Phreesia (PHR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 25, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of May 1, 2025, are eligible to vote; 59,459,706 shares outstanding.

• Board recommends voting FOR all proposals, including director nominees, auditor ratification, and executive compensation.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Election of two Class III directors (Gillian Munson and Mark Smith, M.D.) to serve until 2028.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending January 31, 2026.

• Non-binding, advisory vote on executive compensation (say-on-pay).

• Shareholders may submit proposals for the 2026 meeting by January 14, 2026, and nominations between February 25 and March 27, 2026.

Board of directors and corporate governance

• Board consists of eight members, with seven independent directors.

• Board is divided into three staggered classes; annual elections for one class.

• Separate Chair and CEO roles; strong focus on independence and diversity (62.5% diverse in gender or race/ethnicity).

• Board committees (audit, compensation, nominating/governance) are fully independent.

• Annual board and committee evaluations; stock ownership guidelines for directors and executives.