David Linetsky
PhreesiaAbout David Linetsky
David Linetsky, age 45, is Senior Vice President, Network Solutions at Phreesia (PHR). He has served as SVP since March 2019, after roles spanning analytics and finance since 2008; he was an intern/consultant from 2005–2008 and became an executive officer in July 2019. He holds a B.S. in Mathematics (University of Alberta) and an M.Phil. in Mathematics and Logic (CUNY Graduate Center), where he was also a Ph.D. candidate . Company performance relevant to his incentive metrics: FY2025 revenue was $419.8M, Adjusted EBITDA was $37.7M, and FY2025 TSR value of a $100 investment was $91.81; Phreesia highlighted ~18% YoY revenue growth and improved Adjusted EBITDA, which fed formulaic bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phreesia | Senior Vice President, Network Solutions | Mar 2019–present | Leads Network Solutions; incentives tied to company revenue, Adjusted EBITDA, and relative TSR |
| Phreesia | Vice President, Analytics & Insights | Jul 2018–Mar 2019 | Advanced analytics to support performance insights |
| Phreesia | Vice President, Finance & Analytics | Jan 2015–Jul 2018 | Combined finance and analytics leadership |
| Phreesia | Director of Analytics | Jan 2013–Dec 2014 | Built analytics capabilities |
| Phreesia | Senior Mathematician | 2008–2012 | Quantitative/analytical foundation |
| Phreesia | Intern/Consultant | 2005–2008 | Early contributions preceding full-time hire |
Fixed Compensation
| Item | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
| Base Salary ($) | $384,487 | $400,000 | $400,000 |
| Target Bonus % of Salary | 75% | 75% | 75% (eligible) |
| Target Bonus ($) | $300,000 | $300,000 | $300,000 (eligible) |
| Actual Cash Bonus Paid ($) | $— (RSU election) | $193,650 | — |
| Actual Bonus Paid as Equity ($) | $— (RSU election) | $222,698 | — |
| Non-Equity Incentive (SCT) ($) | $177,315 | $197,340 | — |
Notes:
- For FY2025, Linetsky elected 50% of his earned bonus into fully vested RSUs at a 15% premium; others elected 100% .
- Committee held base salaries flat in FY2025 and FY2026 .
Performance Compensation
| Metric | Period Weighting | Target | Actual | Payout % | Vesting/Structure |
|---|---|---|---|---|---|
| Revenue (GAAP) | 1H FY2025: 30% | $202,774k | $203,332k | 106.3% | Cash bonus, paid semi-annually; RSU election at 15% premium optional |
| Adjusted EBITDA | 1H FY2025: 30% | $(1,513)k | $10,622k | 150.0% (cap) | Same as above |
| Revenue (GAAP) | Full FY2025: 70% | $417,003k | $420,200k | 117.6% | Same as above |
| Adjusted EBITDA | Full FY2025: 70% | $28,501k | $37,700k | 148.4% | Same as above |
| Relative TSR PSUs | Equity | Target = 55th percentile | Earn-out schedule 0–220% | Interpolated | 50% measured at 2.5 yrs; 50% at 3 yrs; both tranches cliff vest at 3 years; no >100% if 3-yr TSR negative |
Overall FY2025 weighted bonus payout was 129.1% (30% half-year at 128.2% and 70% annual at 129.5%) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Apr 24, 2025) | 120,343 shares; includes 119,825 directly (5,689 by spouse), 233 spouse RSUs vesting within 60 days, and 285 spouse options exercisable within 60 days |
| Ownership % of Outstanding | * (less than 1%) of 59,459,574 shares outstanding |
| Outstanding RSUs (Unvested, Jan 31, 2025) | 13,361 (1/14/22); 22,592 (1/15/23); 16,500 (1/02/24); 53,990 (1/02/25) |
| Market Value of Unvested RSUs | $380,254; $642,968; $469,590; $1,536,555 respectively (at $28.46) |
| Outstanding PSUs (Unearned) | 28,240 (1/15/23); 88,000 (1/02/24); 53,990 (1/02/25) |
| Market/Payout Value of PSUs | $803,710; $2,504,480; $1,536,555 respectively (at $28.46) |
| Options | No personal unvested options; spouse has 285 options noted above; company stated no unvested options as of 1/31/25 |
| RSU Vesting Schedule | Back-weighted: 10% year 1, 20% year 2, 30% year 3, 40% year 4 |
| PSU Structure | Relative TSR vs Russell 3000; 50% measured at 2.5 yrs, 50% at 3 yrs; cliff vest at 3 yrs; earn-out 0–220%; caps when 3-yr TSR negative |
| Ownership Guidelines | Must own stock ≥ 1x base salary within 5 years; NEOs making progress; CEO at 6x salary |
| Hedging/Pledging | Prohibited for directors/executives; margin accounts not allowed; anti-hedging policy |
Employment Terms
| Provision | Outside Change-in-Control (CIC) | CIC + Termination within 24 months |
|---|---|---|
| Cash Severance | 12 months base salary + pro-rated bonus based on actual performance | 1.5x (base + target bonus) + pro-rated target bonus |
| Equity Acceleration | Time-based awards that would vest in next 12 months accelerate | All remaining time-based awards accelerate at termination; additionally 50% accelerates at CIC and remaining 50% on 1-year anniversary with service |
| Health Benefits (COBRA) | Employer contribution up to 12 months (employee pays active rate) | Up to 18 months (employee pays active rate) |
| Estimated Payments (as of Jan 31, 2025, stock $28.46) | Cash $700,000; Health $4,404; Equity $1,011,924; Total $1,716,328 | Cash $900,000; Health $6,606; Equity $3,029,368; Total $3,935,974 |
| Term/At-will | At-will; second amended and restated agreement effective Feb 1, 2021; FY2026 base $400,000; eligible target bonus $300,000 | |
| Clawback | NYSE-compliant recovery of incentive comp upon restatement (3-year look-back) |
Related Party Transactions and Governance Notes
- Spouse employed at Phreesia since 2018; FY2025 compensation: base ~$215,000, variable bonus $14,450, RSUs ~$72,323; determined under standard practices .
- Two late Forms 4 filed for Linetsky (and certain spouse transactions), attributed to vendor administrative oversight .
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 400,000 | 3,370,573 | 151,645 | 3,922,218 |
| 2024 | 384,487 | 3,912,412 | 177,315 | 4,474,215 |
| 2025 | 400,000 | 3,896,713 | 197,340 | 4,494,053 |
Notes:
- FY2025 stock awards include PSUs/RSUs and his elected RSU bonus portion ($222,694 embedded in Stock Awards) .
- Payroll cadence changed bi-monthly to bi-weekly in arrears in Dec 2023, affecting reported salary timing .
Compensation Structure Analysis
- Equity-heavy mix with PSUs at 50% of target equity value for Linetsky; RSUs back-weighted to enhance retention .
- Bonus plan is formulaic, tied to revenue and Adjusted EBITDA with capped payouts; FY2025 aggregate payout 129.1% with no discretionary adjustments—strong pay-for-performance alignment .
- RSU election with 15% premium conserves cash; Linetsky elected 50% RSUs, reducing immediate selling but creating continued equity overhang .
- No tax gross-ups on severance/CIC; clawback in place; anti-hedging/pledging supports alignment .
Investment Implications
- Alignment: High exposure to relative TSR via PSUs and revenue/Adjusted EBITDA-driven cash incentives suggests strong linkage to shareholder value creation; downside caps on PSU earn-outs when 3-year TSR is negative reduce windfall risk .
- Retention and Selling Pressure: Back-weighted RSU vesting (10/20/30/40) and sizable unvested RSUs/PSUs imply multi-year retention, but create periodic supply overhang at anniversaries and PSU vest dates; hedging/pledging prohibitions mitigate forced selling risk .
- Change-in-Control Economics: 1.5x salary+bonus CIC severance and full acceleration upon termination within 24 months are standard but meaningful; estimated CIC termination value ~$3.94M at $28.46 implies potential incentives in strategic transactions .
- Governance: Late Forms 4 (vendor oversight) and spouse employment are modest governance flags but disclosed; clawback and ownership guidelines (≥1x salary within 5 years) are positives .
- Performance Signals: FY2025 revenue beat and Adjusted EBITDA outperformance drove above-target bonuses; relative TSR framework means PSU value is sensitive to multi-year market-relative performance, offering a signal to monitor against Russell 3000 peers .