Mark Smith
PhreesiaAbout Mark Smith
Mark Smith, M.D., M.B.A., age 73, has served as an independent director of Phreesia since October 2018 and is Chair of the Nominating & Corporate Governance Committee . He is Professor of Clinical Medicine at UCSF and former founding President/CEO of the California Health Care Foundation (1996–2013); he also co-chaired the Health Care Payment Learning and Action Network (2015–2019) . Dr. Smith holds a B.A. (Harvard), M.D. (UNC–Chapel Hill), and M.B.A. in Healthcare Administration (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Health Care Foundation | Founding President & CEO | 1996–2013 | Led philanthropic efforts to improve health; executive leadership |
| Health Care Payment LAN | Co-Chair, Guiding Committee | 2015–2019 | National payment reform coordination |
External Roles
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| University of California, San Francisco (UCSF) | Professor of Clinical Medicine | Current | Academic appointment |
| Jazz Pharmaceuticals plc (NASDAQ: JAZZ) | Director | Not disclosed | See interlock with PHR below |
| Teladoc Health, Inc. (NYSE: TDOC) | Director | Not disclosed | Public company board service |
| Prealize Health | Director | Not disclosed | Private company board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; PHR has 7 of 8 directors independent under NYSE standards |
| Committee assignments | Chair, Nominating & Corporate Governance Committee; not on Audit or Compensation |
| Board/committee meetings | Board held 4 meetings in FY2025; each director attended at least 75% of Board and committee meetings; Nominating Committee held 4 meetings |
| Leadership structure | Separate Chair (Michael Weintraub) and CEO roles; regular executive sessions of independent directors |
| Overboarding policy | Post-4/30/2023: max 4 public boards (or 3 if an executive); Smith’s disclosed public boards (PHR, JAZZ, TDOC) are within policy |
Fixed Compensation
| Component | Policy Rate | FY2025 Actual for Dr. Smith |
|---|---|---|
| Board annual cash retainer | $40,000 per year | Included in total fees earned |
| Nominating & Corporate Governance Chair fee | $10,000 per year | Included in total fees earned |
| Meeting fees | None specified (no per-meeting fees) | — |
| FY2025 cash fees earned | — | $51,667 |
Notes:
- Non-executive Chair may earn additional cash up to a cap; not applicable to Dr. Smith .
- Directors may elect to convert cash retainers to equity (DSUs); conversion not disclosed for Dr. Smith in FY2025 footnote (others elected) .
Performance Compensation
| Grant Type | FY2025 Fair Value | Vesting | Accelerated Vesting |
|---|---|---|---|
| Annual RSU grant | $184,997 | Vests in full on earlier of 1-year anniversary or immediately prior to next annual meeting | Full acceleration upon a Sale Event, death, or disability |
| Deferred Stock Units (DSUs) | If elected; settlement deferral program available | DSUs settle per Director’s election after service or 5 years from grant | Program as defined; no special acceleration beyond settlement elections |
Additional details:
- Directors can elect to receive cash retainers as equity (Converted Cash Retainer) .
- DSU settlement choices include lump-sum settlement after separation or five years post-grant, as specified .
- Stock ownership guidelines require 3x annual cash retainer within 5 years (measured by value of shares/RSUs/DSUs) .
Other Directorships & Interlocks
| External Company | Role | Interlock/Transaction with PHR | Governance Handling |
|---|---|---|---|
| Jazz Pharmaceuticals plc | Director | PHR recognized ~$1.3M revenue in FY2025 from ads placed by Jazz via an advertising company | Disclosed as related party transaction; company states terms comparable to arm’s-length; Audit Committee reviews related party transactions per charter |
| Teladoc Health, Inc. | Director | None disclosed | — |
| Prealize Health | Director | None disclosed | — |
RED FLAG: Related-party transaction linked to Smith’s external directorship (Jazz). Mitigants include transparent disclosure and Audit Committee oversight; continued monitoring warranted .
Expertise & Qualifications
- Physician with health policy and industry leadership experience; deep healthcare ecosystem knowledge .
- Academic role at UCSF enhances clinical governance perspective .
- Advanced business training (Wharton MBA) supports committee leadership and strategic oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 4/24/2025) | 64,303 shares; <1% of outstanding | SEC-calculated beneficial ownership includes options/RSUs vesting within 60 days |
| Common shares held | 6,110 | As of 4/24/2025 |
| Options exercisable within 60 days | 58,193 | As of 4/24/2025 |
| DSUs held (as of 1/31/2025) | 24,543 | DSUs counted separately; settlement per Program |
| Ownership guidelines | 3x annual cash retainer within 5 years (from 3/21/2023 or appointment) | Compliance status not explicitly disclosed |
Policies:
- Anti-hedging and anti-pledging policy applies to directors; prohibitions on derivative transactions and pledging/margin holdings .
Governance Assessment
- Independence and committee leadership: Smith is independent and chairs the Nominating & Corporate Governance Committee, aligning with best-practice separation of oversight and management .
- Attendance and engagement: Board met 4 times; all directors met at least 75% attendance; Nominating Committee met 4 times—evidence of active governance .
- Compensation governance signals: Company maintains NYSE-compliant clawback and stock ownership guidelines for directors; no perquisites beyond broad employee benefits; no guaranteed bonuses/base increases for executives (context for compensation culture) .
- Shareholder feedback: 2024 say-on-pay received ~92% approval, indicating investor support for compensation practices; Smith is not on the Compensation Committee .
- Conflicts/related party exposure: Disclosed Jazz advertising revenue (~$1.3M) while Smith sits on Jazz’s board—monitored under Audit Committee’s related-party policy; no other related-party items disclosed for Smith .
- Trading compliance: No delinquent Section 16(a) filings reported for Smith in FY2025 (others noted); supports confidence in reporting rigor .
Overall: Smith brings strong healthcare and policy expertise with independent oversight credentials. The Jazz interlock is a manageable risk under disclosed policies; continued scrutiny of related-party dealings is prudent .