Michael Weintraub
PhreesiaAbout Michael Weintraub
Michael Weintraub (age 66) is Phreesia’s Founding Chair and independent director, serving on the Board since 2005; his current term runs through 2026. He is Co‑Founder and Managing Partner at Ardan Equity (since April 2019) and previously led Optum Analytics (President & CEO, 2013–2017) following the sale of Humedica, where he was Co‑Founder & CEO (2008–2013). He holds a BA in Economics from Brandeis University and an MBA from Harvard Business School, and is recognized for deep healthcare data/analytics and software leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optum Analytics (UHG) | President & CEO | 2013–2017 | Led analytics at scale post-Humedica acquisition |
| Humedica, Inc. | Co‑Founder & CEO | 2008–2013 | Grew population health/big data platform; sold to UHG in 2013 |
| Optum Venture Management LLC | Managing Partner | 2017–2018 | Focused on digital health innovation |
| Leerink Partners LLC | Senior Managing Director | Prior to 2008 | Healthcare investment banking leadership |
| PharMetrics, Inc. | CEO | 2001–2005 | Led healthcare informatics; sold to IMS Health (now IQVIA) in 2005 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ardan Equity | Co‑Founder & Managing Partner | 2019–present | Healthcare enterprise software PE |
| BroadReach Healthcare, LLC | Chair, Board | Current | Private healthcare company |
| Holmusk Ltd | Chair, Board | Current | Data analytics & health technology |
| Forsyth Health; OncoHealth; Newfire, LLC; Knowtion Health; Atropos Health, Inc. | Director | Current | Healthcare tech/data companies |
| Boston Children’s Hospital (Innovation & Digital Health Accelerator) | Advisory Board Member | Current | Digital health advisory |
| Harvard Business School | Entrepreneur in Residence | Current | Healthcare innovation focus |
| Public company boards (non‑Phreesia) | — | — | Matrix shows no public company director experience outside Phreesia |
Board Governance
- Committee assignments: Chair of the Board; Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; Independent director .
- Independence: The Board determined Weintraub is independent under NYSE standards; all committees are fully independent .
- Attendance and engagement: In FY2025, the Board held four meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee (Munson, Goldstein, Sayar) held five meetings; Nominating & Corporate Governance Committee held four meetings in FY2025 .
- Governance practices: Separate Chair/CEO; regular executive sessions; director overboarding policy; clawback policy; stock ownership guidelines for directors .
Fixed Compensation
| Fiscal Year (ended Jan 31) | Cash Fees ($) | Notes | Equity Grant Date Fair Value ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 187,500 | Includes $82,500 additional cash fees for Chair contributions; annual cash fees capped at $200,000 | 184,997 | 372,497 |
| FY2024 | 200,000 | Includes $95,000 additional cash fees for Chair contributions; annual cash fees capped at $200,000 | 184,980 | 384,980 |
- Non‑Employee Director Compensation Policy: cash retainers and annual equity grants (RSUs/DSUs); directors may elect to receive cash retainer as DSUs; expenses reimbursed .
- Board Chairman Agreement: Effective March 12, 2018; governs advisory services in capacity as Chair; compensation reported within director compensation disclosures .
Performance Compensation
| Element | Metric Type | Targets/Conditions | Vesting |
|---|---|---|---|
| Director RSUs/DSUs | None disclosed (time‑based awards typical for directors) | No performance metrics disclosed for director equity awards | DSUs settle per deferral election (post‑service or 5 years from grant); RSUs/DSUs settle in shares |
Note: Phreesia uses TSR‑based PSUs for executives, but FY2025 equity grants to executives did not include options; director awards are RSUs/DSUs with no disclosed performance metrics .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation committee interlocks | None; no member was an officer/employee; no relationships requiring Item 404 disclosure; no reciprocal executive roles on other boards’ compensation committees . |
| Related party transactions | Board Chairman Agreement with Weintraub disclosed; compensation paid under that agreement appears within director compensation . |
| Commercial RPTs (context) | Jazz Pharmaceuticals ads (~$1.3M revenue) disclosed due to another director’s outside board (Mark Smith at Jazz); terms described as arm’s‑length; no Weintraub‑specific commercial RPTs disclosed . |
Expertise & Qualifications
| Expertise | Evidence |
|---|---|
| Healthcare technology & analytics leadership | CEO roles at Humedica and PharMetrics; President & CEO at Optum Analytics |
| Senior business executive experience | Multiple CEO/Managing Partner roles; Board Chair positions |
| Financial statements/accounting literacy | Board matrix indicates financial statements/accounting experience |
| Privacy/data security | Board matrix indicates privacy/data security experience |
| Network in healthcare innovation | Advisory at Boston Children’s; EIR at HBS; multiple healthcare boards |
Equity Ownership
| As of | Common Shares | Options (Exercisable within 60 days) | RSUs | DSUs | Indirect Holdings (Trusts) | Notes |
|---|---|---|---|---|---|---|
| Jan 31, 2025 | 180,537 | 30,540 | 8,490 | — | 91,045 (GRAT) and 6,703 (2017 Trust) included in holdings | Holdings detail footnoted in director comp table |
| Apr 24, 2025 (beneficial ownership context) | 180,537 (incl. 91,045 GRAT; 6,703 2017 Trust) | 30,540 | — | — | Included above | Director beneficial ownership table notes |
- Insider trading, hedging, pledging: Directors are prohibited from hedging and pledging Phreesia securities; margin accounts prohibited for covered persons .
- Stock ownership guidelines: Directors must own stock equal to 3x annual cash retainer, satisfied via shares/RSUs/DSUs, within 5 years from March 21, 2023 or election date; compliance status not individually disclosed .
Governance Assessment
- Board effectiveness: Weintraub chairs the Board and Compensation Committee, with independent committee composition and regular evaluations; attendance thresholds met; separate Chair/CEO structure supports oversight .
- Alignment: Significant personal and trust holdings plus RSUs point to material equity exposure; ownership guidelines further reinforce alignment; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts and interlocks: No compensation committee interlocks or Item 404 relationships; the Board Chairman Agreement is a related‑party arrangement but disclosed and tied to capped cash fees, mitigating risk with transparency .
- Compensation signals: Year‑over‑year cash fees include discretionary Chair contributions within a cap; equity awards consistently granted and DSU program available, suggesting a balanced cash/equity mix for directors; no performance conditions on director equity .
- Compliance notes: A late Form 4 (reported on Form 5) in March 2024 documented gifts to trusts from May 2023, indicating remediation of reporting timing; no broader Section 16 issues disclosed for Weintraub .
RED FLAGS
- Related‑party arrangement: Board Chairman Agreement with additional cash fees—while disclosed and capped, investors should monitor for quantum and justification of “additional” chair contributions each year .
- Section 16 timing: Late filing noted for 2023 gifts (Form 5 in March 2024); low severity but a compliance datapoint to track .
Insider Transactions (Director)
| Date | Type | Shares | Destination/Entity | Filing Note |
|---|---|---|---|---|
| May 10, 2023 | Gift | 144,845 | Michael Weintraub 2023 Qualified Annuity Trust | Reported late on Form 5 (Mar 8, 2024) |
| May 10, 2023 | Gift | 6,703 | Weintraub Family 2017 Irrevocable Trust | Reported late on Form 5 (Mar 8, 2024) |
Committee Roles Detail
| Committee | Role | Independence | Meetings (FY2025) |
|---|---|---|---|
| Compensation | Chair; Member | Fully independent | — (not disclosed), committee composition affirmed |
| Nominating & Corporate Governance | Member | Fully independent | 4 |
| Audit | Not a member | Fully independent committee | 5 |
Director Compensation Structure (Policy Highlights)
| Element | Description |
|---|---|
| Annual cash retainer | Cash retainer; certain directors elect DSUs in lieu of cash |
| Annual equity | RSUs and/or DSUs with grant date fair value disclosed annually |
| Chair fees | Additional cash awarded for Chair contributions; capped at $200,000 total annual cash fees |
| Deferral program | Non‑Employee Directors’ Deferred Compensation Program for DSUs; settlement post‑service or five years post‑grant per election |
Summary View for Investors
- Strong healthcare analytics/operator background and long Phreesia tenure supports strategy oversight; independent status and separate Chair/CEO structure are positives .
- Compensation transparency is solid; monitor “additional” chair cash fees annually against contributions and total director pay quantum; equity holdings and no hedging/pledging promote alignment .
- No interlocks or Weintraub‑specific related‑party commercial transactions disclosed; one late Section 16 report tied to trust gifts is a minor compliance note .