Edward Cahill
PhreesiaAbout Edward Cahill
Edward Cahill, 72, is an independent director of Phreesia, Inc. and has served on the Board since October 2007; his current term expires at the 2026 annual meeting . He is Managing Partner at HLM Investment Partners (since May 2000), with prior roles as Founding Partner at Cahill, Warnock & Company (now Camden Partners) and Managing Director leading the Healthcare Group at Alex. Brown & Sons; he holds a B.A. from Williams College and a Master of Public and Private Management from Yale University . The Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alex. Brown & Sons, Inc. | Managing Director; Head of Healthcare Group | 1986–1995 | Led healthcare banking coverage |
| Cahill, Warnock & Company (now Camden Partners) | Founding Partner | 1995–2000 | Early-stage healthcare investing |
| HLM Investment Partners | Managing Partner | 2000–present | Investing in emerging healthcare, services & tech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Care Options for Kids | Director | Current | Not disclosed |
| MedTel | Director | Current | Not disclosed |
| HarmonyCares | Board Observer | Current | Not disclosed |
| Mercy Health Services | Trustee | Current | Not disclosed |
| Johns Hopkins Medicine / Johns Hopkins Health System | Emeritus Trustee | Current | Not disclosed |
| Tandem Diabetes Care, Masimo Corp., Centene Corp., TyRx, Blue Rabbit Ventures, Persivia (and others) | Prior Director | Prior | Multiple public/private boards; specific committee service not disclosed |
Board Governance
- Committee assignments: Member, Compensation Committee; not on Audit or Nominating & Corporate Governance; Chair roles: none .
- Independence: Board determined Cahill is independent under NYSE listing standards .
- Attendance and engagement: In FY2025, the Board held 4 meetings and each director attended at least 75% of Board and committee meetings for which they served; all directors attended the 2024 annual meeting . Compensation Committee held 6 meetings, Audit 5, Nominating & Corporate Governance 4 .
- Leadership structure: Separate Chair (Michael Weintraub) and CEO roles; regular executive sessions of independent directors .
- Overboarding policy: Directors generally limited to ≤4 public company boards (including Phreesia); applies to new directorships after April 30, 2023 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Standard under non-employee director policy |
| Compensation Committee member fee | $7,500 | Member (not chair) |
| Fees earned or paid in cash | $47,452 | Actual FY2025 cash fees |
| Equity awards (RSUs/DSUs) | $184,997 | Annual RSU grant; he elected to receive the $39,952 Board retainer in DSUs |
| Total | $232,449 | Cash + equity |
- Non-employee director equity: Annual RSUs with grant-date fair value ~$185,000; time-based vesting; full acceleration upon a Sale Event or death/disability .
- DSU deferral program available; settlement generally after separation or 5 years from grant, per election .
Performance Compensation
| Metric | FY2025 |
|---|---|
| Director performance-linked pay (PSUs/options tied to metrics) | None disclosed; director equity is time-based RSUs/DSUs, not metric-based |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; committee members (including Cahill) were independent, and no Item 404 related-party relationships were disclosed for committee members in FY2025 .
- Related-party transactions: No transactions disclosed involving Cahill; related party items included Jazz Pharmaceuticals advertising revenue linked to another director (Mark Smith) and a family employment relationship (Linetsky) .
Expertise & Qualifications
- Board skills matrix: Healthcare industry experience; public company director experience; senior business executive experience; financial statements and accounting experience .
- Qualifications noted by Phreesia: Extensive board experience across healthcare, and investment expertise in healthcare companies .
Equity Ownership
| Item | Amount | As-of Date | Source |
|---|---|---|---|
| Shares beneficially owned | 41,762 | April 24, 2025 | |
| RSUs (unvested outstanding) | 8,490 | Jan 31, 2025 | |
| DSUs (outstanding) | 5,621 | Jan 31, 2025 | |
| Ownership % of shares outstanding | ~0.07% | April 24, 2025 | 41,762 / 59,459,574; inputs: |
| Pledged shares | None disclosed; pledging prohibited by policy | Policy | |
| Stock ownership guidelines (Directors) | 3× annual cash Board retainer; achieve within 5 years | Adopted Mar 21, 2023 |
- Guideline compliance signal: With 41,762 shares at $28.46 closing price on Jan 31, 2025 (~$1.19M), Cahill’s holdings exceed the 3× $40,000 (= $120,000) director ownership guideline inputs .
Governance Assessment
- Strengths: Independent since appointment; heavy equity weighting in director compensation (approx. 79% equity in FY2025), aligning interests; robust anti-hedging/anti-pledging policy and NYSE-compliant clawback; no related-party transactions involving Cahill disclosed; active committee engagement (Compensation) .
- Watch items: Long tenure since 2007 contrasted with Board’s average tenure goal of ≤10 years (goal applies to average Board tenure, not individual mandate); ongoing Board refreshment policy and diverse Board composition mitigate entrenchment concerns .
- Shareholder signals: Say-on-pay approval for NEOs was ~92% at the 2024 Annual Meeting, indicating generally supportive shareholder sentiment on compensation program design (context for Compensation Committee stewardship) .
Insider Trades
| Item | FY2025 Status | Notes |
|---|---|---|
| Section 16(a) filings | No late reports listed for Cahill | Proxy disclosed late filings for other executives, not for Cahill |
- Insider trading policy: Prohibits hedging and pledging company securities; trading windows and material non-public information controls apply to directors .
Compensation Committee Analysis
- Composition: Weintraub (Chair), Cahill, Munson; all independent; 6 meetings in FY2025 .
- Use of independent consultant: FW Cook retained; no conflicts; peer group reviewed and updated in April 2024 for competitiveness benchmarking .
- Practices: No tax gross-ups on severance/change-in-control; robust clawback; stock ownership guidelines; no guaranteed bonuses or salary increases for NEOs; no hedging/pledging .
RED FLAGS
- None specific to Cahill disclosed: no related-party transactions, no hedging/pledging, no Section 16(a) issues, no consultant conflicts, and director compensation is standard and equity-heavy .
Overall, Cahill presents as an experienced, independent healthcare investor with strong alignment via equity holdings and committee participation; the primary consideration is long tenure balanced by Board refreshment objectives and ongoing independence assessments .