DEF 14A of Phreesia, Inc., May 17, 2023

DEF 14A of Phreesia, Inc.

Filed May 17, 2023 · FY20230001412408-23-000055

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Information Regarding Director Nominees and Continuing Directors

    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:

  3. Information Regarding Director Nominees and Continuing Directors

    | | 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 | — |

  4. Information Regarding Director Nominees and Continuing Directors

    _______________________ (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.

  5. Director Nominees

    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.

  6. Continuing Directors

    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.

  7. Continuing 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 | X | X | | X | X | X | M | White | 4 years | | Ed Cahill | | X | X | X | X | | M | White | 4 years | | Lainie Goldstein | X | | | X | X | X | F | White | 2 years | | Gillian Munson | X | X | X | X | X | X | F | White | 3 years | | Ramin Sayar | X | | X | X | | X | M | Asian and Middle Eastern | 1 year | | Mark Smith | | X | X | X | | | M | African American or Black | 4 years |

  8. Identifying and Evaluating Director Nominees

    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.

  9. Non-Employee Director Compensation

    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:

  10. Non-Employee Director Compensation

    | 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 |

  11. Non-Employee Director Compensation

    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.

  12. Non-Employee Director Compensation Table

    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.

  13. Non-Employee Director Compensation Table

    | 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 |

  14. Non-Employee Director Compensation Table

    (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:

  15. Executive Summary

    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.

  16. Highlights of Fiscal 2023 Executive Compensation Program

    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.

  17. Fiscal 2023 Executive 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 | |

  18. Role of the Compensation Committee

    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.

  19. Role of the Compensation Consultant

    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.

  20. Competitive Position

    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.

  21. Competitive Position

    *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.

  22. Cash Incentive Bonuses

    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.

  23. Fiscal 2023 Incentive Bonus Plan Design

    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.

  24. Performance in Fiscal 2023 and Resulting Bonus Payouts

    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%.

  25. Target Bonuses Funded in the First Fiscal Half of 2023

    Target Bonuses Funded in the First Fiscal Half of 2023

  26. 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% |

  27. Target Bonuses Funded in the First Fiscal Half of 2023

    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%.

  28. Target Bonuses Funded in the Second Half of Fiscal 2023

    Target Bonuses Funded in the Second Half of Fiscal 2023

  29. 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% |

  30. Target Bonuses Funded in the Second Half of Fiscal 2023

    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:

  31. Target Bonuses Funded in the Second Half of Fiscal 2023

    | 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 | — | 348,993 | | Michael Davidoff (1) | 250,000 | 252,750 | — | 290,828 | | Evan Roberts (1) | 300,000 | 303,300 | — | 348,993 | | David Linetsky (2) | 300,000 | 303,300 | 151,645 | 174,497 |

  32. Target Bonuses Funded in the Second Half of Fiscal 2023

    _______________________ (1)At the beginning of fiscal year 2023, each of our NEOs, except Mr. Linetsky, elected to receive 100% of their cash bonuses in fully-vested RSUs so actual awards were paid with a 15% premium applied to the earned cash bonus amount. This ability to convert cash bonus to RSUs was offered to all of our bonus eligible employees. Our Chief Executive Officer and our Chief Operating Officer are required to hold their vested bonus shares (after any tax withholding) for at least one year after the grant date. (2)At the beginning of fiscal year 2023, Mr. Linetsky elected to receive 50% of his cash bonus in fully-vested RSUs so actual awards were paid with a 15% premium applied to the earned cash bonus amount. This ability to convert cash bonus to RSUs was offered to all of our bonus eligible employees.

  33. Equity Compensation

    Equity Compensation Our equity grant program is intended to align the interests of our NEOs with those of our stockholders and to motivate them to make important contributions to our performance. Equity grants with a time-based vesting feature are awarded to promote executive retention, while performance equity provides a return for outperforming alternative investments that could have been made by our stockholders. During the fiscal year ended January 31, 2023, we granted RSUs and PSUs to our NEOs. The time-vested RSUs vest 25% per year over four years, while the PSUs cliff vest three years after the grant to the extent they are earned for relative TSR performance. In fiscal 2023, we granted PSUs as part of our annual equity award program for our executive officers. Our Chief Executive Officer was granted target PSUs for 50% of his target annual equity value. We believe that PSUs further align the interests of our executive officers and our shareholders by providing our executive officers with exposure to stock price movements, and that PSUs have the potential to reward performance for shareholders. Each PSU cliff vests three years from the grant date if the performance condition is met. The PSUs are paid at target if three-year TSR performance is at the 60th percentile relative to the constituents of the Russell 3000 stock index using the price on the date of grant and the 20 trading-day volume weighted average price at the end of the three-year performance period for both the index and Phreesia in order to neutralize the effect of daily price volatility on the final outcome. Awards may be earned between 0% and 220% of target as described in the following table; however, there is no ability to earn awards above the target level if three-year relative TSR is negative.

  34. Equity Compensation

    | Earn out (% Target) | Relative TSR | | 220.0% | 90P | | 180% | 80P | | 140% | 70P | | 100.0% | 60P | | 95.0% | 50P | | 75% | 40P | | 55% | 30P | | 35% | 20P | | •Linear interpolation between percentiles shown. | | | •Capped at target if TSR is negative but above 60P. | |

  35. Equity Compensation

    PSUs are determined based on their target value by the compensation committee (i.e., shares earned if the relative TSR is exactly at the 60th percentile multiplied by the stock price at the time of grant) and the amount reported in the Summary Compensation Table is estimated using a Monte Carlo Simulation model. We believe that PSUs further align our executive officers’ interests with those of our shareholders in order to create shareholder value, both based on the performance of the underlying business, and based on share price performance. The equity award values approved by the compensation committee for grants to the NEOs under our 2019 Plan were:

  36. Equity Compensation

    | Named Executive Officer | Target PSU Value ($ in thousands) (1) | RSU Value ($ in thousands) | Target Equity Award Value ($ in thousands) | | Chaim Indig | 2,500 | 2,500 | 5,000 | | Randy Rasmussen | 1,000 | 1,600 | 2,600 | | Michael Davidoff | 675 | 1,125 | 1,800 | | Evan Roberts | 1,000 | 1,600 | 2,600 | | David Linetsky | 1,000 | 1,600 | 2,600 |

  37. Equity Compensation

    | (1) Value of target PSU awards is number of awards earned for target performance multiplied by the ending Phreesia stock price as of the date of grant. |

  38. Equity Compensation

    In fiscal 2023, our compensation committee reduced all of our NEOs' target annual long-term incentive award grants, which consist of PSUs and RSUs, to reflect reductions in our stock price over the past two fiscal years. In addition, the compensation committee set target annual long-term incentive awards below the median of our peer group for fiscal 2023.

  39. Target Annual Long-Term Incentive Awards1

    Target Annual Long-Term Incentive Awards1

  40. Target Annual Long-Term Incentive Awards1

    | Named Executive Officer | Fiscal Year 2022 Target Annual Long-Term Incentive Award ($ in thousands) | Fiscal Year 2023 Target Annual Long-Term Incentive Award ($ in thousands) | Reduction (%) | | Chaim Indig | 6,500 | 5,000 | -23% | | Randy Rasmussen | 3,200 | 2,600 | -19% | | Michael Davidoff | 2,100 | 1,800 | -14% | | Evan Roberts | 3,200 | 2,600 | -19% | | David Linetsky | 3,200 | 2,600 | -19% |

  41. Target Annual Long-Term Incentive Awards1

    (1) Target Annual Long-Term Incentive Awards are defined as the total target value of PSUs and RSUs as determined by the compensation committee.

  42. Target Total Direct Compensation

    (1) Target Annual Long-Term Incentive Awards are defined as the total target value of PSUs and RSUs as determined by the compensation committee. As with our other elements of compensation, the compensation committee assesses and determines the amount of equity compensation for our executive officers as part of its annual compensation review and after considering context from a competitive market analysis prepared by FW Cook, the recommendations of our Chief Executive Officer (except with respect to his own long-term incentive compensation), the outstanding equity holdings of each executive officer, the relative level of each officer within our leadership structure, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”), and the total potential dilution to stockholders (our “overhang”) in relation to the companies in our compensation peer group. Our compensation committee has also adopted an “Equity Award Grant Policy.” Under this policy, we generally grant equity awards on a regularly scheduled basis to enhance the effectiveness of our internal control over our equity award grant process. Pursuant to the Equity Award Grant Policy, our compensation committee has delegated certain limited authority to an equity committee, made up of our Chief Executive Officer, Chief Financial Officer and Senior Vice President, Human Resources to grant routine new hire or promotion equity awards to employees within equity guidelines reviewed and approved from time to time by our compensation committee and subject to other limitations and requirements. The equity committee may not grant equity awards to its members, to employees who are subject to the reporting and other provisions of Section 16 of the Exchange Act, or to employees that report to our Chief Executive Officer. Grants of equity awards are generally made monthly and will be effective on the date such grant is approved by our compensation committee or equity committee, as applicable.

  43. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceed certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

  44. Executive Change of Control and Severance Benefits

    Executive Change of Control and Severance Benefits Each of our NEOs’ employment agreements provides that, in the event the executive’s employment is terminated by us without “cause” (as defined in the agreement) outside of a “change in control” (as defined in the agreement) or if the executive terminates employment for “good reason” (as defined in the agreement), then subject to the execution and effectiveness of a separation agreement and a general release of claims in our favor, the executive is entitled to receive (i) continuation of the executive’s base salary for 12 months (18 months for Mr. Indig) and the executive’s pro-rated bonus for the year of termination based on actual performance, (ii) acceleration of all unvested time-based stock options and stock-based awards (“Time-Based Equity Awards”) that would vest in the 12-month period following the date of termination (18 months for Mr. Indig), and (iii) subject to the executive’s co-payment of premium amounts at the applicable active employee’s rate and the executive’s proper election to receive benefits under COBRA, a monthly payment equal to the monthly employer contribution that we would have made to provide health insurance to the executive if the executive had remained employed by us until the earlier of 12 months (18 months for Mr. Indig) following the date of termination, the executive’s eligibility for group medical plan benefits under another employer’s group medical plan, or the executive’s continuation rights under COBRA terminates. Each of our NEOs’ employment agreements provides that 50% of each executive’s Time-Based Equity Awards will accelerate and become exercisable upon a Change in Control (as defined in the agreement), and the remaining unvested Time-Based Equity Awards will accelerate and become exercisable on the first anniversary of the Change in Control, subject to the executive’s continued service through such date. In addition, if the executive is terminated within 24 months following a Change in Control, all remaining Time-Based Equity Awards will accelerate and become exercisable upon termination and, in lieu of the severance payments and benefits described in the preceding paragraph, (i) Mr. Indig will be entitled to receive (A) two times the sum of his base salary and target bonus for the then-current year, (B) a prorated target bonus for the year in which termination occurs and (C) subject to his election to receive COBRA benefits and his co-payment of premiums amounts at the active employee rate, up to 18 months of COBRA benefits, and (ii) each of Messrs. Rasmussen, Roberts, Linetsky, and Davidoff will be entitled to receive (A) one and one-half times the sum of their respective base salary and target bonus for the then-current year, (B) a prorated target bonus for the year in which termination occurs and (C) subject to election to receive COBRA benefits and co-payment of premiums amounts at the active employee rate, up to 18 months of COBRA benefits. The receipt of such payments and benefits are all subject to execution and non-revocation by the executive of a separation agreement and release in a form and manner satisfactory to us. If any of the payments provided for under the employment arrangements or otherwise payable to the executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, the executive officer would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive officer. We are not required to provide any tax gross-up payments to the executive officer.

  45. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table provides information regarding the total compensation, for services rendered in all capacities, that was earned by our NEOs during the fiscal years ended January 31, 2023, 2022, and 2021.

  46. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Total ($) | | Chaim Indig, Chief Executive Officer | 2023 | 515,000 | 7,089,450(5) | — | 7,604,450 | | | 2022 | 515,000 | 8,191,163(5) | 215,064 | 8,921,227 | | | 2021 | 418,750(4) | 5,499,921(5) | 486,625 | 6,405,296 | | Randy Rasmussen, | 2023 | 400,000 | 3,545,056(6) | — | 3,945,056 | | Former Chief Financial Officer | 2022 | 361,250(3) | 5,906,536(6) | 108,576 | 6,376,362 | | Michael Davidoff, | 2023 | 350,000 | 2,493,184(7) | — | 2,843,184 | | SVP, Payer Solutions | | | | | | | Evan Roberts, Chief Operating Officer | 2023 | 400,000 | 3,545,056(8) | — | 3,945,056 | | | 2022 | 375,000 | 3,931,649(8) | 108,576 | 4,415,225 | | | 2021 | 320,833(4) | 2,499,896(8) | 257,625 | 3,078,354 | | David Linetsky SVP, Life Sciences | 2023 | 400,000 | 3,370,573(8) | 151,645 | 3,922,218 | | | 2022 | 375,000 | 3,931,649(8) | 108,576 | 4,415,225 | | | 2021 | 320,833(4) | 2,499,896(8) | 257,625 | 3,078,354 |

  47. Fiscal 2023 Summary Compensation Table

    _______________________ (1) The amounts reported represent the aggregate grant date fair value of the RSUs and PSUs awarded to our NEOs during the fiscal years ended January 31, 2023, 2022 and 2021 as computed in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in the notes to our financial statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for the RSUs and PSUs and do not correspond to the actual economic value that may be received by the NEO upon vesting, settlement or sale of any of the underlying shares of our common stock. (2) The amounts reported represent the incentive bonuses earned by the NEO during the fiscal years ended January 31, 2023, 2022 and 2021, based upon the achievement of certain individual and Company metrics pursuant to the terms and conditions of our Senior Executive Cash Incentive Bonus Plan. Each of our NEOs elected to receive 100% of their cash bonuses in fully-vested RSUs representing 115% of the earned cash bonus amount for the second bonus payment of fiscal 2023 (except for Mr. Linetsky, who elected to receive 50% of his cash bonus in fully-vested RSUs and 50% in cash), and that portion of each NEO's bonus is reflected under Stock Awards. For Messrs. Indig, Rasmussen, Roberts, Linetsky, and Davidoff, the fiscal 2023 bonus amount that was paid out in RSUs and is reflected in the Stock Awards column is $612,978.75, $357,075, $357,075, $178,539, and $297,563, respectively. (3) Mr. Rasmussen's increased base salary for the fiscal year ended January 31, 2022 did not become effective until May 1, 2021 when he was appointed as our Chief Financial Officer. (4) Messrs. Indig, Roberts and Linetsky’s increased base salaries for the fiscal year ended January 31, 2021 did not become effective until March 1, 2020. (5) We granted PSUs during fiscal 2021, 2022, and 2023. We estimate the fair value of PSUs as follows: each award vests in zero to two shares for fiscal 2021 and 2022 and zero to 2.2 shares for fiscal 2023, of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. The Company estimates the fair value of the PSUs using a Monte Carlo Simulation model which projected TSR for Phreesia and each member of the peer group over the three-year performance period. The grant date fair value for Mr. Indig included within the Stock Awards column, based on the probability of outcomes of the awards is $3,990,369 for fiscal 2023, $4,414,672 for fiscal 2022 and $1,999,975 for fiscal 2021. The grant date fair value of the awards assuming that the highest level of performance will be achieved would be $8,778,799 for fiscal 2023, $8,829,344 for fiscal 2022 and $3,999,950 for fiscal 2021. (6) We granted PSUs during fiscal 2023 and 2022. We estimate the fair value of PSUs as follows: each award vests in zero to two shares for fiscal 2021 and 2022 and zero to 2.2 shares for fiscal 2023, of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. The Company estimates the fair value of the PSUs using a Monte Carlo Simulation model which projected TSR for Phreesia and each member of the peer group over the three- year performance period. The grant date fair value for Mr. Rasmussen included within the Stock Awards column, based on the probability of outcomes of the awards is $1,596,125 for fiscal 2023 and $2,290,817 for fiscal 2022. The grant date fair value of the awards assuming that the highest level of performance will be achieved would be $3,511,475 for fiscal 2023 and $4,581,634 for fiscal 2022. (7) We granted PSUs during fiscal 2023. We estimate the fair value of PSUs as follows: each award vests in zero to 2.2 shares for fiscal 2023, of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. The Company estimates the fair value of the PSUs using a Monte Carlo Simulation model which projected TSR for Phreesia and each member of the peer group over the three-year performance period. The grant date fair value for Mr. Davidoff included within the Stock Awards column, based on the probability of outcomes of the awards is $1,077,384. The grant date fair value of the awards assuming that the highest level of performance will be achieved would be $2,370,223. (8) We granted PSUs during fiscal 2021, 2022 and 2023. We estimate the fair value of PSUs as follows: each award vests in zero to two shares for fiscal 2021 and 2022 and zero to 2.2 shares for fiscal 2023 of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. The Company estimates the fair value of the PSUs using a Monte Carlo Simulation model which projected TSR for Phreesia and each member of the peer group over the three-year performance period. The grant date fair value for Messrs. Roberts and Linetsky included within the Stock Awards column, based on the probability of outcomes of the awards is $1,596,125 for fiscal 2023, $1,765,869 for fiscal 2022 and $699,932 for fiscal 2021. The grant date fair value of the awards assuming that the highest level of performance will be achieved would be $3,511,475 for fiscal 2023, $3,531,737 for fiscal 2022 and $1,399,864 for fiscal 2021.

  48. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information with respect to all plan-based awards granted to the NEOs during fiscal year ended January 31, 2023.

  49. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and | | Name | Type of Award | Grant Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Option Awards ($) | | Chaim Indig | PSU (1) | 01/15/23 | — | — | 24,710 | 70,601 | 155,322 | — | 3,990,369 | | | RSU | 01/15/23 | — | — | — | — | — | 70,601 | 2,499,981 | | | Bonus (2) | 09/12/22 | — | — | — | — | — | 5,457 | 159,290 | | | Bonus (2) | 01/31/23 | — | — | — | 11,957 | 17,935 | — | 439,810 | | Randy | PSU (1) | 01/15/23 | — | — | 9,884 | 28,240 | 62,128 | — | 1,596,125 | | Rasmussen | RSU | 01/15/23 | — | — | — | — | — | 45,184 | 1,599,965 | | | Bonus (2) | 09/12/22 | — | — | — | — | — | 3,178 | 92,766 | | | Bonus (2) | 01/31/23 | — | — | — | 6,965 | 10,448 | — | 256,200 | | Michael | PSU (1) | 01/15/23 | — | — | 6,672 | 19,062 | 41,936 | — | 1,077,384 | | Davidoff | RSU | 01/15/23 | — | — | — | — | — | 31,770 | 1,124,976 | | | Bonus (2) | 09/12/22 | — | — | — | — | — | 2,649 | 77,324 | | | Bonus (2) | 01/31/23 | — | — | — | 5,804 | 8,706 | — | 213,500 | | Evan Roberts | PSU (1) | 01/15/23 | — | — | 9,884 | 28,240 | 62,128 | — | 1,596,125 | | | RSU | 01/15/23 | — | — | — | — | — | 45,184 | 1,599,965 | | | Bonus (2) | 09/12/22 | — | — | — | — | — | 3,178 | 92,766 | | | Bonus (2) | 01/31/23 | — | — | — | 6,965 | 10,448 | — | 256,200 | | David | PSU (1) | 01/15/23 | — | — | 9,884 | 28,240 | 62,128 | — | 1,596,125 | | Linetsky | RSU | 01/15/23 | — | — | — | — | — | 45,184 | 1,599,965 | | | Bonus (2) | 09/12/22 | — | — | — | — | — | 1,589 | 46,383 | | | Bonus (2) | 01/31/23 | 105,000 | 157,500 | — | 3,483 | 5,224 | — | 128,100 |

  50. Grants of Plan-Based Awards Table

    _______________________ (1)On January 15, 2023 the Company granted PSUs to all NEOs. Each award is eligible to vest up to 220% of target based on the Company’s TSR, relative to a peer group of companies on the Russell 3000 stock index. The Company estimates the fair value of the PSUs using a Monte Carlo Simulation model which projected TSR for Phreesia and each member of the peer group over the three-year performance period. The lowest payout point represented within the threshold column is 35%, with the maximum being 220%. We recognize the grant date fair value of stock-based awards issued as compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. (2)Per the Senior Executive Cash Incentive Bonus Plan, non-equity incentive plan awards are paid out in cash based on the performance during fiscal year 2023. The payouts of these cash bonuses range from 0%-150% of the target bonus amount, with no minimum amount once exceeding the 0% threshold. For the first half and full year fiscal 2023 bonuses that were paid out in the second half of fiscal 2023 and first half of fiscal 2024, respectively, each of our NEOs elected to receive 100% of their cash bonuses in fully-vested RSUs at a 15% premium (subject to a one-year holding period for our Chief Executive Officer and our Chief Operating Officer), except Mr. Linetsky, who elected to receive 50% of his cash bonus in fully-vested RSUs and 50% in cash.

  51. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table presents, for each of the NEOs, the shares of our common stock that were acquired upon the exercise of stock options and vesting of RSUs and the related value realized during the fiscal year ended January 31, 2023.

  52. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Chaim Indig | 78,106 | 1,750,268 | 217,847 | 7,322,657 | | Randy Rasmussen | — | — | 48,274 | 1,314,050 | | Michael Davidoff | 12,090 | 341,711 | 39,342 | 1,262,508 | | Evan Roberts | — | — | 70,676 | 2,306,389 | | David Linetsky | — | — | 52,965 | 1,690,059 |

  53. Option Exercises and Stock Vested Table

    (1)Calculated by multiplying the number of shares of stock released by the fair value of such shares on the release date.

  54. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    Outstanding Equity Awards at Fiscal 2023 Year-End Table The following table sets forth information regarding outstanding equity awards held by our NEOs as of January 31, 2023:

  55. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | | Option Awards(1) | | | | Stock Awards (2) | | Equity Incentive Plan Awards | | | | | Number of securities underlying unexercised options | | | | | | | | | Name | Grant date | exercisable (#) | un-exercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock not vested (#) | Market value of shares or units of stock not vested ($)(3) | Number of unearned shares, units or other rights not vested (#) | Market or payout value of unearned shares, units or other rights not vested ($)(3) | | Chaim Indig | 12/19/14 | 7(4) | — | 2.03 | 12/18/24 | — | — | — | — | | | 01/31/18 | 23,703(4) | — | 4.71 | 01/30/28 | — | — | — | — | | | 03/27/19 | 478,262(4) | — | 8.03 | 03/26/29 | — | — | — | — | | | 01/15/20 | — | — | — | — | 76,923(5)(6) | 2,883,843 | — | — | | | 01/15/21 | — | — | — | — | 38,913(5)(7) | 1,458,848 | 23,702(13) | 888,588 | | | 01/14/22 | — | — | — | — | 68,565(5)(12) | 2,570,502 | 91,420(15) | 3,427,336 | | | 01/15/23 | — | — | — | — | 70,601(5)(17) | 2,646,831 | 70,601(16) | 2,646,831 | | Randy Rasmussen | 11/06/19 | — | — | — | — | 20,094(5)(9) | 753,324 | — | — | | | 01/15/20 | — | — | — | — | 6,154(5)(6) | 230,713 | — | — | | | 03/26/21 | — | — | — | — | 1,695(5)(10) | 63,546 | — | — | | | 04/30/21 | — | — | — | — | 23,477(5)(11) | 880,153 | 9,664(14) | 362,303 | | | 01/14/22 | — | — | — | — | 40,084(5)(12) | 1,502,749 | 36,568(15) | 1,370,934 | | | 01/15/23 | — | — | — | — | 45,184(5)(17) | 1,693,948 | 28,240(16) | 1,058,718 | | Michael Davidoff | 01/15/20 | — | — | — | — | 18,461(5)(8) | 692,103 | — | — | | | 01/15/21 | — | — | — | — | 13,341(5)(7) | 500,154 | 5,333(13) | 199,934 | | | 01/14/22 | — | — | — | — | 26,371(5)(12) | 988,649 | 23,909(15) | 896,348 | | | 01/15/23 | — | — | — | — | 31,770(5)(17) | 1,191,057 | 19,062(16) | 714,634 | | Evan Roberts | 12/19/14 | 83,330(4) | — | 2.03 | 12/18/24 | — | — | — | — | | | 01/31/18 | 44,935(4) | — | 4.71 | 01/30/28 | — | — | — | — | | | 03/27/19 | 22,755(4) | — | 8.03 | 03/26/29 | — | — | — | — | | | 01/15/20 | — | — | — | — | 46,154(5)(6) | 1,730,313 | — | — | | | 01/15/21 | — | — | — | — | 20,012(5)(7) | 750,250 | 8,295(13) | 310,980 | | | 01/14/22 | — | — | — | — | 40,084(5)(12) | 1,502,749 | 36,568(15) | 1,370,934 | | | 01/15/23 | — | — | — | — | 45,184(5)(17) | 1,693,948 | 28,240(16) | 1,058,718 | | David Linetsky | 01/31/18 | 475(4) | — | 4.71 | 01/30/28 | — | — | — | — | | | 08/07/18 | 5,689 | — | 4.71 | 08/06/28 | — | — | — | — | | | 03/27/19 | 5,689(4) | — | 8.03 | 03/26/29 | — | — | — | — | | | 01/15/20 | — | — | — | — | 27,692(5)(6) | 1,038,173 | — | — | | | 01/15/21 | — | — | — | — | 20,012(5)(7) | 750,250 | 8,295(13) | 310,980 | | | 01/14/22 | — | — | — | — | 40,084(5)(12) | 1,502,749 | 36,568(15) | 1,370,934 | | | 01/15/23 | — | — | — | — | 45,184(5)(17) | 1,693,948 | 28,240(16) | 1,058,718 |

  56. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    (1) Stock options granted prior to 2018 were granted pursuant to our 2006 Stock Option and Grant Plan, as amended. Stock options granted in 2018 through July 2019 were granted pursuant to our 2018 Stock Option and Grant Plan (the "2018 Plan"). (2) RSUs granted prior to July 2019 were granted pursuant to our 2018 Plan, and RSUs granted after July 2019 were granted pursuant to our 2019 Plan. (3) This column represents the aggregate market value of the shares underlying RSUs or PSUs that have not vested as of January 31, 2023, based on the closing price of our common stock, as reported on the NYSE, of $37.49 per share on January 31, 2023, the last trading day of our fiscal year. (4) The shares subject to this stock option are fully vested. (5) In the event the named executive officer’s employment is terminated without “cause” or with “good reason” within 24 months of a change in control, 100% of the then-unvested shares subject to the award shall vest and, if applicable, become exercisable as of the named executive officer’s termination date. (6) 10% of the RSUs vested on January 15, 2021, 20% of the RSUs vested on January 15, 2022, 30% of the RSUs vested on January 15, 2023 and 40% of the RSUs shall vest on January 15, 2024, subject to the named executive officer remaining continuously employed with us through each applicable vesting date. (7) 10% of the RSUs vested on January 15, 2022, 20% of the RSUs vested on January 15, 2023, 30% of the RSUs shall vest on January 15, 2024 and 40% of the RSUs shall vest on January 15, 2025, subject to the named executive officer remaining continuously employed with us through each applicable vesting date. (8) 10% of the RSUs vested on August 24, 2021, 20% of the RSUs vested on August 24, 2022, 30% of the RSUs shall vest on August 24, 2023, and 40% of the RSUs shall vest on August 24, 2024, subject to the named executive officer remaining continuously employed with us through each applicable vesting date. (9) 10% of the RSUs vested on November 6, 2020, 20% of the RSUs vested on November 6, 2021, 30% of the RSUs vested on November 6, 2022, and 40% of the RSUs shall vest on November 6, 2023, subject to the named executive officer remaining continuously employed with us through each applicable vesting date. (10) 10% of the RSUs vested on March 26, 2022, 20% of the RSUs vested on March 26, 2023, 30% of the RSUs shall vest on March 26, 2024, and 40% of the RSUs shall vest on March 26, 2025, subject to the named executive officer remaining continuously employed with us through each applicable vesting date. (11) 10% of the RSUs vested on April 30, 2022, 20% of the RSUs shall vest on April 30, 2023, 30% of the RSUs shall vest on April 30, 2024, and 40% of the RSUs shall vest on April 30, 2025, subject to the named executive officer remaining continuously employed with us through each applicable vesting date. (12) 6.25% of the RSUs shall vest per quarter over four years from the grant date, subject to the named executive officer remaining continuously employed with us through each applicable vesting date. (13) On January 15, 2021, the Company granted PSUs. Each award shall vest on January 15, 2024, in zero to two shares of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. (14) On April 30, 2021, the Company granted PSUs to Mr. Rasmussen. Each award shall vest on January 15, 2024, in zero to two shares of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. (15) On January 14, 2022, the Company granted PSUs. Each award shall vest on January 14, 2025, in zero to two shares of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. (16) On January 15, 2023, the Company granted PSUs. Each award shall vest on January 15, 2026, in zero to 2.2 shares of common stock based on the Company’s TSR relative to a peer group of companies on the Russell 3000 stock index. (17) 25% of the RSUs shall vest on the first anniversary of the grant date, 25% will vest on the second anniversary of the grant date, 25% will vest on the third anniversary of the grant date, and 25% will vest on the fourth anniversary of the grant date, subject to the named executive officer remaining continuously employed with us through each applicable vesting date.

  57. Pension Benefits

    Pension Benefits Aside from our 401(k) plan, which is described above, we do not maintain any pension plan or arrangement under which our NEOs are entitled to participate or receive post-retirement benefits.

  58. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans or arrangements under which our NEOs are entitled to participate.

  59. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table presents information concerning estimated payments and benefits that would be provided pursuant to the arrangements described above for each of our NEOs serving as of the end of fiscal 2023. The payments and benefits set forth below are estimated assuming that the termination of employment or change in control event occurred on the last business day of fiscal 2023, January 31, 2023, at a per share value of our common stock of $37.49, which is the closing market price per share on January 31, 2023. Payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimated potential payments and benefits.

  60. Potential Payments Upon Termination or Change of Control

    | Name | Benefit | Termination without Cause Not in Connection with a Change in Control ($) | Termination without Cause or with Good Reason in Connection with a Change in Control ($) | | Chaim Indig | Cash Severance | 1,287,500 | 2,060,000 | | | Health Benefits | 12,635 | 12,635 | | | Equity Acceleration(1) | 5,456,032 | 9,560,025 | | | Total | 6,756,167 | 11,632,660 | | Randy Rasmussen | Cash Severance | 700,000 | 1,050,000 | | | Health Benefits | 7,980 | 11,970 | | | Equity Acceleration(1) | 2,118,185 | 5,124,433 | | | Total | 2,826,165 | 6,186,403 | | Michael Davidoff | Cash Severance | 600,000 | 900,000 | | | Health Benefits | 0 | 0 | | | Equity Acceleration(1) | 1,533,791 | 3,371,963 | | | Total | 2,133,791 | 4,271,963 | | Evan Roberts | Cash Severance | 700,000 | 1,050,000 | | | Health Benefits | 698 | 1,047 | | | Equity Acceleration(1) | 2,976,256 | 5,677,261 | | | Total | 3,676,954 | 6,728,307 | | David Linetsky | Cash Severance | 700,000 | 1,050,000 | | | Health Benefits | 4,149 | 6,224 | | | Equity Acceleration(1) | 2,284,116 | 4,985,120 | | | Total | 2,988,265 | 6,041,344 |

  61. Potential Payments Upon Termination or Change of Control

    | (1) The value of RSU award vesting acceleration is based on the closing price of $37.49 per share of our common stock as of January 31, 2023. As of January 31, 2023 no individual had unvested stock options. |

  62. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" to our NEOs by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  63. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($ in thousands)1 | Compensation Actually Paid to PEO ($ in thousands)2 | Average Summary Compensation Table Total for Non-PEO NEOs ($ in thousands)3 | Average Compensation Actually Paid to Non-PEO NEOs ($ in thousands)4 | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | Net Income ($ in thousands)7 | Revenue ($ in millions)8 | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $7,604 | $12,514 | $3,664 | $5,243 | $120.94 | $126.57 | $(176,146) | $280.91 | | 2022 | $8,921 | $(15,020) | $3,701 | $(209) | $100.61 | $150.33 | $(118,161) | $213.23 | | 2021 | $6,405 | $35,907 | $2,819 | $7,148 | $210.61 | $123.95 | $(27,292) | $148.68 |

  64. Pay Versus Performance

    (1) This column represents the amount of total compensation reported for principal executive officer ("PEO") Mr. Indig (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement. (2) This column represents the amount of “compensation actually paid” to Mr. Indig, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Indig during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Indig’s total compensation for each year to determine the “compensation actually paid”. :

  65. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table Total for PEO ($ in thousands)(a) | Reported Summary Compensation Table Value of PEO Equity Awards ($ in thousands)(b) | Adjusted Value of Equity Awards ($ in thousands)(c) | Compensation Actually Paid to PEO ($ in thousands) | | 2023 | $7,604 | $7,089 | $11,999 | $12,514 | | 2022 | $8,921 | $8,191 | $(15,750) | $(15,020) | | 2021 | $6,405 | $5,500 | $35,001 | $35,907 |

  66. Pay Versus Performance

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

  67. Pay Versus Performance

    | Fiscal Year | Year End Fair Value of Equity Awards Granted in the Year ($ in thousands) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($ in thousands) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($ in thousands) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($ in thousands) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($ in thousands) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($ in thousands) | Adjusted Value of Equity Awards ($ in thousands) | | 2023 | $6,637 | $3,691 | $686 | $1,072 | $— | $— | $11,999 | | 2022 | $7,266 | $(15,645) | $— | $(7,897) | $— | $— | $(15,750) | | 2021 | $5,629 | $22,808 | $— | $6,564 | $— | $— | $35,001 |

  68. Pay Versus Performance

    The fair value or change in fair value, as applicable, of equity awards was determined by reference to (1) for RSU awards, the closing price of our common stock on the applicable measurement date, (2) for market-conditioned PSU awards, a Monte Carlo simulation as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined by reference to the closing price of our common stock on the applicable measurement date as the current market price. (3) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Indig) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation Tables section of the Company’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Indig) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2023, Messrs. Rasmussen, Roberts, Linetsky and Davidoff; (ii) for fiscal 2022, Messrs. Rasmussen, Altier, Roberts and Linetsky and Ms. Hoffman; and (iii) for fiscal 2021, Messrs. Altier, Roberts, Linetsky and Ms. Hoffman. (4) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Indig), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Indig) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Indig) for each year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):

  69. Pay Versus Performance

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

  70. Pay Versus Performance

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

  71. Pay Versus Performance

    | Fiscal Year | Average Year End Fair Value of Equity Awards Granted in the Year ($ in thousands) | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($ in thousands) | Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year ($ in thousands) | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($ in thousands) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($ in thousands) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($ in thousands) | Adjusted Average Value of Equity Awards ($ in thousands) | | 2023 | $3,035 | $1,463 | $318 | $29 | $— | $— | $4,817 | | 2022 | $2,683 | $(2,980) | $— | $(537) | $— | $— | $(629) | | 2021 | $2,967 | $3,291 | $— | $388 | $— | $— | $6,647 |

  72. Pay Versus Performance

    (5) This column represents cumulative Company total TSR. TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (fiscal 2021, fiscal 2021-2022 and fiscal 2022-2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: S&P Composite Software & Services Index. (7) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) This column represents the amount of revenue reflected in the Company’s audited financial statements for the applicable year. Financial Performance Measures As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our bonus plan are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: a.Revenue b.Adjusted free cash flow c.AHSCs d.Healthcare services revenue per AHSC Analysis of the Information Presented in the Pay versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  73. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE For fiscal 2023, the median of the annual total compensation of all employees of the Company, excluding our Chief Executive Officer, was $135,000, and the annual total compensation of our Chief Executive Officer was $7,604,450. Based on this information, for fiscal 2023, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 56 to 1 (the “CEO Pay Ratio”). To identify our median employee, we reviewed the compensation of all of our full-time employees, excluding our Chief Executive Officer, as of January 31, 2023, the last day of our fiscal year. Our employee population consisted of individuals (other than our Chief Executive Officer) working at our parent company and consolidated subsidiaries in the U.S. and Canada. We do not have any part-time employees. We used annual base salary, actual bonus, actual commissions and the grant date fair value of equity awards for the fiscal year ended January 31, 2023 to identify our median employee. We annualized compensation for any full-time employees who commenced work during fiscal 2023 to reflect a full year. Equity awards granted during the year were included using the same methodology we use for our NEOs in our fiscal 2023 Summary Compensation Table. We did not make any cost-of-living adjustment. Once we identified our median employee, we calculated annual total compensation for this employee using the same methodology we use for our NEOs as set forth in our fiscal 2023 Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the CEO Pay Ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to our CEO Pay Ratio, as other companies have different employee populations and compensation practices and may employ different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.