Phreesia (PHR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2026, to elect two Class I directors, ratify the appointment of KPMG LLP as auditor, and hold a non-binding advisory vote on executive compensation.

• The board recommends voting in favor of all proposals and emphasizes its commitment to strong governance, diversity, and shareholder engagement.

• Only shareholders of record as of May 1, 2026, are entitled to vote; each share has one vote per proposal.

• The company provides proxy materials primarily online to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing Chaim Indig and Jon Kessler as Class I directors until 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year ending January 31, 2027.

• Advisory vote on executive compensation (say-on-pay).

• Shareholders may submit proposals for the 2027 meeting by January 14, 2027, and director nominations between February 24 and March 26, 2027.

Board of directors and corporate governance

• Board size will reduce from nine to seven directors after the meeting; six of seven will be independent.

• Board committees (audit, compensation, nominating/governance) are fully independent.

• Board diversity: 71% diverse, with representation by gender and race.

• Separate Chair and CEO roles; Ramin Sayar to become Chair after the meeting.

• Annual board and committee evaluations, stock ownership guidelines, and NYSE-compliant clawback policy in place.