Business Context and Reporting Period
This Form 8-K Current Report was filed by Phreesia, Inc. on March 21, 2023. The filing discloses significant changes in executive leadership, specifically the appointment of a new Chief Financial Officer (CFO) and Principal Accounting Officer, effective March 24, 2023.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on personnel changes and executive compensation arrangements.
Material Changes
- CFO Transition: Balaji Gandhi was appointed as Chief Financial Officer, succeeding Randy Rasmussen. Mr. Rasmussen, who served as CFO since 2021, will step down on March 24, 2023, and transition to a strategic advisor role.
- Principal Accounting Officer Appointment: Janet Gunzburg was appointed as Principal Accounting Officer, effective March 24, 2023. She previously served as VP, Controller since January 2020.
Management Commentary, Risks, and Unusual Items
Executive Compensation (Balaji Gandhi)
Under the new employment agreement effective March 24, 2023:
- Base Salary: $400,000 per year.
- Target Bonus: $300,000 annually.
- Severance (Termination without Cause/Good Reason): 12 months of base salary, prorated bonus, acceleration of time-based equity awards vesting within 12 months, and up to 12 months of COBRA benefits.
- Change in Control Provisions: 50% of time-based equity awards accelerate immediately upon a Change in Control, with the remainder accelerating on the first anniversary. If terminated within 24 months post-Change in Control, severance increases to 1.5 times the sum of base salary and target bonus, plus a prorated bonus and up to 18 months of COBRA benefits.
All severance payments are contingent upon the execution of a separation agreement and release.
Investor Verification Checklist
- Verify the effective date of the leadership transition (March 24, 2023) against internal company calendars.
- Review the full text of the Second Amended and Restated Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason."
- Confirm the status of Randy Rasmussen's strategic advisor role and any associated compensation not detailed in this summary.
- Monitor future filings for the impact of the CFO transition on financial reporting timelines or internal controls.