Phreesia CFO Gandhi Balaji Receives 155,000 PSU Award

What Happened

Gandhi Balaji, Phreesia's Chief Financial Officer, received an award of 155,000 performance stock units (PSUs) on September 1, 2026. The award is reported as a derivative acquisition at $0.00 per unit (award/grant), meaning no cash was paid; the PSUs are contingent rights to receive shares if performance conditions are met.

Key Details

• Transaction date: 2026-09-01; filing date: 2026-09-28 (filed 27 days after the grant; later than the typical 2-business-day Form 4 deadline).
• Award type: Performance Stock Units (PSUs) — derivative, granted at target of 155,000 PSUs.
• Price reported: $0.00 (award/grant).
• Performance period: Sept 1, 2026 through Sept 1, 2031; achievement measured by the average closing price over any consecutive 60-trading-day period.
• Payout scale: 0%, 50%, 100%, 150% or 200% of target (interpolation applies); actual earned PSUs may range from 0 to 200% of the target.
• Hurdles: average closing price targets of $17.00, $22.00, $27.00 and $32.00 per share.
• Vesting/settlement: PSUs earned vest one-third upon certification, one-third on the first anniversary of certification, and one-third on the second anniversary (subject to continued service); any outstanding earned PSUs vest no later than Sept 1, 2031. Earned/vested PSUs and dividend equivalents are settled in shares per award terms.
• Shares owned after transaction: not specified in the Form 4.
• Footnote highlights: each PSU equals a contingent right to one share; dividend equivalents accrue and follow same earning/vesting rules; unearned PSUs are forfeited.

Context

This is a compensation award (not an open-market purchase or sale). PSUs are contingent on long-term stock-price performance and continued service and therefore do not represent immediate ownership or a direct buy/sell signal. The delayed filing may be worth noting for compliance awareness but does not change the award's economic terms.