Balaji Gandhi
PhreesiaAbout Balaji Gandhi
Balaji Gandhi, 51, is Chief Financial Officer of Phreesia (PHR) since March 24, 2023, with prior roles leading Investor Relations at Phreesia and CFO at Madaket Inc.; he holds a B.A. from the University of Rochester and an MHSA from The George Washington University . Under his tenure, Phreesia delivered FY2025 revenue of $419.8M (+18% YoY), swung to positive Adjusted EBITDA of $36.8M from a prior-year loss, and generated positive free cash flow of $8.3M, signaling improved operating discipline and cash conversion . Shareholder support for executive pay remains strong (92% say‑on‑pay approval in 2024), though company PSUs granted in FY2022 paid out at 53.5% of target (36.17th percentile TSR vs. Russell 3000), indicating below‑median multi-year TSR performance for that measurement period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Phreesia | Chief Financial Officer | Mar 2023–Present | Finance leadership during return to positive Adj. EBITDA and FCF in FY2025 |
| Phreesia | SVP, Investor Relations | Feb 2021–Mar 2023 | Investor communications and capital markets engagement |
| Phreesia | VP, Investor Relations | Jul 2019–Jan 2021 | Pre‑IPO IR build‑out and investor education |
| Madaket Inc. | Chief Financial Officer | Jul 2017–Jun 2019 | SaaS healthcare CFO experience prior to joining PHR |
External Roles
No public company directorships or external board roles disclosed.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $400,000 | $400,000 |
| Target Bonus (% of salary) | 75% | 75% |
| Target Bonus ($) | $300,000 | $300,000 |
| Actual FY2025 Bonus Earned ($) | — | $387,300 (129.1% of target) |
| FY2025 Bonus Form | — | 100% in fully‑vested RSUs (15% premium → $445,395 equity) |
Notes:
- NEO base salaries were held flat; FY2026 base for Gandhi remains $400,000 .
- Bonus-to-RSU election adds 15% premium; CEO/COO must hold bonus RSUs for 1 year, but CFO has no such holding requirement (potential liquidity/selling pressure near grant dates) .
Performance Compensation
Annual Cash Bonus Plan (Design and Outcomes)
- Metrics/weights: Revenue (50%) and Adjusted EBITDA (50%), with H1 (30% weight) + Full Year (70% weight) structure; payouts formulaic with no discretion .
- Thresholds/targets/max and outcomes:
H1 FY2025 (30% weight)
| Measure | Target | Actual | Achievement | Payout |
|---|---|---|---|---|
| Revenue ($000) | 202,774 | 203,332 | 100.3% | 106.3% |
| Adjusted EBITDA ($000) | (1,513) | 10,622 | 700.5% | 150.0% |
| Weighted H1 Payout | — | — | — | 128.2% |
Full-Year FY2025 (70% weight)
| Measure | Target | Actual | Achievement | Payout |
|---|---|---|---|---|
| Revenue ($000) | 417,003 | 420,200 | 100.8% | 117.6% |
| Adjusted EBITDA ($000) | 28,501 | 37,700 | 132.3% | 148.4% |
| Weighted FY Payout | — | — | — | 129.5% |
Overall FY2025 weighted payout: 129.1% of target .
Equity Incentives (PSUs/RSUs)
- RSU vesting: back‑weighted 10%/20%/30%/40% annually over 4 years to maximize retention .
- PSU metric: 50% measured over 2.5 years and 50% over 3 years; relative TSR vs Russell 3000, target at 55th percentile; payout range 0–220% with guardrails if 3‑year TSR is negative .
- FY2022 PSU cycle earned 53.5% (36.17th percentile TSR), evidencing below‑median TSR over that period .
2025 Equity Grants (Detail)
| Grant | Type | Grant date | Shares/Units | Payout range | Grant date fair value ($) |
|---|---|---|---|---|---|
| Annual PSU | PSU (relative TSR) | 01/02/2025 | Target 53,990; Max 118,778 | 35%–220% of target | 2,314,011 |
| Annual RSU | RSU | 01/02/2025 | 53,990 | Time‑vest (10/20/30/40) | 1,360,008 |
| H1 Bonus (paid in RSUs) | RSU (bonus) | 09/06/2024 | 5,633 | Fully vested | 132,657 |
| FY (2H) Bonus (paid in RSUs) | RSU (bonus) | 01/31/2025 | Target 8,638; Max 12,958 | Fully vested | 312,753 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 14,688 shares (<1%) as of April 24, 2025 |
| Unvested RSUs (by grant) at 1/31/2025 | 5,626 (1/14/2022) ; 13,061 (1/15/2023) ; 16,071 (3/24/2023) ; 16,500 (1/02/2024) ; 53,990 (1/02/2025) |
| Unvested PSUs (by grant) at 1/31/2025 | 16,238 (1/15/2023) ; 13,492 (3/24/2023) ; 88,000 (1/02/2024) ; 53,990 (1/02/2025) |
| Market value of RSUs at 1/31/2025 | $1,536,555 for 1/02/2025 RSUs; see grant‑level valuations in table |
| Market value of PSUs at 1/31/2025 | $1,536,555 for 1/02/2025 PSUs; see grant‑level valuations in table |
| Options | 5,625 exercisable (26.67 strike, 7/7/2029 expiry) |
| Hedging/Pledging | Prohibited for directors/officers; no pledging allowed |
| Ownership guidelines | Executives must hold stock = 1x base salary within 5 years; NEOs progressing toward compliance |
Insider selling pressure considerations:
- Bonus RSUs are fully vested at grant; CFO is not subject to 1‑year holding (applies to CEO/COO only), increasing potential liquidity around grant dates (e.g., Sep 6, 2024 and Jan 31, 2025) .
Employment Terms
| Provision | Summary |
|---|---|
| Employment | At‑will; Second Amended & Restated Employment Agreement effective Mar 24, 2023 |
| Base/Bonus (current) | Base $400,000; Target bonus $300,000 (75% of salary) |
| Severance (no CIC) | 12 months base salary; pro‑rated bonus based on actual performance; acceleration of time‑based equity that would vest in next 12 months; up to 12 months COBRA (all subject to release) |
| Change‑in‑Control (CIC) equity | 50% of time‑based equity vests at CIC; remaining 50% vests on 1‑yr anniversary if still employed; if terminated within 24 months post‑CIC, all remaining time‑based equity vests |
| CIC severance (double‑trigger) | 1.5x (base + target bonus) lump sum; pro‑rated target bonus; up to 18 months COBRA (subject to release) |
| 280G/4999 | Best‑net cutback—no excise tax gross‑up |
| Clawback | NYSE‑compliant clawback for executive officers |
| Non‑compete | 1 year post‑employment; scope defined to “Competing Business” in geographies served by PHR |
| Non‑solicit | 1 year (customers); 2 years (employees/contractors) |
Estimated Potential Payments (as of 1/31/2025, PHR $28.46)
| Scenario | Cash Severance | Health Benefits | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination without Cause (non‑CIC) | $700,000 | $0 | $808,634 | $1,508,634 |
| Termination without Cause or Good Reason (post‑CIC, within 24 months) | $900,000 | $0 | $2,995,358 | $3,895,358 |
Investment Implications
- Pay-for-performance alignment: High equity mix (50% of Gandhi’s 2025 target equity in PSUs) with relative TSR design and back‑weighted RSUs enhances retention and long‑term alignment; below‑median FY2022 PSU payout (53.5%) underscores that equity outcomes track shareholder returns .
- Liquidity/selling pressure: Bonus RSUs are fully vested at grant and CFO is not subject to a post‑grant holding period, creating potential near‑term selling windows around bonus equity grant dates; the RSU 10/20/30/40 schedule increases release sizes in years 3–4 (supply risk) .
- Retention risk: Outside CIC, severance is moderate (1x salary plus 12 months time‑based equity acceleration), while double‑trigger CIC protection at 1.5x salary+bonus and full time‑based acceleration is competitive but not excessive; the hybrid single‑trigger 50% acceleration at CIC is a governance watchpoint .
- Execution record: FY2025 delivered double‑digit revenue growth (+18%), a swing to positive Adjusted EBITDA ($36.8M), and positive FCF ($8.3M), improving financial flexibility; however, the multi‑year TSR measurement for FY2022 PSUs indicates TSR underperformance vs the Russell 3000 for that period, highlighting the need to sustain operating momentum to drive share performance .
- Governance quality: No hedging/pledging, no tax gross‑ups, active clawback, and strong say‑on‑pay support (92% in 2024) are shareholder‑friendly .