Phreesia (PHR) GC Allison C. Hoffman Receives PSU Award

What Happened Allison C. Hoffman, General Counsel and Secretary of Phreesia, was granted an award of 85,000 performance stock units (PSUs) on September 1, 2026 (transaction code A). The grant is reported as a derivative award with an acquisition price of $0.00 (no cash paid). The PSUs are performance-based and may convert to shares only if specified stock-price hurdles are met during the performance period; the actual number of shares received can range from 0% to 200% of the target (0 to 170,000 shares).

Key Details

• Transaction date and report: Grant dated 2026-09-01; Form 4 filed 2026-09-28.
• Grant size and price: 85,000 PSUs; acquisition price reported $0.00 (derivative award).
• Performance period and hurdles: Performance period 9/1/2026–9/1/2031; average closing price over any consecutive 60-trading-day period is used to measure achievement. Hurdles: $17.00, $22.00, $27.00, $32.00 per share; payouts 0%, 50%, 100%, 150%, 200% of target (with interpolation).
• Vesting/settlement: PSUs earned vest one-third at certification, one-third at first anniversary of certification, one-third at second anniversary; any outstanding earned PSUs vest no later than 9/1/2031. Earned and vested PSUs (and vested dividend equivalents) are settled in shares per the award’s deferred settlement rules.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Form filed 27 days after the grant (appears late relative to the usual two-business-day Form 4 deadline), which reduces near-term transparency.

Context This was a compensation grant (not an open-market purchase or sale). PSUs are contingent awards tied to future stock performance and service; they do not represent immediate share ownership and may result in zero to double the target shares depending on performance. As with other equity awards, they are commonly used for long-term incentive pay and should be viewed differently than outright purchases or sales.