Phreesia, Inc. 8-K

What Happened
Phreesia, Inc. announced on February 23, 2026 (8‑K filed) that directors Edward L. Cahill and Michael Weintraub will retire at the end of their current terms and will not stand for re‑election at the Company’s 2026 annual meeting. The Board also appointed Jon Kessler as a Class I director effective April 6, 2026. The company said both retirements were not due to any disagreement with management or the Board.

Key Details

• Edward L. Cahill and Michael Weintraub submitted retirement notices on February 23, 2026; Weintraub served as Chair of the Board.
• Jon Kessler’s appointment is effective April 6, 2026; he will serve until the 2026 annual meeting (or earlier death, resignation or removal).
• Compensation for Mr. Kessler: a pro‑rated annual restricted stock unit (RSU) grant valued at $40,041 (vests on earlier of one year from grant or the next annual meeting, subject to service) and a new‑hire RSU grant valued at $185,000 with four‑year vesting (25% each year). Total initial award value = $225,041.
• Board size adjustments: the Board increased authorized directors from 8 to 9 (adding one Class I seat) effective April 6, 2026 to accommodate the appointment, and will reduce authorized directors from 9 to 7 by decreasing Class I by two positions immediately prior to the 2026 annual meeting.
• Mr. Kessler will enter the company’s standard indemnification agreement; the filing states no relationships or transactions requiring Item 404 disclosure.

Why It Matters
Board composition and leadership changes can affect corporate governance and strategic oversight. Investors should note the retirement of the Board Chair and the introduction of a new director—details about future chair selection or further governance changes were not disclosed. The RSU awards to the new director represent a modest compensation/dilution item ($225,041 initially) tied to multi‑year vesting schedules, which is standard for non‑employee director appointments.