Evan Roberts
PhreesiaAbout Evan Roberts
Evan Roberts is Chief Operating Officer of Phreesia (PHR), serving since January 2019; prior roles include VP of Customer Solutions (2012–2019) and Chief Technology Officer from the company’s inception (2005–2012). He is 46 and holds a B.S. in Computer Engineering from Tufts University . Company performance in FY2025 (ended Jan 31, 2025) included revenue of $419.8M (+18% YoY), a swing to positive Adjusted EBITDA of $36.8M from a prior-year loss, positive operating cash flow of $32.4M, and free cash flow of $8.3M; say‑on‑pay support at the 2024 annual meeting was ~92% . Relative TSR PSUs granted in FY2022 paid out at 53.5% of target, reflecting performance at the 36.17th percentile vs. the Russell 3000 over the 3‑year period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phreesia, Inc. | Chief Operating Officer | Jan 2019 – present | Not disclosed in proxy |
| Phreesia, Inc. | Vice President, Customer Solutions | Jan 2012 – Jan 2019 | Not disclosed in proxy |
| Phreesia, Inc. | Chief Technology Officer | Jan 2005 – Jan 2012 | Not disclosed in proxy |
External Roles
No external public company directorships or external roles for Evan Roberts are disclosed in the proxy’s Executive Officers section .
Fixed Compensation
| Item | FY2025 | Notes |
|---|---|---|
| Base Salary | $400,000 | FY2026 base remains $400,000 under current agreement |
| Target Bonus % | 75% of base (target $300,000) | Structure unchanged into FY2026 |
| Actual Bonus Paid (FY2025) | $445,395 in fully vested RSUs (15% premium to earned cash bonus) | Weighted payout 129.1%; COO elected 100% equity; 1‑year holding requirement on bonus RSUs for CEO and COO |
Performance Compensation
Annual Cash Bonus Plan – Metrics, Goals, Results, Payout (FY2025)
| Period | Metric (50% weight each) | Goal ($M) | Result ($M) | Achievement (%) | Payout (%) |
|---|---|---|---|---|---|
| 1H FY2025 | Revenue | 202.774 | 203.332 | 100.3 | 106.3 |
| 1H FY2025 | Adjusted EBITDA | (1.513) | 10.622 | 700.5 | 150.0 |
| Full FY2025 | Revenue | 417.003 | 420.200 | 100.8 | 117.6 |
| Full FY2025 | Adjusted EBITDA | 28.501 | 37.700 | 132.3 | 148.4 |
| Weighted Total | — | — | — | — | 129.1 weighted payout |
- Design: 30% weighting 1H + 70% full year; purely formulaic, no discretionary adjustments .
Equity Awards – Grant Sizing, Mix, and Vesting
| Grant Type | Grant Date | Shares/Target | Vesting / Performance | Grant-Date FV (if disclosed) |
|---|---|---|---|---|
| PSUs (relative TSR) | 01/02/2025 | Target 53,990; Threshold 18,897; Max 118,778 | Earnout 0–220% vs. Russell 3000 using 2.5‑yr and 3‑yr measurement tranches; cliff vests at 3 years; negative 3‑yr TSR caps combined earnout ≤100% | $2,314,011 |
| RSUs (time-based) | 01/02/2025 | 53,990 | 10%/20%/30%/40% on each 1st–4th anniversary; back‑weighted to enhance retention | $1,360,008 |
- Mix for NEOs: Roberts elected 50% of target equity value in PSUs and 50% in RSUs; grants determined using 60‑day VWAP methodology .
- Prior PSU cohort (FY2022 grant) paid out at 53.5% based on 36.17th percentile relative TSR .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Evan Roberts | 737,587 | 1.2% |
- Stock ownership guidelines: Executive officers must hold stock equal to at least 1x base salary within five years of March 21, 2023 or appointment; NEOs are “making progress” toward compliance .
- Anti‑hedging/anti‑pledging: Directors and executive officers are prohibited from hedging and pledging Phreesia securities; no margin accounts .
Outstanding Awards at FY2025 Year‑End (as of Jan 31, 2025)
| Award | Detail | Count/Value |
|---|---|---|
| RSUs (unvested) | 01/14/2022 grant | 13,361 units; $380,254 market value |
| RSUs (unvested) | 01/15/2023 grant | 22,592 units; $642,968 market value |
| RSUs (unvested) | 01/02/2024 grant | 16,500 units; $469,590 market value |
| RSUs (unvested) | 01/02/2025 grant | 53,990 units; $1,536,555 market value |
| PSUs (unearned) | 01/15/2023 cohort | 28,240 target units; $803,710 payout value basis |
| PSUs (unearned) | 01/02/2024 cohort | 88,000 target units; $2,504,480 payout value basis |
| PSUs (unearned) | 01/02/2025 cohort | 53,990 target units; $1,536,555 payout value basis |
| Stock Options (exercisable) | 01/31/2018 | 44,935 @ $4.71; exp. 01/30/2028 |
| Stock Options (exercisable) | 03/27/2019 | 22,755 @ $8.03; exp. 01/16/2029 |
- FY2025 activity: Roberts exercised 23,330 options ($506,494 value realized) and had 79,000 shares vest from stock awards ($1,995,075 value realized) .
Vesting / Near‑term Supply Considerations
- RSUs vest 10%/20%/30%/40% annually, back‑weighted for retention; bonus RSUs elected by CEO/COO are subject to a 1‑year holding period, reducing near‑term selling pressure on those shares .
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Second Amended & Restated Employment Agreement effective Feb 1, 2021; at‑will |
| Current Cash Comp | FY2026 base salary $400,000; target annual bonus $300,000 |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason outside a change in control: 12 months base salary; pro‑rated actual bonus; 12 months of time‑based equity acceleration; up to 12 months COBRA subsidy (employee pays active rate) upon COBRA election; release required |
| Change‑in‑Control (CIC) – Single Trigger | 50% of unvested time‑based equity accelerates at CIC; remaining 50% vests on first anniversary, subject to continued service |
| CIC + Qualifying Termination (Double Trigger within 24 months post‑CIC) | 1.5x (base salary + target bonus); pro‑rated target bonus; up to 18 months COBRA subsidy; all remaining time‑based equity fully accelerates; release required |
| PSUs and CIC Mechanics | Upon CIC, PSU earnout is determined for the CIC measurement period vs. index; earned PSUs vest at CIC if employed through the CIC date, per award agreement |
| Clawback | NYSE‑compliant policy to recover incentive comp tied to financial metrics for 3 years prior to a required restatement |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Pensions/Deferred Comp | No pension or nonqualified deferred compensation plans for NEOs |
| Tax Gross‑Ups | No tax gross‑ups on severance/CIC benefits |
Multi‑Year Compensation (Summary Compensation Table – Evan Roberts)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 400,000 | 384,487 | 400,000 |
| Stock Awards ($) | 3,545,056 | 4,115,206 | 4,119,429 |
| Non‑Equity Incentive ($) | — | — | — (bonus taken in RSUs; included in Stock Awards) |
| Total ($) | 3,945,056 | 4,499,693 | 4,519,429 |
Compensation Structure Analysis
- Greater at‑risk pay and equity emphasis: Base salaries held flat; bonus outcomes were strictly formulaic on revenue and Adjusted EBITDA with 129.1% FY2025 payout; NEOs could elect RSU settlement with a 15% premium, and the COO elected 100% equity with a 1‑year hold on bonus RSUs .
- Shift from options to RSUs/PSUs: Company granted no options in FY2025, favoring time‑based RSUs and relative‑TSR PSUs; Roberts’ FY2025 equity was 50% PSUs/50% RSUs .
- Peer benchmarking and governance: Compensation committee uses a software/SaaS peer group (e.g., PagerDuty, Zuora, Verint, etc.) with FW Cook advising; CEO TDC targeted below median; no hedging/pledging; no tax gross‑ups; NYSE‑compliant clawback .
Investment Implications
- Alignment: High equity mix (RSUs with back‑weighted vesting and PSUs tied to relative TSR) plus stock ownership guidelines and anti‑hedging/pledging policies support alignment with shareholders .
- Near‑term supply: The COO’s election to receive 100% of the FY2025 bonus in RSUs with a one‑year holding period, combined with back‑weighted RSU vesting, tempers immediate selling pressure despite ongoing vesting and some option exercises in FY2025 .
- Pay for performance: Bonus plan driven 50/50 by revenue and Adjusted EBITDA delivered a 129.1% payout alongside 18% revenue growth and a swing to positive Adjusted EBITDA; prior PSU cohort paid at 53.5%, indicating TSR moderation over that 3‑year window .
- Retention and CIC protections: Moderate severance and double‑trigger CIC economics (1.5x cash + full acceleration of time‑based equity) reduce retention risk in strategic scenarios while PSUs in CIC are earned per plan rules, limiting windfalls .