Amy Beth VanDuyn
PhreesiaAbout Amy Beth VanDuyn
Amy Beth VanDuyn is Senior Vice President, Human Resources at Phreesia (PHR). She is 52 years old as of May 14, 2025, has served as SVP HR since March 2019 (previously VP HR from April 2010–March 2019), and holds a B.A. in Hospitality Business from Michigan State University . She oversees the design and implementation of talent strategies, policies and processes across the Company . Company performance context during fiscal 2025 included 18% year-over-year revenue growth and an increase in Adjusted EBITDA, underpinning a formulaic bonus plan payout of 129.1% for NEOs; executives could elect fully vested RSUs for bonus at a 15% premium, with a one-year holding period for the CEO and COO . Executive officers are subject to stock ownership guidelines (≥1x base salary within 5 years of March 21, 2023 or appointment date), with anti-hedging and anti-pledging restrictions and a NYSE-compliant clawback policy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Phreesia | Senior Vice President, Human Resources | Mar 2019–present | Leads talent strategy, policies, and processes company-wide . |
| Phreesia | Vice President, Human Resources | Apr 2010–Mar 2019 | Built HR function through growth phases; aligned talent strategies to business goals . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various companies in hospitality, SaaS, and public relations | HR leadership roles | Pre-2010 | Contributed to growth and culture at companies across sizes and stages . |
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus paid for Ms. VanDuyn are not disclosed. Company policy context:
- No base salary increases for NEOs in fiscal 2025; no increases again for fiscal 2026 (third consecutive year for NEOs; fourth for CEO) .
- Perquisites are generally not provided; execs participate in standard employee benefit plans and a tax-qualified 401(k) .
- No pension and no nonqualified deferred compensation plans .
Performance Compensation
| Metric | Weighting | Target definition | FY2025 actual outcome | Payout factor | Vesting/settlement mechanics |
|---|---|---|---|---|---|
| Revenue | 50% | Corporate revenue goal set by Compensation Committee . | 18% YoY revenue growth . | First half: 128.2%; Full year: 129.5%; Weighted average: 129.1% . | Cash bonus per plan; executive election to receive bonus as fully vested RSUs at 15% premium; one-year holding for CEO/COO . |
| Adjusted EBITDA | 50% | Corporate Adjusted EBITDA goal set by Compensation Committee . | Planned increase YoY . | Incorporated in formulaic payout above (no discretionary adjustments) . | Same as above for bonus RSU election . |
Equity Awards Design (executive program)
| Award type | Grant calibration | Performance metric | Payout range | Vesting |
|---|---|---|---|---|
| RSUs | Granted using 60-day VWAP to size awards . | Time-based (retention) . | N/A | 10%/20%/30%/40% over 4 years; back-weighted for retention . |
| PSUs | Mix with RSUs; PSUs sized using 60-day VWAP; performance measured using 20-day VWAP at end . | Relative TSR vs Russell 3000 peer set; 50% measured at 2.5 years; 50% at 3 years . | 35% threshold to 220% maximum of target . | Cliff vest at 3 years if earned and employed; multi-tranche measurement as above . |
Note: Ms. VanDuyn’s individual grants are not itemized in the proxy; the tables above summarize the executive award framework.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares/%) | Not disclosed for Ms. VanDuyn; proxy lists NEOs and directors individually and the group aggregate; she is not a NEO or a director . |
| Stock ownership guidelines | Executive officers must own stock equal to ≥1x base salary; must meet within 5 years of March 21, 2023 or appointment date . |
| Hedging / pledging | Prohibited for directors, executive officers, and specified staff (no derivatives, no short sales; no pledging/margin accounts) . |
| Clawback | NYSE-compliant clawback of incentive compensation tied to financial reporting measures for 3 years prior to restatement . |
| ESPP | Employees (including execs) may contribute up to 15% of earnings; purchase at 85% of lower of start or purchase-date fair market value . |
Employment Terms
- At-will employment applies broadly; specific employment agreement terms are disclosed for certain NEOs (e.g., CFO, COO), but not for Ms. VanDuyn .
- Change-in-control and severance economics (illustrative for NEOs, not specific to Ms. VanDuyn):
- NEOs’ potential CoC payouts include cash severance, health benefits, and RSU acceleration, valued at $28.46 share price as of Jan 31, 2025; no unvested stock options outstanding at that date .
- Governance and policies:
- No tax gross-ups for severance or CoC benefits; no guaranteed bonuses or base salary increases; no retirement/pension/deferred comp plans; independent consultant retained; anti-hedging/anti-pledging; ownership guidelines; clawback policy .
Insider Transactions and Filing Compliance
| Date | Action | Detail |
|---|---|---|
| Oct 21, 2020 | Option exercise and sale | Late Form 4 reported Nov 2, 2021 for exercise of 9,281 options and sale of 10,834 shares . |
| Fiscal 2025 | Section 16 filing | Form 5 filed to report a delinquent Form 4 due to vendor administrative oversight . |
Compensation Peer Group (Program context)
- Fiscal 2025 peer group used for market reference included software/SaaS peers such as 8x8, Health Catalyst, PagerDuty, Jamf, PROS Holdings, Q2, LiveRamp, Verint, Zuora, among others (additions marked with asterisks) .
Investment Implications
- Alignment: Executive compensation structure ties incentive pay to revenue and Adjusted EBITDA (equal weighting) and long-horizon relative TSR PSUs, with back-weighted RSU vesting to support retention—positive for long-term alignment and operating discipline .
- Risk controls: Anti-hedging/pledging policy and ownership guidelines mitigate misalignment risk; NYSE-compliant clawback adds downside protection for investors .
- Data gaps: As a non-NEO executive, Ms. VanDuyn’s individual salary, target bonus, grant sizes, and ownership are not disclosed, limiting direct pay-for-performance and selling-pressure analysis; monitoring Form 4s remains necessary .
- Signal watch: Historical late Section 16 filings tied to administrative oversight and a 2020 option exercise/sale are minor governance flags; continued adherence to trading policies and ownership guidelines should be tracked for retention and alignment signals .