Ramin Sayar

About Ramin Sayar

Independent director of Phreesia since October 2021; age 52 as of May 14, 2025. Venture Partner at DFJ Growth since July 2024; previously President & CEO and director of Sumo Logic (Dec 2014–May 2023), SVP & GM, Cloud Management at VMware (2010–2014), and VP, Products & Strategy at HP Software (2006–2010). Holds a B.A. in History (UC Santa Barbara) and an M.B.A. (San Jose State). Core credentials: software industry operator/CEO, public company director experience, and privacy/data security expertise.

Past Roles

External Roles

Board Governance

• Independence: Board determined Mr. Sayar is independent under NYSE standards; PHR’s committees (audit, compensation, nominating) are fully independent.
• Committee assignment: Audit Committee member (Ms. Munson, Chair; Ms. Goldstein and Mr. Sayar as members). Mr. Sayar replaced Dr. Smith on the Audit Committee effective April 1, 2024.
• Committee scope: Audit oversees auditor selection, ICFR, financial statements, earnings releases, related-person transactions, and risk management including financial, operational, privacy, environmental, social, governance, competition, legal, regulatory, accounting, and data security risks.
• Audit Committee meeting frequency: 5 meetings in FY2025; 4 meetings in FY2024.
• Board attendance: Board held 4 meetings in FY2025; each director attended at least 75% of total Board and relevant committee meetings; all directors attended the 2024 annual meeting.
• Audit Committee report signatories (FY2025): Gillian Munson, Lainie Goldstein, and Ramin Sayar.
• Term/tenure: Class II director; director since 2021; current term expires 2027.

Fixed Compensation (Non‑Employee Director; FY2025)

Director compensation policy rates (for context):

• Annual Board retainer: $40,000 cash. Audit Committee member (non‑chair): $10,000; chair: $25,000. Compensation Committee member: $7,500; chair: $15,000. Nominating & Governance member: $5,000; chair: $10,000. Non‑executive chair: additional $45,000 plus up to $95,000 dependent on contributions (capped at $200,000 total cash).

Equity structure under policy:

• Annual equity grant to continuing directors: RSUs with $185,000 fair market value vesting in full by the earlier of the first anniversary or immediately prior to the next annual meeting. New directors receive a $185,000 New Hire RSU (4‑year ratable vesting) plus a pro‑rated initial RSU up to the next annual meeting. All director RSUs settle in common shares and accelerate upon a Sale Event, death, or disability. Directors may elect to defer settlement into DSUs under the Non‑Employee Directors’ Deferred Compensation Program.

Performance Compensation

• Non‑employee director equity is time‑based RSUs; no performance‑conditioned director pay (no PSU metrics disclosed for directors). Annual grant mechanics and vesting described in policy; no option grants are indicated in the director compensation policy for FY2025.
• Company‑wide governance policies include a NYSE‑compliant clawback and a prohibition on hedging/pledging by employees and directors, but these policies do not introduce performance metrics to director compensation.

Other Directorships & Interlocks

• Current other public company directorships for Mr. Sayar are not disclosed in the 2024/2025 proxies; PHR’s skills matrix notes he has public company director experience (non‑Phreesia).

Expertise & Qualifications

• Software industry experience; senior business executive experience (former public‑company CEO); public company director experience; privacy/data security experience (relevant to Audit Committee’s privacy/cyber oversight).

Equity Ownership

Ownership alignment and restrictions:

• Director stock ownership guideline: 3× annual cash retainer to be achieved within 5 years of the later of Mar 21, 2023 or the director’s election/appointment; directors may count shares, RSUs, and DSUs (direct or indirect). Individual compliance status is not disclosed.
• No hedging or pledging of PHR securities by employees or directors.

Governance Assessment

• Board effectiveness and engagement: Independent director with relevant software, cybersecurity, and executive operating credentials; active Audit Committee member since April 2024; Audit Committee met five times in FY2025; Board and committee attendance thresholds met at ≥75% overall for all directors. These support investor confidence in oversight rigor.
• Compensation alignment: Director pay structure is standard for NYSE‑listed SaaS issuers—modest cash retainers plus time‑based RSUs with annual vesting; deferral into DSUs is available; change‑in‑control acceleration applies to director RSUs. No director performance metrics are used, which is typical.
• Independence and conflicts: Board affirmatively determined Mr. Sayar is independent. Notable past related‑party exposure: Sumo Logic SaaS agreement with PHR (~$800k FY2024) while he was CEO/director; the Audit Committee oversees and approves related‑person transactions. No such Sumo disclosure appears in FY2025. Monitor for any continuing vendor relationships given his network.
• Ownership/skin‑in‑the‑game: Beneficial ownership is <1% (17,543 shares), plus 9,192 RSUs as of FY2025. Director ownership guidelines (3× retainer) and anti‑hedging/pledging policies further align interests. Individual compliance status not disclosed.

RED FLAGS to monitor

• Related‑party risk: Prior Sumo Logic commercial relationship (FY2024) while Mr. Sayar was CEO/director—oversight is via Audit Committee related‑party review; ensure no ongoing undisclosed ties.
• Ownership disclosure granularity: No explicit per‑director compliance status with stock ownership guidelines reduces transparency on alignment.