Allison Hoffman
PhreesiaAbout Allison Hoffman
Allison Hoffman, 54, has served as Phreesia’s General Counsel and Secretary since August 2020, with prior legal leadership roles in technology and media; she holds a B.A. in Psychology and a B.S. in Economics from the University of Pennsylvania and a J.D. from the University of Chicago Law School . Company performance during fiscal 2025 included 18% revenue growth to $419.8M, a swing to positive Adjusted EBITDA of $36.8M (from negative $35.4M), and positive free cash flow of $8.3M, reflecting improved operational discipline benefiting the executive team’s pay-for-performance framework . Long-term equity is tied to relative TSR vs. Russell 3000; the fiscal 2022 PSU cycle earned 53.5% based on three-year TSR at the 36.17th percentile, evidencing payout symmetry to market performance . Shareholder support for executive pay remained strong (92% say‑on‑pay approval in 2024), and the program prohibits hedging/pledging and includes a NYSE-compliant clawback policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intersection Parent, Inc. | Chief Legal and Administrative Officer | Jan 2016 – Aug 2020 | — |
Fixed Compensation
Multi-year compensation summary (grant-date basis)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 350,000 | 336,426 | 350,000 |
| Stock Awards ($) | 2,488,338 | 2,703,860 | 2,617,637 |
| Non-Equity Incentive ($) | — | — | — |
FY 2025 cash incentive design and outcome
| Component | Value |
|---|---|
| Base salary rate ($) | 350,000 |
| Target bonus (% of salary) | 71% |
| Target bonus ($) | 250,000 |
| Weighted payout vs. target | 129.1% |
| Actual bonus earned ($) | 322,750 |
| Payout form | 100% in fully-vested RSUs with 15% premium; RSU value $371,163 |
Performance Compensation
FY 2025 bonus plan metrics and results
| Metric | H1 2025 Goal ($000) | H1 2025 Actual ($000) | H1 Payout (%) | FY 2025 Goal ($000) | FY 2025 Actual ($000) | FY Payout (%) |
|---|---|---|---|---|---|---|
| Revenue | 202,774 | 203,332 | 106.3% | 417,003 | 420,200 | 117.6% |
| Adjusted EBITDA | (1,513) | 10,622 | 150.0% | 28,501 | 37,700 | 148.4% |
PSU structure and vesting mechanics
- Relative TSR vs. Russell 3000; two performance checkpoints (2.5 years and 3.0 years), with cliff vest at 3 years; payouts from 0% to 220% of target; negative 3-year TSR caps combined earnout at 100% .
- FY 2025 grants used 60-day VWAP for grant sizing; back-weighted RSUs vest 10%/20%/30%/40% annually; PSUs use VWAP methodology to neutralize volatility .
FY 2025 equity grants – Allison Hoffman
| Award Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | 01/02/2025 | 8,775 | 25,070 | 55,154 | 1,074,500 |
| RSUs | 01/02/2025 | — | 46,525 | — | 1,171,965 |
| H1 Bonus RSUs | 09/06/2024 | — | 4,694 | — | 110,544 |
| FY Bonus RSUs | 01/31/2025 | — | 7,199 | 10,798 | 260,628 |
Equity Ownership & Alignment
Beneficial ownership trend and alignment policies
| As of Date | Shares Beneficially Owned | Shares Outstanding | Ownership (%) |
|---|---|---|---|
| May 2, 2022 (FY 2023 proxy) | 8,225 | 52,164,851 | ~0.016% |
| Apr 24, 2024 (FY 2025 proxy) | 31,853 | 57,317,964 | ~0.056% |
| Apr 24, 2025 (FY 2026 proxy) | 46,396 | 59,459,574 | ~0.078% |
- Stock ownership guidelines: other executive officers must hold stock worth at least 1x salary; compliance expected within five years from March 21, 2023 or appointment; NEOs are making progress .
- Hedging and pledging: hedging prohibited for all employees; pledging prohibited for directors, executive officers, senior direct reports, finance/legal staff; insider trading policy governs trades .
Outstanding and unvested awards (as of Jan 31, 2025)
| Award Type | Unvested/Unearned (#) | Market/Payout Value ($) | Vesting Notes |
|---|---|---|---|
| RSUs | 46,525 | 1,324,102 | Back-weighted 10/20/30/40 annually for recent grants; some legacy grants at 6.25% per quarter |
| PSUs | 25,070 | 713,492 | Relative TSR earnout; cliff vests at 3 years if earned |
| Stock Options | — | — | No outstanding unvested options |
Shares vested/exercised (FY 2025 activity)
| Activity | Shares | Value Realized ($) |
|---|---|---|
| RSUs vested | 86,428 | 2,178,145 |
| Options exercised | — | — |
Employment Terms
- Employment agreement: amended and restated effective Feb 1, 2021; at-will; FY 2026 base salary $350,000; target annual bonus $250,000; standard confidentiality/IP assignment applies .
- Severance (non‑CIC): 12 months base salary continuation; pro‑rated bonus based on actual performance; acceleration of time‑based equity that would vest in 12 months; up to 12 months COBRA employer contribution (subject to election) .
- Change‑in‑control (CIC) equity: 50% of time‑based equity accelerates at closing; remaining time‑based equity accelerates on first anniversary with continued service; double‑trigger termination within 24 months → all remaining time‑based equity accelerates .
- CIC severance (double trigger): 1.5x base salary + target bonus; prorated target bonus for year of termination; up to 18 months COBRA employer contribution; no excise tax gross‑ups (best‑net cutback applies) .
- Potential payments (illustrative, as of 1/31/2025 at $28.46/share): Non‑CIC termination total $1,420,587 (cash severance $600,000; equity acceleration $820,587); CIC termination total $3,442,328 (cash severance $775,000; equity acceleration $2,667,328) .
- Clawback: NYSE‑compliant recovery policy for incentive compensation upon material restatement (3‑year lookback) .
Compensation Structure Notes and Peer Benchmarking
- Program emphasizes at‑risk pay: NEO base salaries remained below market median; no guaranteed bonuses or automatic salary increases; majority of compensation delivered in equity (RSUs/PSUs) .
- FY 2025 peer group included software and healthcare IT names (e.g., PagerDuty, Jamf, Verint, Q2, Zuora; peer list curated with FW Cook) .
- Governance safeguards: no hedging/pledging; no severance tax gross‑ups; independent Compensation Committee; independent consultant .
Investment Implications
- Pay-for-performance alignment: Ms. Hoffman’s bonus is formulaic and tied 50/50 to revenue and Adjusted EBITDA, with elevated thresholds and capped payouts; equity mix includes PSUs linked to relative TSR, reducing windfalls in weak markets (e.g., only 53.5% earned for the FY 2022 PSU cycle) .
- Retention and selling pressure: Back-weighted RSU schedules and sizable unvested balances (46,525 RSUs; 25,070 PSUs) suggest ongoing retention hooks and predictable vest‑date flows; hedging/pledging is prohibited, mitigating alignment risk .
- Change-of-control economics: Double‑trigger protection (1.5x salary+bonus and full time‑based equity acceleration upon qualifying termination) is standard but meaningful; absence of tax gross‑ups is shareholder‑friendly .
- Ownership and guidelines: Beneficial ownership has increased, but remains <0.1% of shares outstanding; executive ownership guideline of 1x salary with five‑year compliance window supports alignment over time .
- Program credibility: Strong 2024 say‑on‑pay support (92%) and transparent metric construction/payouts reduce governance overhang; continued profitability and cash generation elevate the likelihood of PSU realization, improving at‑risk pay outcomes .