Equity-based compensation | Equity-based compensation (a) Equity award plans In January 2018, the Board of Directors adopted the Company’s 2018 Stock Option Plan as amended, (the "2018 Stock Option Plan") which provided for the issuance of options to purchase up to 3,048,490 shares of the Company’s common stock to officers, directors, employees, and consultants. The option exercise price per share is determined by the Board of Directors based on the estimated fair value of the Company’s common stock. In June 2019, the Board of Directors adopted the Company’s 2019 Stock Option and Incentive Plan (the "2019 Plan"), which replaced the 2018 Stock Option Plan upon the completion of the IPO. The 2019 Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") to make equity-based incentive awards including stock options, RSUs and PSUs to the Company’s officers, employees, directors, and consultants. The initial reserve for the issuance of awards under this plan was 2,139,683 shares of common stock. The initial number of shares reserved and available for issuance automatically increased on February 1, 2020 and will automatically increase each February 1 thereafter by 5% of the number of shares of common stock outstanding on the immediately preceding January 31 (or such lesser number of shares determined by the Compensation Committee). As the 2018 Stock Option Plan was replaced by the 2019 Plan, all grants of stock options, RSUs and PSUs during the years ended January 31, 2022 and 2021 were made pursuant to the 2019 plan, respectively. (b) Summary of stock-based compensation The following table sets forth stock-based compensation by type of award: For the fiscal years ended 2022 2021 2020 RSUs $ 24,222 $ 10,693 $ 3,397 Liability awards 7,055 — — PSUs 2,389 93 — Stock options 2,294 2,703 2,780 ESPP 763 — — Total stock-based compensation $ 36,723 $ 13,489 $ 6,177 The following table sets forth the presentation of stock-based compensation in the Company's financial statements: For the fiscal years ended 2022 2021 2020 Stock-based compensation expense recorded to additional paid-in capital (1) $ 29,668 $ 13,489 $ 6,177 Stock-based compensation expense recorded to accrued expenses 7,055 — — Total stock-based compensation 36,723 13,489 6,177 Less stock-based compensation expense capitalized as internal-use software (489) — — Stock-based compensation expense per consolidated statements of operations (2) $ 36,234 $ 13,489 $ 6,177 (1) Stock-based compensation included in the Company's consolidated statements of stockholders' equity is consistent with these amounts. (2) Non-cash stock-based compensation expense included in the Company's consolidated statements of cash flows is $36,144, and excludes $90 of cash-settled stock-based compensation expense included in the Company's statements of operations. (c) Restricted stock units During fiscal 2020, prior to the IPO, the Company issued restricted stock units to employees and directors that vest based on both a time-based condition and a performance-based condition. Pursuant to the time-based condition, 10% of the restricted stock units vest after one year, 20% vest after two years, 30% vest after three years and 40% vest after four years. The performance-based condition was based on a sale of the Company or an IPO, as defined therein. The restricted stock units expire seven years from the grant date. Upon completion of the Company’s IPO in July 2019, the Company immediately recognized the fair value of the vested units with the unvested portion recognized over the remaining service period. In addition, in August 2019, the compensation committee of the Board of Directors approved allowing executive officers the ability to elect to receive all or a portion of the bonus (based on its target bonus opportunity for the last half of the fiscal year) in the form of restricted stock units instead of cash. For such executive officers that elected to receive restricted stock units, such award was granted immediately after such election with a value equal to the portion of the target bonus opportunity that the executive officer elected not to receive in cash, and such award vests based on the achievement of the Company’s predefined performance targets. These performance-based awards were released in April 2020, after final approval by the Compensation Committee. The Company has issued restricted stock units to employees and directors that vest based on a time-based condition. For RSUs granted prior to January 2021, pursuant to a time-based condition, 10% of the restricted stock units vest after one year, 20% vest after two years, 30% vest after three years and 40% vest after four years. The restricted stock units expire seven years from the grant date. During the year ended January 31, 2022, the Company modified the vesting of RSUs granted subsequent to January 1, 2021 for employees other than its named executive officers listed in its most recent proxy statement ("NEOs") and other members of its executive management team. Pursuant to the modified vesting schedule, RSUs granted after January 1, 2021 for employees other than NEOs and other members of its executive management team, vest 6.25% each quarter over four years based on continued service. For NEOs and other members of the Company's executive management team, RSUs granted after January 1, 2022 vest 6.25% each quarter over four years based on continued service. Restricted stock units Unvested, February 1, 2019 20,164 Granted during year 1,493,678 Vested (43,011) Forfeited and expired (23,413) Unvested, February 1, 2020 1,447,418 Granted during year 972,271 Vested (242,049) Forfeited and expired (124,602) Unvested, January 31, 2021 2,053,038 Granted during year 1,836,534 Vested (559,767) Forfeited and expired (195,966) Unvested, January 31, 2022 3,133,839 As of January 31, 2022, there is $102,442 remaining of total unrecognized compensation costs related to these awards. The total unrecognized costs are expected to be recognized over a weighted-average term of 3.2 years. For the years ended January 31, 2022, 2021 and 2020, the weighted average grant date fair value of restricted stock units granted was $46.60, $32.78 and $21.31 respectively. (d) Stock options Options granted under the equity award plans have a maximum term of ten years and vest over a period determined by the Board of Directors (generally four years from the date of grant or the commencement of the grantee’s employment with the Company). Options generally vest 25% at the one-year anniversary of the grant date, after which point they generally vest pro rata on a monthly basis. The fair value of stock options is estimated on the date of the grant using the Black-Scholes option pricing model for each of the stock option awards granted. The assumptions are provided below. Expected volatility was based on the stock volatility for comparable publicly traded companies. The Company uses the simplified method as described in SEC Staff Accounting Bulletin (SAB) 107 to estimate the expected life of stock options. Forfeitures are recorded when they occur. The risk-free rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the stock option grants. The Company did not grant any options during the years ended January 31, 2022 and 2021. Fiscal year ended 2020 Risk-free interest rate 2.18 % Expected dividends none Expected term (in years) 6.25 Volatility 45.15 % Weighted average fair value of grants $ 4.99 Stock option activity for the fiscal years ended January 31, 2022, 2021 and 2020 is as follows: Number of Weighted- Weighted- Aggregate Intrinsic Outstanding—January 31, 2019 5,055,505 $ 2.45 Granted during the year 1,230,382 $ 8.78 Exercised (691,371) $ 2.62 Forfeited (78,064) $ 5.20 Outstanding and expected to vest — January 31, 2020 5,516,452 $ 3.80 6.22 $ 150,152 Outstanding—January 31, 2020 5,516,452 $ 3.80 Granted during the year — $ — Exercised (2,216,368) $ 2.39 Forfeited and expired (88,730) $ 7.45 Outstanding and expected to vest — January 31, 2021 3,211,354 $ 4.67 5.99 $ 194,676 Outstanding—January 31, 2021 3,211,354 $ 4.67 Granted during the year — $ — Exercised (1,439,186) $ 2.88 Forfeited and expired (67,018) $ 9.02 Outstanding and expected to vest — January 31, 2022 1,705,150 $ 6.01 5.94 $ 42,938 Exercisable — January 31, 2022 1,419,497 $ 5.46 5.69 $ 36,519 Amount vested during year ended January 31, 2022 551,341 $ 6.56 The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s estimated stock price at the time of exercise and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period. This amount changes based on the market value of the Company’s common stock. The total intrinsic value of options exercised for the years ended January 31, 2022, 2021 and 2020 (based on the difference between the Company’s estimated stock price on the exercise date and the respective exercise price, multiplied by the number of options exercised), was $73,624, $33,575 and $13,960, respectively. As of January 31, 2022, there is $1,415 of total unrecognized compensation cost related to stock options issued to employees that is expected to be recognized over a weighted-average term of 0.99 years. For the year ended January 31, 2022, stock-based compensation expense for stock options includes $363 related to the modification of stock options. (e) TSR performance-based restricted stock units (PSUs) The Company grants PSUs to certain members of its management team. PSUs vest over approximately three years from the grant date upon satisfaction of both time-based requirements and market targets based on Phreesia's TSR relative to the TSR of each member of the Peer Group. Depending on the percentage level at which the market- based condition is satisfied, the number of shares vesting could be between 0% and 200% of the number of PSUs originally granted. To earn the target number of PSUs (which represents 100% of the number of PSUs granted), the Company must perform at the 60th percentile, with the maximum number of PSUs earned if the Company performed at least at the 90th percentile. If Phreesia's TSR for the performance period is negative, the maximum number of PSUs that can be earned will be capped at 100%. The Company estimated the fair value of the PSUs using a Monte Carlo Simulation model which projected TSR for Phreesia and each member of the Peer Group over the performance period. The Company recognizes the grant date fair value of PSUs as compensation expense over the vesting period. Fiscal years ended 2022 2021 Correlation coefficient 0.3878 0.4230 Valuation date stock price $ 36.03 $ 62.96 Simulation term 2.99 Years 3.00 Years Volatility 44.32 % 43.71 % Risk-free rate 1.23 % 0.20 % Dividend yield — % — % Weighted average fair value of grants $ 48.47 $ 84.38 Performance Outstanding February 1, 2020 — Granted during the year ended January 31, 2021 70,806 Outstanding, February 1, 2021 70,806 Granted during the year ended January 31, 2022 325,410 Vested — Forfeited and expired — Outstanding, January 31, 2022 396,216 As of January 31, 2022, unrecognized compensation cost for the PSUs was $19,265, to be recognized on a straight-line basis over 2.7 years, subject to the participants' continued employment with the Company. (f) Employee stock purchase plan The ESPP is a compensatory plan because it provides participants with terms that are more favorable than those offered to other holders of the Company's common stock. Employees purchase shares at the lesser of (1) 85% of the closing stock price on the first day of the offering period or (2) 85% of the closing stock price on the last day of the offering period. The ESPP is structured as a qualified employee stock purchase plan under Section 423 of the U.S. Internal Revenue Code of 1986. Year ended Risk-free interest rate 0.17 % Expected dividends none Expected term (in years) 0.49 years Volatility 55.7 % In January 2022, the Company issued 42,530 shares of common stock for the ESPP purchase period ended on December 31, 2021. In connection with this issuance, the Company recorded a $1,506 increase to additional paid-in capital within stockholders' equity. As of January 31, 2022, unrecognized compensation cost related to the ESPP was $830, to be recognized over the next five months. (g) Liability awards In August 2021, the Company approved allowing eligible employees to elect to receive all or a portion of their fiscal 2022 year end bonus in the form of immediately vested restricted stock units instead of cash. Restricted stock units issued to settle liability awards are covered by the 2019 Plan. Bonuses to be settled in shares will be settled at a value equal to 115% of the bonuses converted. These share settled bonuses vest based on the achievement of the Company’s predefined performance targets. The immediately vested restricted stock units will be issued in April 2022, after final approval by the Compensation Committee of the Board of Directors. As the share settled bonuses will be settled in a variable number of shares, the Company has classified the share settled bonuses as a liability, which is included within accrued expenses on the accompanying consolidated balance sheet as of January 31, 2022. The Company has not recognized and does not expect to recognize in the foreseeable future, any tax benefit related to employee stock-based compensation expense. |