Phreesia, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Phreesia, Inc. on February 23, 2026. The filing discloses significant changes to the composition of the Board of Directors, including the retirement of two directors and the appointment of a new director effective April 6, 2026.
Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and director compensation arrangements.
Material Changes
- Retirements: Edward L. Cahill and Michael Weintraub (Chair of the Board) submitted notice to retire from the Board at the end of their current terms and will not stand for re-election at the 2026 Annual Meeting. Both retirements are voluntary and not the result of any disagreement with the Board or management.
- Appointment: Jon Kessler was appointed to the Board, effective April 6, 2026, as a Class I director.
- Board Size Adjustment: The Board increased the authorized number of directors from eight to nine effective April 6, 2026, to accommodate the new appointment. Subsequently, the authorized number will decrease from nine to seven immediately prior to the 2026 Annual Meeting to reflect the retirements.
Compensation and Governance Details
In connection with his appointment, Jon Kessler will receive the following equity compensation:
- Initial RSU Grant: Valued at $40,041, vesting in full upon the earlier of one year from the grant date or the next annual meeting.
- New Hire Grant: Valued at $185,000, subject to a four-year vesting schedule with 25% vesting annually.
Mr. Kessler will also enter into the Company's standard indemnification agreement. No family relationships or undisclosed transactions involving Mr. Kessler were reported.
Key Facts for Investor Verification
- Confirm the exact date of the 2026 Annual Meeting to determine the final vesting date for the Initial RSU Grant.
- Verify the total number of directors serving on the Board immediately following the April 6, 2026 effective date versus the post-Annual Meeting composition.
- Review the press release (Exhibit 99.1) for any additional context regarding the strategic rationale for these board changes.
- Note that this filing contains no financial results; investors should refer to the most recent 10-Q or 10-K for financial performance data.