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 automatically increases 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 six months ended July 31, 2024 were made pursuant to the 2019 plan, respectively.

In June 2019, the Board of Directors also adopted the Company’s 2019 Employee Stock Purchase Plan (the "ESPP"), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering. The total shares of common stock initially reserved under the ESPP was limited to 855,873 shares.

In July 2023, the Board of Directors also adopted the Company’s 2023 Inducement Award Plan (the “Inducement Plan”). The Inducement Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") or its delegates to make equity-based incentive awards including stock options, RSUs and PSUs to employees of acquired companies to induce them to join the Company. The total shares of common stock initially reserved under the Inducement Plan was 500,000 shares.

As of July 31, 2024, there are 6,269,312 shares available for future grant pursuant to the 2019 Plan after factoring in the automatic increase which occurs on February 1 of each fiscal year, as well as an additional 338,064 shares

available for future grant pursuant to the ESPP. The ESPP has two six-month offering periods each calendar year beginning in January and July. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15% discount through payroll deductions. As of July 31, 2024, there were 16,210 outstanding restricted stock units and 483,790 shares available for future grant under the Inducement Plan.


	Three months ended July 31,				Six months ended July 31,
	2024		2023		2024		2023
RSUs	$	10,960	$	13,703	$	22,283	$	26,602
PSUs	3,483		2,751		6,287		4,395
Liability awards	2,024		2,278		4,721		4,803
ESPP	294		286		658		655
Stock options	2		7		2		45
Total stock-based compensation	$	16,763	$	19,025	$	33,951	$	36,500


	Three months ended July 31,				Six months ended July 31,
	2024		2023		2024		2023
Stock-based compensation expense recorded to additional paid-in capital	$	14,739	$	16,747	$	29,230	$	31,697
Stock-based compensation expense recorded to accrued expenses	2,024		2,278		4,721		4,803
Total stock-based compensation	$	16,763	$	19,025	$	33,951	$	36,500
Less: stock-based compensation expense capitalized as internal-use software	(315)		(377)		(663)		(714)
Stock-based compensation expense per consolidated statements of operations	$	16,448	$	18,648	$	33,288	$	35,786

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. During the six months ended July 31, 2024, the Company reduced stock compensation expense by $1,203, for improbable-to-probable modifications of stock compensation awards.

The Company has issued restricted stock units to employees and independent directors that vest based on a time-based condition. RSUs granted to employees vest over four years based on a variety of vesting schedules, including quarterly, annually, and 10/20/30/40 (10% after one year, 20% after two years, 30% after three years and 40% after four years). RSUs granted during fiscal 2024 generally vest annually, and RSUs granted during fiscal 2025 generally vest following a 10/20/30/40 vesting schedule.

Additionally, at the beginning of each fiscal year, the Company provides eligible employees the option to settle their incentive bonus in immediately vested RSUs. During the six months ended July 31, 2024, the Company issued 285,279 immediately vested RSUs to settle full-year fiscal 2024 share-settled bonus awards. The RSUs granted to settle bonus awards are included in RSUs granted and vested in the table below. See section (g) Liability awards

below for additional information regarding share-settled bonus awards.


			Restricted stock units
Unvested, January 31, 2024			3,800,210
Granted in six months ended July 31, 2024(1)			1,034,258
Vested			(1,156,560)
Forfeited and expired			(170,430)
Unvested, July 31, 2024			3,507,478
(1) Includes 16,210 awards granted pursuant to the 2023 Inducement Award Plan.

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.

Stock option activity for the six months ended July 31, 2024 is as follows:


	Number of options	Weighted- average exercise price		Weighted- average remaining contractual life (in years)	Aggregate Intrinsic value
Outstanding — January 31, 2024	1,123,438	$	6.89
Granted in six months ended July 31, 2024	—	$	—
Exercised	(118,153)	$	4.79
Forfeited and expired	(3,534)	$	20.67
Outstanding and expected to vest — July 31, 2024	1,001,751	$	7.09	4.05	$	17,902
Exercisable — July 31, 2024	1,001,751	$	7.09	4.05	$	17,902

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 six months ended July 31, 2024 and 2023 (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 $2,165 and $4,214, respectively.

As of July 31, 2024 and January 31, 2024, all compensation cost related to stock options issued to employees has been recorded and there is no unrecognized compensation cost remaining related to stock options issued to employees.

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 Russell 3000 Index (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 220% 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

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.

Market-based PSU activity for the six months ended July 31, 2024 are as follows:


			Performance stock units
Outstanding, January 31, 2024			1,040,219
Granted in six months ended July 31, 2024			—
Vested			—
Forfeited and expired			(14,248)
Outstanding, July 31, 2024			1,025,971

As of July 31, 2024, unrecognized compensation cost for the PSUs was $22,802, to be recognized over a weighted average remaining vesting period of 2.2 years, subject to the participants' continued employment with the Company.

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.

During the three and six months ended July 31, 2024, the Company issued 89,220 shares of common stock under the ESPP. In connection with these issuances, the Company recorded increases of $1,608 to common stock and additional paid-in capital within stockholders' equity. As of July 31, 2024, unrecognized compensation cost related to the ESPP was $399, to be recognized over the next five months.

At the beginning of each year, the Company provides eligible employees the option to elect to receive all or a portion of their incentive compensation 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. Share-settled bonus awards will be settled at a value equal to 115% of the cash bonuses. These share-settled bonus awards vest based on the achievement of the Company’s predefined performance targets. As share-settled bonus awards will be settled in a variable number of shares, the Company classifies share-settled bonus awards as liabilities within accrued expenses in the accompanying consolidated balance sheets until they are settled in shares and included in stockholders' equity. The Company’s share-settled bonus awards are settled semiannually. During the six months ended July 31, 2024, the Company settled $6,218 of share-settled bonus awards by issuing 285,279 immediately vested RSUs. See (c) Restricted Stock Units above for additional discussion regarding RSUs.