Chaim Indig
PhreesiaAbout Chaim Indig
Chaim Indig, 46, co‑founded Phreesia in 2005 and has served as Chief Executive Officer and director since inception, leading the company through its 2019 IPO and building a national healthcare SaaS footprint; prior to Phreesia he introduced Spotfire’s analytics software into the pharmaceutical marketing space . FY2025 operating highlights under his tenure included 18% revenue growth to $419.8M, a swing to positive Adjusted EBITDA of $36.8M (from negative $35.4M in FY2024), positive operating cash flow of $32.4M, and positive free cash flow of $8.3M . Relative TSR PSUs granted in FY2022 paid out at 53.5% of target based on a 36.17th percentile 3‑year TSR versus the Russell 3000, indicating underperformance versus the index in that period . The Board maintains separate Chair and CEO roles; Indig is not independent (7 of 8 directors are independent) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phreesia, Inc. | Co‑founder; Chief Executive Officer; Director | 2005–present | Led IPO in 2019; scaled national footprint; recognized among Top 50 SaaS CEOs (2021–2023) |
| Spotfire, Inc. | Executive leading pharma marketing entry | Pre‑2005 | Introduced analytics software into pharmaceutical marketing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in DEF 14A biography for Indig |
Fixed Compensation
Multi‑year CEO compensation:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 515,000 | 495,027 | 515,000 |
| Stock Awards ($) | 7,089,450 | 7,778,280 | 9,996,050 |
| Non‑Equity Incentive ($) | — (RSUs election) | — (RSUs election) | — (RSUs election) |
| Total ($) | 7,604,450 | 8,273,308 | 10,511,050 |
Annual cash bonus target and structure (Senior Executive Cash Incentive Bonus Plan):
| Item | FY2025 |
|---|---|
| Target Bonus % of Salary | 100% of $515,000 = $515,000 |
| Bonus Metrics/Weights | Revenue 50%; Adjusted EBITDA 50% (H1 weight 30%; FY weight 70%) |
Director compensation: As an employee director, Indig receives no additional director fees; non‑employee director compensation policy applies only to independent directors .
Performance Compensation
Annual cash bonus outcomes (FY2025):
| Period | Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|---|
| H1 FY2025 (30%) | Revenue | 50% | $202,774k | $203,332k | 106.3% |
| H1 FY2025 (30%) | Adjusted EBITDA | 50% | $(1,513)k | $10,622k | 150.0% |
| Full FY2025 (70%) | Revenue | 50% | $417,003k | $420,200k | 117.6% |
| Full FY2025 (70%) | Adjusted EBITDA | 50% | $28,501k | $37,700k | 148.4% |
Bonus election and payout form:
- Indig elected 100% of the earned cash bonus in fully‑vested RSUs at a 15% premium; total earned at 129.1% of target ($664,865), paid as equity ($764,595) with a one‑year holding requirement for CEO .
FY2025 equity grants (granted 1/2/2025):
| Award Type | Grant Date | Shares (Threshold) | Shares (Target) | Shares (Max) | Grant‑Date FV ($) | Vesting |
|---|---|---|---|---|---|---|
| PSUs (Relative TSR) | 01/02/2025 | 65,728 | 187,793 | 413,145 | 8,048,808 | Cliff vest at 3 years; performance measured at 2.5y and 3y vs Russell 3000 (0–220% earnout; cap at 100% if 3‑year TSR negative) |
| RSUs | 01/02/2025 | — | 46,948 | — | 1,182,620 | 10/20/30/40% annual installments over 4 years |
| Bonus RSUs (H1) | 09/06/2024 | — | 9,670 | — | 227,729 | Fully vested (CEO subject to 1‑year holding) |
| Bonus RSUs (FY) | 01/31/2025 | 14,829 (target) | 22,244 (max) | — | 536,893 | Fully vested (CEO subject to 1‑year holding) |
PSU performance curve:
- Target earnout at 55th percentile TSR; 35% threshold at 20th percentile; 220% max at 90th percentile; interpolation between points; cap if 3‑year TSR negative .
Equity Ownership & Alignment
Beneficial ownership (as of April 24, 2025; 59,459,574 shares outstanding):
| Holder | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Chaim Indig | 1,868,197 | 3.1% | Includes 1,378,685 common (255,000 via family trust) and 489,512 options exercisable within 60 days |
Outstanding awards and vesting (as of Jan 31, 2025):
| Award | Grant Date | Unvested RSUs (#) | Unearned PSUs (#) | Notes |
|---|---|---|---|---|
| RSU | 01/14/2022 | 22,855 | — | 6.25% per quarter over 4 years; double‑trigger acceleration on CoC |
| RSU | 01/15/2023 | 35,300 | 70,601 | PSUs subject to TSR earnout; RSUs annual vesting cadence |
| RSU | 01/02/2024 | 31,500 | 168,000 | PSU tranche |
| RSU | 01/02/2025 | 46,948 | 187,793 | PSU tranche |
| Stock Options | 01/31/2018; 03/27/2019 | 23,703; 465,809 (exercisable) | — | Exercise prices $4.71 and $8.03; fully vested |
Alignment policies:
- CEO stock ownership guideline: 6× base salary; executives must achieve within 5 years from March 21, 2023 or appointment; all NEOs progressing toward compliance .
- Hedging and pledging prohibited for directors and executive officers; margin accounts prohibited for covered personnel .
- NYSE‑compliant clawback policy for incentive comp tied to financial reporting measures .
Employment Terms
Key provisions (Second Amended and Restated Employment Agreement effective Feb 1, 2021):
| Provision | Terms |
|---|---|
| Employment term | At‑will; no fixed term |
| FY2026 Base/Target Bonus | Base $515,000; Target bonus $515,000 |
| Severance (no CoC) | 18 months base salary; pro‑rated bonus based on actual performance; 18 months COBRA contribution; acceleration of time‑based equity vesting over next 18 months |
| Change‑of‑Control (double trigger within 24 months) | 2× (base + target bonus); pro‑rated target bonus; up to 18 months COBRA; full acceleration of remaining time‑based equity upon termination |
| Equity acceleration on CoC (no termination) | 50% of time‑based equity vests at close; remaining vests on first anniversary (continued service required) |
| Estimated benefits (illustrative at $28.46 share price, 1/31/2025) | No CoC: total $2,885,548 (cash $1,287,500; benefits $12,854; equity acceleration $1,585,194) . CoC + termination: total $5,445,575 (cash $1,545,000; benefits $12,854; equity acceleration $3,887,721) |
| Tax gross‑ups | None (280G/4999 cut‑back to maximize after‑tax) |
| Pension/SERP | None (outside 401(k)) |
| Perquisites | None (beyond broad‑based benefits) |
Board Governance
- Board independence and structure: 7 of 8 directors independent; CEO is non‑independent; separate Chair (Michael Weintraub) and CEO roles; regular executive sessions of independent directors .
- Committees: Audit (Chair Munson; members Goldstein, Sayar); Compensation (Chair Weintraub; members Cahill, Munson); Nominating & Corporate Governance (Chair Smith; members Egbuonu‑Davis, Weintraub) .
- Attendance: Board held 4 meetings in FY2025; each director attended ≥75% of aggregate board and committee meetings; directors attended the 2024 annual meeting .
- Director compensation: Employee directors receive no fees; non‑employee policy: $40,000 board retainer; additional chair/committee retainers; annual $185,000 RSUs; optional DSU deferral; accelerated vesting on sale event or death/disability; Chair eligible for up to $95,000 additional cash (cap $200,000 total) .
Say‑on‑Pay and Peer Group
- Say‑on‑Pay: 2024 approval ≈92% of votes cast; annual say‑on‑pay frequency maintained .
- Compensation peer group (FY2025): 8x8; A10 Networks; Accolade; Alarm.com; Bandwidth; Digital Turbine; E2open Parent; Health Catalyst; HealthEquity; Intapp; Jamf; LivePerson; LiveRamp; MultiPlan; N‑able; PagerDuty; Progress Software; PROS Holdings; Q2; Verint Systems; Zuora (asterisks denote peers added for FY2025) .
Compensation Structure Analysis
- Equity‑heavy mix and PSU emphasis: CEO received 80% of target equity as PSUs for the second consecutive year, increasing at‑risk pay tied to relative TSR .
- Cash discipline and equity bonus elections: All NEOs (except Linetsky at 50%) elected RSU settlement for FY2025 bonuses at a 15% premium; CEO/COO subject to 1‑year holding, reducing near‑term selling pressure .
- No salary increases: CEO’s base unchanged for four consecutive pay cycles; all NEO base salaries held flat for FY2025 and FY2026 .
- Strong formulaic bonus outcomes: Weighted payout 129.1% driven by revenue and Adjusted EBITDA beats; no discretionary adjustments .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin accounts prohibited for covered insiders .
- Clawback policy in place .
- No compensation tax gross‑ups; no SERP/pension; no perquisites beyond broad‑based benefits .
- PSU earnout at 53.5% for FY2022 grants reflects TSR underperformance vs Russell 3000 constituents (36.17th percentile) .
Equity Ownership & Trading Signals
- Ownership: Indig beneficially owns 1,868,197 shares (3.1%), including 489,512 options exercisable within 60 days; presence of family trust holdings noted; substantial RSU/PSU overhang with multi‑year vesting supports retention alignment .
- Option/RSU activity: FY2025 option exercises of 7,159 shares ($152,783 value realized) and RSU vesting value realized of $3,891,147; bonus RSUs subject to holding period for CEO .
Investment Implications
- Alignment: High PSU weighting and strict anti‑hedging/pledging plus 6× salary ownership guideline indicate strong long‑term alignment; CEO’s equity‑settled bonus with holding period reduces near‑term supply overhang .
- Performance sensitivity: Bonus outcomes are formulaic to revenue/Adjusted EBITDA, and PSU vesting depends on relative TSR, providing balanced growth/profitability incentives but exposing pay to market‑relative performance; recent PSU earnout below target highlights sensitivity to TSR .
- Retention and change‑of‑control: 18‑month severance and equity acceleration (no CoC); 2× cash multiple and full time‑based equity acceleration on double‑trigger CoC support retention while avoiding tax gross‑ups; equity back‑weighted vesting (10/20/30/40) increases stickiness .
- Governance quality: Separate Chair/CEO, fully independent committees, robust attendance, and positive say‑on‑pay (92%) reduce governance risk; employee director role for CEO without extra fees mitigates compensation creep concerns .