensation committee in November 2021 were as follows:

Base Salaries


Named Executive Officer	Fiscal 2022 Base Salary ($)		Fiscal 2023 Base Salary ($)		Increase from Fiscal 2022 (%)
Chaim Indig		515,000		515,000	—	%
Randy Rasmussen		375,000		400,000	6.7	%
Michael Davidoff		325,000		350,000	7.7	%
Evan Roberts		375,000		400,000	6.7	%
David Linetsky		375,000		400,000	6.7	%

The compensation committee also reviewed salaries in January 2023 for fiscal 2024 and did not make any adjustments to any of our NEOs' base salaries, including that of our Chief Executive Officer whose salary has not been increased in the past two pay cycles.

Cash Incentive Bonuses

Our executive officers, including our NEOs, are eligible for bonuses pursuant to our Senior Executive Cash Incentive Bonus Plan, which provides for a bi-annual bonus payout based upon achievement of predetermined Company performance targets, including revenue, adjusted free cash flow2, AHSCs, and healthcare services revenue per AHSC. 30% of the bonus is based on results for the first half of our fiscal year and the remaining 70% is based on results for the full fiscal year. The full fiscal year has a higher weighting than the first fiscal half because the compensation committee believes that annual results make a bigger difference in driving long-term stock price performance.

Each named executive officer was assigned a target annual cash incentive compensation opportunity under our Senior Executive Cash Incentive Bonus Plan, which was calculated as a percentage of annual base salary for fiscal 2023. In November 2021 and 2022, the compensation committee reviewed the target annual cash incentive compensation opportunities of our executive officers. The compensation

2 Adjusted free cash flow is defined as the sum of (1) net cash used in operating activities; (2) capitalized internal-use

software; (3) purchase of property and equipment and (4) property and equipment acquired through finance leases

or vendor financing as reported in the statements of cash flows.

committee generally references the median within our peer group when assessing and making determinations of target annual cash opportunities (base salary plus target bonus) for our executive officers. The compensation committee determined the target annual cash incentive compensation opportunities for Mr. Indig should remain at 100% of his fiscal 2023 annual base salary and that the target annual cash incentive compensation opportunities for Messrs. Rasmussen, Roberts, Linetsky and Davidoff should be 75%, 75%, 75% and 71%, respectively, of their fiscal 2023 annual base salaries.

Target Performance-Based Incentives for Fiscal 2023


Named Executive Officer	Base Salary ($)	Target Performance-Based Incentive as Percent of Base Salary		Target Performance-Based Incentive Under the Bonus Plan ($)
Chaim Indig	515,000		100%		515,000
Randy Rasmussen	400,000		75%		300,000
Michael Davidoff	350,000		71%		250,000
Evan Roberts	400,000		75%		300,000
David Linetsky	400,000		75%		300,000

Fiscal 2023 Incentive Bonus Plan Design

The compensation committee approved the Senior Executive Cash Incentive Bonus Plan performance measures, the related target levels and the payment percentages for each of the performance measures for the two halves of the fiscal 2023 bonus plan in April 2022 (30% weighting for the first fiscal half performance and 70% weighting for the full fiscal year performance). The performance measures for our Senior Executive Cash Incentive Bonus Plan were based entirely on our corporate achievement against four corporate performance measures for our business: revenue (25% weighting), adjusted free cash flow (25% weighting), AHSCs (25% weighting) and healthcare services revenue per AHSC (25% weighting). These performance measures (and their relative weighting) are designed to balance profitability and efficiency with growth. These performance measures, target values, and their weighting were determined in April 2022 by our compensation committee, and bonuses for the first half of and full fiscal year 2023 were calculated based on adherence to this preestablished formulaic approach with no discretionary adjustments from our compensation committee.

The goals for each of these performance measures were reviewed and approved by our compensation committee, with input from our management. These goals were set to be achievable through diligent effort, and to reward strong management performance in light of our strategic objectives and industry and economic conditions and trends at the time the target levels were set. Our performance measures are defined as follows:

Revenue means GAAP revenue reported in our statements of operations.

Adjusted free cash flow means the sum of (1) net cash used in operating activities; (2) capitalized internal-use software; (3) purchase of property and equipment and (4) property and equipment acquired through finance leases or vendor financing as reported in the statements of cash flows.

AHSCs means the average number of healthcare services clients that generate subscription and related services or payment processing revenue each month during the applicable period. In cases where the Company acts as a subcontractor providing white-label services to its partner's clients, the Company treats the contractual relationship as a single healthcare services client.

Healthcare services revenue per AHSC means the sum of subscription and related services and payment processing revenue. We define Healthcare services revenue per AHSC as Healthcare services revenue in a given period divided by AHSCs during that same period.

The target levels required for 100% achievement for the corporate performance measures under our Senior Executive Cash Incentive Bonus Plan for the first half of fiscal 2023 were $132.3 million for

revenue, negative $92.80 million for adjusted free cash flow, 2,633 for AHSCs and $38,524 for healthcare services revenue per AHSC. The target levels required for 100% achievement for the corporate performance measures under our Senior Executive Cash Incentive Bonus Plan for the full fiscal 2023 were $277.0 million for revenue, negative $154.30 million for adjusted free cash flow, 2,855 for AHSCs and $72,385 for healthcare services revenue per AHSC. The adjusted free cash flow goals underlying the first half and full fiscal 2023 bonus plan targets were lower than the same periods in the prior fiscal year because we anticipated there would be accelerated costs associated with investments for growth planned in fiscal 2023, as discussed in our Annual Report. The fiscal 2023 healthcare services revenue per AHSC goal was also lower than fiscal 2022 because we anticipated increasing our AHSCs at a faster pace than our payment processing revenue per AHSC. Our compensation committee determined that we should not penalize our employees for decreases that were related to our planned long-term growth strategy as we made investments to scale the business. Our NEOs were eligible for annual incentive compensation payouts for full fiscal 2023 only if we met or exceeded 95% of the revenue goal, 100% of the adjusted free cash flow goal, 95% of the AHSCs goal and 95% of the healthcare services revenue per AHSC goal. The compensation committee set high thresholds between 95%-100% to ensure that incentive payments would only follow significant achievement. Revenue achievement of 105% of the revenue goal, AHSCs goal and healthcare services revenue per AHSC goal each result in a maximum payout of 166.7%. Total payouts were capped for each measure at 166.7% of the target annual cash incentive opportunity to manage potential incentive compensation costs and manage risk-taking incentive. The payout for our adjusted free cash flow target was capped at 100%.

In August 2021, we determined that it would be beneficial to us from a financial perspective to conserve cash by providing all employees that participate in the Senior Executive Cash Incentive Plan, including our NEOs, with the ability to be paid 0%, 50% or 100% of their earned cash incentive bonus in the form of fully-vested RSUs. The portion paid in RSUs is paid out at a 15% premium to recognize additional stockholder and liquidity risk. It is not a significantly different premium than the Company would pay to an outsider for equity financing, which is comparable to what is happening when employees are paid in stock rather than cash. Further, bonus RSUs granted to our Chief Executive Officer and to our Chief Operating Officer are subject to a one-year holding period requirement after the reduction of the initial grant amount for any shares withheld to cover applicable taxes.

Performance in Fiscal 2023 and Resulting Bonus Payouts

Our compensation committee assessed performance and determined payouts under our Senior Executive Cash Incentive Bonus Plan measuring actual performance against the pre-established target levels for the performance period. For the first half of fiscal 2023, which had a 30% weighting in the overall bonus payment, we exceeded our target performance levels for two of the four equally weighted performance measures (adjusted free cash flow and AHSCs) and the resulting total bonus funding percentage for all four first half goals was 89.7%.

Target Bonuses Funded in the First Fiscal Half of 2023



Performance Measure	Goal ($ in thousands except avg revenue per healthcare services client)		Result ($ in thousands except avg revenue per healthcare services client)		Actual Achievement of Goal (%)	Payout Based on Plan (%)
Revenue	$	132,334	$	131,221	99.2%	88.8%
Adjusted free cash flow	$	(92,800)	$	(54,500)	141.3%	100.0%
AHSCs	2,633		2,651		100.7%	108.9%
Healthcare services revenue per AHSC	$	38,524	$	37,397	97.1%	61.0%

For the full fiscal year 2023, which has a 70% weighting in the overall bonus payment, we exceeded the target performance levels under the Senior Executive Cash Incentive Bonus Plan for all of the four equally weighted performance measures, and the resulting total funding percentage for all four goals was 106%.

Target Bonuses Funded in the Second Half of Fiscal 2023



Performance Measure	Target ($ in thousands except avg revenue per healthcare services client)		Result ($ in thousands except avg revenue per healthcare services client)		Actual Achievement of Target (%)	Payout Based on Plan (%)
Revenue	$	277,000	$	280,910	101.4%	118.8%
Adjusted free cash flow	$	(154,300)	$	(116,852)	124.7%	100.0%
AHSCs	2,855		2,856		100.0%	100.5%
Healthcare services revenue per AHSC	$	72,385	$	72,599	100.3%	104.0%

The overall payout for fiscal 2023, inclusive of the 89.7% for the first half fiscal 2023 payout (which has a 30% weighting), was 101.1%. The total payouts to our NEOs under the Senior Executive Cash Incentive Bonus Plan in fiscal 2023 who elected fully vested RSUs were paid at a 15% premium. Awards were as follows:


Named Executive Officer	Fiscal 2023 Target Annual Performance-Based Incentive Compensation Opportunity ($)	Actual Weighted Fiscal 2023 Incentive Earned at 101.1% Target Opportunity ($)	Fiscal 2023 Actual Performance-Based Incentive Compensation Paid as Cash ($)	Fiscal 2023 Actual Performance-Based Incentive Compensation Paid as Equity ($)
Chaim Indig (1)	515,000	520,665	—	599,105
Randy Rasmussen (1)	300,000	303,300	—

SEC Form DEF 14A filed by Phreesia Inc.