Gillian Munson
PhreesiaAbout Gillian Munson
Independent director at Phreesia since 2019 (Class III), age 54, nominated for re‑election through 2028; currently Chief Financial Officer of Vimeo (since April 2022), and designated Audit Committee Chair and audit committee financial expert at Phreesia, reflecting deep finance, public company, and technology operating experience . Education: B.A. in Political Science and Economics from The Colorado College; prior roles in equity research, venture capital, and multiple public-company CFO seats .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vimeo, Inc. | Chief Financial Officer | Apr 2022–present | Public company CFO; cross‑industry financial leadership |
| One Medical | Special Advisor to CFO | Oct 2021–Mar 2022 | Strategic finance advisory |
| Iora Health, Inc. | Chief Financial Officer | Dec 2020–Sep 2021 (until sale to One Medical) | Transaction execution; healthcare finance |
| Union Square Ventures | Partner | Prior to XO Group | Investment perspective |
| XO Group Inc. (The Knot Inc.) | CFO, Treasurer, Secretary | 2013–2019 | Public company finance leadership |
| Symbol Technologies, LLC | Prior role | Earlier career | Technology operating experience |
| Morgan Stanley; Hambrecht & Quist | Prior roles | Earlier career | Equity research/investment banking foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duolingo, Inc. (NASDAQ: DUOL) | Director | Current | Public company directorship |
| Southern Vermont Art Center | Director | Current | Non-profit board |
| The St. Regis Foundation | Director | Current | Non-profit board |
| Monster Worldwide, Inc. | Director | Prior | Former public company board |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Ms. Munson is independent under NYSE rules . |
| Committee assignments | Audit (Chair; financial expert), Compensation (Member) . |
| Attendance | In FY2025, Board held 4 meetings; each director attended ≥75% of Board and applicable committee meetings; all directors attended 2024 annual meeting . |
| Committee activity | Audit Committee held 5 meetings; Compensation held 6; Nominating & Corporate Governance held 4 (Munson not listed as member) . |
| Leadership structure | Separate Chair and CEO; independent Chair (Weintraub) . |
| Executive sessions | Regular executive sessions of independent directors . |
| Overboarding policy | Max 4 public boards; if an executive at a public company, max 3; time availability expected . |
Fixed Compensation
| Component | Policy | FY2025 Actual (Munson) |
|---|---|---|
| Board cash retainer | $40,000 annual; payable quarterly; optional conversion to unrestricted stock units (Converted Cash Retainer) . | Included in cash fees; elected to receive Board retainer as DSUs . |
| Committee chair/member fees | Audit Chair $25,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 . | Cash fees earned $72,452 (reflecting chair/member roles) . |
| Non‑exec Chair incremental | Up to $95,000, cap $200,000 total (Chair only; not applicable to Munson) . | N/A . |
| FY2025 total director pay | — | $257,449 total; $72,452 cash; $184,997 stock awards . |
Performance Compensation
| Component | Structure | FY2025 Detail |
|---|---|---|
| Annual equity grant | RSUs with $185,000 grant‑date fair value; vest in full by next annual meeting (or 1‑year); accelerated vesting on sale event, death, disability . | Included in $184,997 stock awards total . |
| DSU program (deferred settlement) | Optional deferral of Converted Cash Retainer and Annual Grant into DSUs; settlement choices (post‑service or 5 years from grant), Section 409A compliant . | Munson elected Board retainer into DSUs; held 26,858 DSUs as of 1/31/2025 . |
| Performance metrics | Director equity vests time‑based; no disclosed performance metrics for director equity . |
Other Directorships & Interlocks
- Current public board: Duolingo; executive role at Vimeo (public company CFO), which triggers stricter overboarding limits—policy cap of 3 boards for public-company executives; Munson’s disclosed roles (PHR + DUOL) are within policy .
- Related‑party transactions: None disclosed involving Munson; the only board‑linked transaction disclosed relates to Jazz Pharmaceuticals via another director (Mark Smith) .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; chairs Audit; financial literacy and sophistication confirmed under NYSE standards .
- Deep public-company finance (multiple CFO roles), investment, and technology background; healthcare experience through Iora/One Medical advisory .
- Skills matrix shows Munson with software, healthcare, public director, senior executive, finance/accounting, and privacy/data security experience .
Equity Ownership
| Measure | As of Jan 31, 2025 | Notes |
|---|---|---|
| Direct common shares | 10,216 shares . | — |
| Stock options | 42,096 options exercisable within 60 days . | — |
| DSUs | 26,858 DSUs . | Deferred settlement program . |
| Beneficial ownership (SEC) | 52,312 shares (includes options exercisable within 60 days) . | <1% of outstanding . |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer within 5 years of Mar 21, 2023 or appointment; RSUs/DSUs count . | Compliance status not individually disclosed . |
| Hedging/pledging | Prohibited for directors; insider trading policy in place . | — |
Governance Assessment
- Strengths: Independent director; Audit Chair and designated financial expert; active committee participation (Audit and Compensation); optional DSU conversion indicating alignment; robust stock ownership guidelines; anti‑hedging/anti‑pledging and NYSE‑compliant clawback in place .
- Engagement: Board and committees met regularly in FY2025; each director at least 75% attendance; all attended 2024 annual meeting .
- Compensation hygiene: Director pay mix balanced between cash retainers and time‑based equity; clear committee fees; DSU deferral available; no tax gross‑ups disclosed for executives and clawback policy adopted (good signal for governance culture) .
- Potential risks/monitoring: Time‑commitment risk as public-company CFO plus two public roles (PHR, DUOL), though within overboarding limits; no Munson‑specific related‑party transactions disclosed; continued monitoring of meeting attendance and equity guideline compliance advisable .
Say‑on‑pay context (firm‑level signal): 2024 advisory approval ~92%; board maintains annual say‑on‑pay cadence—supportive of compensation governance credibility .