Business Context and Reporting Period
This Form 8-K Current Report was filed by Phreesia, Inc. on April 29, 2021, with the earliest event reported on that date. The filing addresses executive leadership transitions and the execution of new employment agreements effective May 1, 2021.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change involves the appointment of Randy Rasmussen as Chief Financial Officer (CFO), Principal Financial Officer, and Principal Accounting Officer, succeeding Thomas Altier. Mr. Altier will transition to the role of Strategic Advisor to the Chief Executive Officer. New employment agreements were executed for both executives with effective dates of May 1, 2021.
Executive Compensation Details
- Randy Rasmussen (CFO):
- Base Salary: $375,000 per year.
- Target Annual Bonus: $260,000.
- Severance (Without Cause/Good Reason): 12 months base salary, prorated bonus, acceleration of equity vesting for the subsequent 12 months, and up to 12 months of COBRA benefits.
- Change in Control (CIC) Severance: If terminated within 24 months of a CIC, entitlement includes 1.5x the sum of base salary and target bonus, prorated bonus, full equity acceleration, and up to 18 months of COBRA benefits.
- Thomas Altier (Strategic Advisor):
- Base Salary: $200,000 per year.
- Target Annual Bonus: Not eligible.
- Severance (Without Cause/Good Reason): 12 months base salary, acceleration of equity vesting for the subsequent 12 months, and up to 12 months of COBRA benefits.
- Change in Control (CIC) Severance: If terminated within 24 months of a CIC, entitlement includes 1.5x base salary, full equity acceleration, and up to 18 months of COBRA benefits.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business performance. The primary contingency noted is that all severance payments and benefits are subject to the execution and non-revocation of a separation agreement and release satisfactory to the Company.
Investor Verification Checklist
- Verify the effective date of the leadership transition (May 1, 2021).
- Review the full text of the employment agreements (Exhibits 10.1 and 10.2) for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm the total potential cash and equity liability associated with the severance provisions for both executives.
- Check subsequent filings for any updates to the executive team structure or compensation.