Lainie Goldstein
PhreesiaAbout Lainie Goldstein
Lainie Goldstein, age 57, has served as an independent director of Phreesia since July 2020, with her Class II term currently expiring in 2027. She is Chief Financial Officer of Take-Two Interactive Software, Inc. (since 2007), a CPA with deep financial leadership across software, entertainment, retail and apparel, and previously held senior finance roles at Nautica Enterprises and audit/reorganization roles at Grant Thornton LLP; she holds a BSBA in Accounting from The American University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Take-Two Interactive Software, Inc. | Chief Financial Officer | Since June 2007 | Public-company CFO; extensive finance leadership |
| Nautica Enterprises | Vice President, Finance & Business Development | Not disclosed | Corporate finance and business development leadership |
| Grant Thornton LLP | Audit and Reorganization Departments | Not disclosed | Audit and restructuring experience; CPA credentials |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Take-Two Interactive Software, Inc. | Chief Financial Officer | No disclosure of TTWO board service | Executive role; no Phreesia-related party transactions disclosed in governance sections |
Board Governance
- Independence: Board determined Goldstein is independent under NYSE standards .
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
- Board attendance: In FY2025, each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Separate Chair/CEO; regular executive sessions of independent directors; fully independent committees .
- Overboarding policy: Directors limited to ≤4 public boards; executives of public companies limited to ≤3 public boards (including Phreesia) .
Fixed Compensation
| Fiscal Year | Cash Board Retainer ($) | Audit Committee Member Fee ($) | Total Cash Fees ($) | Annual RSU Grant FV ($) | Total ($) |
|---|---|---|---|---|---|
| FY2025 (ended 1/31/2025) | 39,952 (elected as DSUs) | 10,000 | 49,952 | 184,997 | 234,949 |
| FY2024 (ended 1/31/2024) | 39,977 (elected as DSUs) | 10,000 | 39,980 (rounded) | 184,980 | 224,960 |
Notes:
- Standard non-employee director policy: $40,000 annual board retainer; $10,000 audit member; $185,000 annual RSU at each annual meeting; optional conversion of cash retainer into unrestricted stock/DSUs .
- RSUs vest on the earlier of first anniversary or immediately prior to next annual meeting; full acceleration upon Sale Event/death/disability .
Performance Compensation
| Element | Structure | Metrics/Performance Conditions |
|---|---|---|
| Director Equity | RSUs | Time-based vesting; no performance metrics disclosed for director equity awards |
| Deferred Compensation | DSUs for converted cash retainer/annual grant | Settlement timing elected under Program; no performance conditions |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Take-Two Interactive Software, Inc. | CFO (executive role) | Distinct industry (interactive entertainment vs. healthcare SaaS); Board affirms independence; audit committee reviews related-person transactions |
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert; senior business executive and accounting/financial statements experience .
- Industry/functional skills: Software industry experience; privacy/data security experience per board skills matrix .
- Credentials: CPA; BSBA in Accounting (American University) .
Equity Ownership
| As of | Common Shares | RSUs | DSUs | Notes |
|---|---|---|---|---|
| Jan 31, 2025 | 11,291 | — | 30,164 | Director holdings disclosed in non-employee director comp table footnote |
| Jan 31, 2024 | — | 1,441 | 19,895 | Prior-year holdings disclosed |
Stock ownership guidelines: Directors must own stock equal to 3x annual cash retainer within 5 years from March 21, 2023 or date of appointment; ownership may include RSUs/DSUs .
Governance Assessment
-
Strengths
- Clear independence and no Item 404 conflicts noted in governance/committee disclosures; audit committee actively oversees related-party transactions .
- Audit committee financial expert designation and CPA credentials bolster financial oversight; active role in audit committee report .
- Pay structure emphasizes equity alignment (annual $185k RSU grant), with ability to defer into DSUs; elected DSUs for cash retainer indicates longer-term alignment .
- Board practices: separate Chair/CEO; executive sessions; clawback policy; anti-hedging/anti-pledging; director overboarding limits .
-
Watch items
- Time commitment scrutiny given concurrent public-company CFO role; mitigated by Phreesia’s overboarding limits and independence review .
- Ownership guideline compliance status is timeline-based and not individually disclosed; monitor progress toward 3x retainer by 2028 .
-
Investor confidence signals
- Strong say-on-pay support: ~92% approval at 2024 and 2023 annual meetings; indicates overall shareholder alignment with compensation governance .
- Board/committee attendance at ≥75% and full annual-meeting attendance support engagement .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, option repricing, or low say-on-pay outcomes in the cited materials .