tm232030-1_nonfiling - none - 23.7657394s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
HealthEquity, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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HealthEquity, Inc.
15 W. Scenic Pointe Dr., Ste. 100
Draper, UT 84020
Notice of Annual Meeting
of Stockholders
To Be Held at 10:00 a.m. Mountain Time on Thursday, June 22, 2023
Dear Stockholder:
You are cordially invited to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of HealthEquity, Inc., a Delaware corporation (“we,” “us,” “HealthEquity” or the “Company”). The Annual Meeting will be held on Thursday, June 22, 2023, at 10:00 a.m. Mountain Time, for the following purposes, as more fully described in the accompanying proxy statement:
1.
To elect 11 directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified;
2.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024;
3.
To approve, on a non-binding, advisory basis, the fiscal 2023 compensation paid to the Company’s named executive officers, as described in the accompanying proxy statement;
4.
To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; and
5.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Our board of directors has fixed the close of business on April 28, 2023, as the record date for the Annual Meeting. Only stockholders of record on April 28, 2023, are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
On or about May 12, 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the Internet address listed on the Notice.
We will be holding the Annual Meeting solely in a virtual meeting format. To attend the Annual Meeting, please visit: https://web.lumiagm.com/261252145 and enter code: hlthvirt2023. As always, we encourage you to vote your shares prior to the Annual Meeting.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions.
Thank you for your continued support of HealthEquity.
By order of the Board of Directors,
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Robert Selander
Chairman of the Board of Directors
Draper, Utah
May 12, 2023

Table of Contents
   
Proxy Statement Summary
2
Annual Meeting Information 2
Proposals 2
Fiscal Year 2023 Business Highlights 2
Director Nominee Highlights 3
Corporate Governance Highlights 5
Executive Compensation Highlights 6
Questions and Answers about the 2023 Annual Meeting 7
Proposal No. 1 Election of Directors
8
Recommendation 8
Director Nominees 8
Retiring Director 14
Board Effectiveness and Long-Term Planning 14
Director Independence 15
Board Leadership Structure 16
Board Meetings and Committees 16
Board Diversity Matrix 20
Stockholder Recommendations for Nominations to the
Board of Directors
20
Director Compensation 21
Vote Required 23
Additional Corporate Governance Matters 24
Proposal No. 2 Ratification of Appointment of
Independent Registered Public Accounting
Firm
28
Recommendation 28
29
Auditor Independence 29
Audit and Risk Committee Policy on Pre-Approval of Audit and Permitted Non-Audit and Tax Services of Independent Registered Public Accounting Firm 29
Vote Required 29
Audit and Risk Committee Report
30
Proposal No. 3 Advisory Vote on Compensation Paid to Our Named Executive Officers
31
Recommendation 31
Vote Required 31
Executive Officers
32
Talent, Compensation and Culture Committee
Report
34
Compensation Discussion and Analysis
35
Executive Summary 35
FY23 Executive Officer Changes 38
38
Governance of Executive Compensation Program 38
Individual Compensation Elements 41
Other Compensation Policies and Practices 48
Tax and Accounting Considerations 50
Executive Compensation
52
Compensation of Named Executive Officers 52
52
53
54
55
57
57
57
57
CEO Pay Ratio 60
Pay versus Performance 60
Equity Compensation Plan Information 64
Proposal No. 4 Advisory Vote on the Frequency of Future Advisory Votes on Compensation Paid to Our Named Executive Officers
65
Recommendation 65
Vote Required 65
Security Ownership of Certain Beneficial Owners and Management
66
Other Matters
69
69
Available Information 69
Questions and Answers About the Annual Meeting 69
Company Website 76
Exhibit A—Non-GAAP Financial Information
A-1
 

   
HealthEquity, Inc.
Proxy Statement for 2023 Annual Meeting of Stockholders
To Be Held at 10:00 a.m. Mountain Time on Thursday, June 22, 2023
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at our 2023 annual meeting of stockholders (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, June 22, 2023, at 10:00 a.m. Mountain Time. We will be holding the Annual Meeting solely in a virtual meeting format. To attend the Annual Meeting, please visit: https://web.lumiagm.com/261252145 and enter code: hlthvirt2023.
The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about May 12, 2023, to all stockholders entitled to receive notice of and to vote at the Annual Meeting.
The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named on the enclosed proxy card will have discretion to vote the shares of common stock they represent in accordance with their own judgment on such matters.
It is important that your shares of common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote over the Internet or by telephone as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
Draper, Utah
May 12, 2023
 
HealthEquity, Inc. 2023 Proxy Statement |1

   
Proxy Statement Summary
Annual Meeting Information

Date and Time: Thursday, June 22, 2023 at 10:00 a.m. Mountain Time

Location: Virtual. To attend the Annual Meeting, please visit https://web.lumiagm.com/261252145 and enter code: hlthvirt2023

Record Date: April 28, 2023
Proposals
This proxy statement summary highlights information regarding HealthEquity and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our annual report to stockholders for detailed information regarding our financial and operating performance in the fiscal year ended January 31, 2023, including the audited financial statements and related notes included in the report.
Proposal
Page Number
Board Recommendation
Vote Required to Adopt Proposal
1.
Election of 11 directors
8
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FOR
A majority of the votes cast by the holders of shares of the Company’s common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon
2.
Ratification of appointment of independent registered public accounting firm
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FOR
The vote of the holders of a majority of the shares of the Company’s common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon
3.
Non-binding advisory vote on fiscal 2023 compensation paid to our named executive officers
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FOR
The vote of the holders of a majority of the shares of the Company’s common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon
4.
Non-binding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers
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ONE YEAR
The option of every one, two or three years that receives the highest number of votes cast by stockholders will reflect the frequency for future say-on-pay votes that has been selected by stockholders.
Fiscal Year 2023 Business Highlights
During the fiscal year ended January 31, 2023, we continued to execute on our core financial and business objectives. Our key financial and operational results were as follows:

Overall revenue of  $861.7 million, representing an increase of 14% from the fiscal year ended January 31, 2022;

Net loss of  $26.1 million, compared to net loss of  $44.3 million in the fiscal year ended January 31, 2022;

Net loss per diluted share of  $0.31, compared to net loss per diluted share of  $0.53 for the fiscal year ended January 31, 2022;

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”)(1) of  $272.3 million, representing an increase of 15% from the fiscal year ended January 31, 2022;

8.0 million health savings accounts (“HSAs”) at the end of the fiscal year ended January 31, 2023, representing an increase of 11% compared to the fiscal year ended January 31, 2022;

New HSAs from sales of 971,000; and
(1)
Adjusted EBITDA is not a generally accepted accounting principles (“GAAP”) financial measure. The definition of this non-GAAP financial measure, and a reconciliation to the most comparable GAAP measure, is included as Exhibit A to this proxy statement.
 
2|HealthEquity, Inc. 2023 Proxy Statement

Proxy Statement Summary

HSA Assets of  $22.1 billion as of January 31, 2023, representing an increase of 13% from the fiscal year ended January 31, 2022.
Director Nominee Highlights
The following table sets forth the names, ages as of May 12, 2023, and certain other information for each of the director nominees, each of whom are current directors with terms expiring at the Annual Meeting:
Name
Age
Director
Since
Independent
Audit Committee
Financial Expert
Committee Membership
Other Public
Company
Boards
Robert Selander,
Chairman
72
2015
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NGCSC

TCCC
1
Jon Kessler
55
2009
0
Stephen Neeleman, M.D.
55
2002
0
Paul Black
65
2022
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ARC

TCCC
0
Frank Corvino
74
2014
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ARC

TCCC
0
Adrian Dillon
69
2016
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ARC*

CTC
1
Evelyn Dilsaver
68
2014
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ARC

NGCSC*
2
Debra McCowan
51
2018
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NGCSC

TCCC*
0
Rajesh Natarajan
53
2022
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ARC

CTC
1
Stuart Parker
61
2020
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CTC

TCCC
1
Gayle Wellborn
63
2017
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ARC

CTC*
0
*
Chair
Board Demographics, Skills and Competencies
Our director nominees exhibit a variety of competencies, professional experience, and backgrounds, and contribute diverse viewpoints and perspectives to our board of directors. While our board of directors benefits from the experience and institutional knowledge that our longer-serving directors bring, it also brought in new perspective and ideas through the appointment of two new directors this past year. Please see the discussion under “Board Effectiveness and Long-Term Planning” below for additional information.
 
HealthEquity, Inc. 2023 Proxy Statement |3

Proxy Statement Summary
Director Nominee Demographics
The following charts show the demographic diversity of our director nominees as of May 12, 2023:
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4|HealthEquity, Inc. 2023 Proxy Statement

Proxy Statement Summary
Director Nominee Skills and Competencies
Below are the skills and competencies that our nominating, governance and corporate sustainability committee and our board of directors consider important for our directors to possess considering our current business and future market opportunities, and the director nominees who possess them:
Skills and Competencies Matrix
Robert
Selander
Jon
Kessler
Stephen
Neeleman,
M.D.
Paul
Black
Frank
Corvino
Adrian
Dillon
Evelyn
Dilsaver
Debra
McCowan
Rajesh
Natarajan
Stuart
Parker
Gayle
Wellborn
Current or Former CEO
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Current or Former Public Company CFO
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Healthcare Payer or Provider Experience
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Healthcare Technology Experience
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Financial Services Experience
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Digital Experience
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Risk Experience
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Regulatory or Policy Experience
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Technology Experience
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Human Resources Experience
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Capital Markets Experience
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M&A Experience —Valuation, Deals & Integration
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Business Process Redesign
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Corporate Governance Highlights
Key elements of our corporate governance framework include the following:

Independent chairman

Committees are composed of only independent directors

Our board of directors and each committee conducts annual self-assessments

Each director regularly completes a peer assessment of the other members of the board

Our board of directors is engaged in an ongoing refreshment process with a plan to increase director diversity

Our board of directors and each committee holds quarterly executive sessions without management present

Our board of directors provides oversight of key risks that impact the Company’s ability to achieve its strategy

No director over-boarding

Our board of directors and its committees provide strategic oversight of material environmental, social and governance matters
 
HealthEquity, Inc. 2023 Proxy Statement |5

Proxy Statement Summary

Our board of directors has a separate committee dedicated to providing oversight of cybersecurity matters

Our board of directors conducts an annual review of committee charters and key governance policies
Executive Compensation Highlights
Our executive compensation program is guided by our overarching philosophy of only paying for demonstrable performance. We believe that our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers. We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceed pre-established goals. We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices.
[MISSING IMAGE: ic_whitetick-bw.gif]   What We Do:

Independent Compensation Committee. Our talent, compensation and culture committee (“TCCC”) is comprised solely of independent directors.

Independent Compensation Committee Advisor. The TCCC engaged its own independent compensation consultant to assist with its compensation review for the fiscal year ended January 31, 2023.

Annual Executive Compensation Review. The TCCC reviews and approves our compensation strategy, including a review and determination of our compensation peer group to be used for comparative purposes and a review of our compensation-related risk profile, to ensure that our compensation programs do not encourage excessive or inappropriate risk taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.

Multi-year Vesting and Earn-out Requirements. The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.

Risk Mitigation. Our executive compensation program is designed, in part, to manage business and operational risk and to discourage short-term risk taking at the expense of long-term results.

Pay for Performance. A majority of target annual compensation for our named executive officers is “at-risk” compensation, including the performance-based annual cash incentive and long-term equity awards, subject to both performance-based and time-based vesting requirements.

Double-Trigger Vesting of Equity Awards. All outstanding equity awards held by our executive officers provide that such awards will vest only upon a qualifying termination within a 12-month period following a change in control of the Company in which the awards are assumed or substituted by the acquirer.

Stock Ownership Guidelines. We maintain robust stock ownership guidelines to further align the interests of our executive officers with the interests of our stockholders.

Clawback Policy. Our board of directors has adopted a clawback policy for the purpose of recouping certain executive compensation in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws.

Engage with Our Stockholders. We engage with our stockholders to discuss and understand their perceptions or concerns regarding our executive compensation program and other matters.
 
6|HealthEquity, Inc. 2023 Proxy Statement

Proxy Statement Summary
[MISSING IMAGE: ic_infografia-bw.gif]   What We Do Not Do:

No Special Retirement Plans. We do not currently offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements to our executive officers that are not generally available to our other full-time, salaried team members.

No Special Health or Welfare Benefits. Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members.

No Perquisites. We generally do not provide any perquisites or other personal benefits to our executive officers.

No Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits to our executive officers.

No Post-Employment Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.

Hedging and Pledging Prohibited. We prohibit our executive officers, directors and certain other team members from hedging or pledging our equity securities.

No Dividends or Dividend Equivalents on Unvested Performance Awards. We do not pay dividends or dividend equivalents on performance-based awards unless and until the performance shares are earned and vest.
Questions and Answers about the 2023 Annual Meeting
Please see “Questions and Answers about the Annual Meeting” beginning on page 69 for important information about the Annual Meeting, proxy materials, voting, deadlines for stockholder proposals and other important information.
 
HealthEquity, Inc. 2023 Proxy Statement |7

   
Proposal No. 1
Election of Directors
Our board of directors is currently composed of 12 members. At the Annual Meeting, 11 directors are to be elected, each to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified.
Recommendation
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The board of directors unanimously recommends a vote “FOR” the election of each of the 11 directors nominated by our board of directors and named in this proxy statement as directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified.
Director Nominees
Our nominating, governance and corporate sustainability committee has recommended, and our board of directors has approved, Robert Selander, Jon Kessler, Stephen Neeleman, M.D., Paul Black, Frank Corvino, Adrian Dillon, Evelyn Dilsaver, Debra McCowan, Rajesh Natarajan, Stuart Parker and Gayle Wellborn as nominees for election as directors at the Annual Meeting. If elected, each such nominee will serve as a director until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified. One current director, Ian Sacks, is not standing for election, and accordingly, his term will expire immediately after the Annual Meeting.
If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-election of each of the nominees. We expect that each nominee will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our board of directors to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.
 
8|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
Director Nominee Biographies
Robert Selander
Independent Chairman
Director Since: 2015
Committees:

Nominating, Governance and Corporate Sustainability

Talent, Compensation and Culture
Current Outside Public Directorships:

Equifax Inc. (NYSE: EFX)
Robert Selander has served as chairman and a member of our board of directors since September 2015.
Mr. Selander began his career at Citibank in 1974 where, during his 20-year tenure, he held numerous leadership positions, including managing parts of Citibank’s Consumer Financial Services business in the United States, Brazil, Puerto Rico and the United Kingdom. In 1994, Mr. Selander joined MasterCard International, where he served as the President of MasterCard’s Europe, Middle East, Africa and Canada regions until his appointment in 1997 as President and Chief Executive Officer. In addition, Mr. Selander served as President and Chief Executive Officer of MasterCard Incorporated (NYSE: MA) from 1997 until 2010. Mr. Selander served as a director of the Hartford Financial Services Group, Inc. (NYSE: HIG) from 1998 to 2008, MasterCard Incorporated from 2002 until 2010, and MasterCard International from 1997 until 2010.
Mr. Selander also served on the Board of Trustees of the Fidelity Equity and High Income Funds from 2011 until 2017, served as a director of The Western Union Company (NYSE: WU) from 2014 to 2019, and currently serves as a director of Equifax Inc. (NYSE: EFX).
Mr. Selander holds a B.S. in Industrial Engineering from Cornell University and an M.B.A. from Harvard University.
The board of directors believes that Mr. Selander’s extensive business experience and his background as a president and chief executive officer of a publicly traded company qualify him to serve as a member of our board of directors.
Jon Kessler
President and Chief Executive Officer
Director Since: 2009
Committees:

None
Current Outside Public Directorships:

None
Jon Kessler has served as our President and Chief Executive Officer since February 2014 and as a director since March 2009. From March 2009 through January 2014, Mr. Kessler served as our Executive Chairman.
Prior to joining HealthEquity, Mr. Kessler founded WageWorks, Inc., (“WageWorks”) a provider of tax-advantaged programs for consumer-centric health, commuter and other employee spending account benefits, serving as Chief Executive Officer of that company from 2000 to 2004, Executive Chairman in 2005, and Chief Executive Officer from 2006 to 2007. Prior to founding WageWorks, Mr. Kessler was a benefits taxation specialist at Arthur Andersen, LLP and, prior to that, he was a senior economist in Washington, D.C., specializing in employee benefits and environmental taxation during the Clinton and Bush (Sr.) administrations.
Mr. Kessler also currently serves as a trustee of the Employee Benefits Research Institute, a nonprofit organization.
Mr. Kessler holds a B.A. from George Washington University in International Affairs and an M.P.P. from Harvard University’s John F. Kennedy School of Government.
The board of directors believes that Mr. Kessler’s experience in the tax-advantaged consumer-directed benefits industry, his background as a chief executive officer and his training as a tax specialist qualify him to serve as a member of our board of directors.
 
HealthEquity, Inc. 2023 Proxy Statement |9

Proposal No. 1 Election of Directors
Stephen Neeleman, M.D.
Founder and Vice Chairman
Director Since: 2002
Committees:

None
Current Outside Public Directorships:

None
Stephen Neeleman, M.D. founded HealthEquity in 2002 and has served as our Vice Chairman since February 2014, having previously served as Chief Executive Officer from November 2002 through January 2014 and as a director since November 2002.
Dr. Neeleman is a board certified general surgeon and practiced in Arizona and for Intermountain Healthcare in Utah, from July 2003 to December 2014. Dr. Neeleman is the co-author of The Complete HSA Guidebook—How to Make Health Savings Accounts Work for You and a contributor to The Innovator’s Prescription—A Disruptive Solution for Health Care. While on the faculty of the University of Arizona Department of Surgery, Dr. Neeleman spent time in Washington, D.C. educating lawmakers prior to the passage of the law that created HSAs. He serves on the America’s Health Insurance Plans’ HSA Leadership Council and the American Bankers’ Association HSA Council. He also serves on the State of Utah’s Health Data Committee and the Governor’s Office of Economic Development Board of Directors.
Prior to attending medical school, Dr. Neeleman worked as a senior manager for Morris Air (later acquired by Southwest Airlines).
Dr. Neeleman holds a B.A. from Utah State University and an M.D. from the University of Utah, and completed his surgical residency at the University of Arizona in Tucson.
The board of directors believes that Dr. Neeleman’s experience in the healthcare industry as a medical doctor, his expertise in the history, development and administration of HSAs and his extensive knowledge of the Company as its founder qualify him to serve as a member of our board of directors.
Paul Black
Independent Director
Director Since: 2022
Committees:

Audit and Risk

Talent, Compensation and Culture
Current Outside Public Directorships:

None
Paul Black has served as a member of our board of directors since 2022.
Mr. Black was the Chief Executive Officer of Allscripts Healthcare Solutions, Inc. (NASDAQ: MDRX) from 2012—2022, as well as President from 2012 to 2015, and a member of the Allscripts board of directors from 2012 to 2022. Prior to joining Allscripts, Mr. Black served in various executive positions at Cerner Corporation for 13 years, ending as Chief Operating Officer. Prior to joining Cerner Corporation, Mr. Black spent 12 years in a variety of leadership positions in sales, product marketing and professional services at International Business Machines Corporation (NYSE: IBM).
Mr. Black currently serves on two nonprofit boards. Mr. Black has previously served on multiple publicly traded, private company and nonprofit boards of directors for companies in the healthcare information technology, patient monitoring, healthcare services, health care delivery, healthcare device and consumer internet marketing industries.
Mr. Black holds a B.S. in Agriculture from Iowa State University and an M.B.A. in Industrial Relations from the University of Iowa.
The board of directors believes that Mr. Black’s extensive leadership experience as a public company chief executive officer and track record of helping healthcare technology businesses grow qualify him to serve as a member of our board of directors.
 
10|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
Frank Corvino
Independent Director
Director Since: 2014
Committees:

Audit and Risk

Talent, Compensation and Culture
Current Outside Public Directorships:

None
Frank Corvino has served as a member of our board of directors since 2014.
Mr. Corvino served as Chairman of the Greenwich Hospital Foundation in Greenwich, Connecticut, from 2014 to 2016, and also has been President of Corvino & Corvino, a consulting firm, since 2015. Mr. Corvino served as President and Chief Executive Officer of Greenwich Hospital from 1992 until 2014 and served as Chief Operating Officer of Greenwich Hospital from 1988 to 1992. Mr. Corvino served as Executive Vice President of Yale New Haven Health System from 1998 to 2014.
Since 2013, Mr. Corvino has been a member of the Fordham University Science Council.
Mr. Corvino holds a B.S. in Pharmacy from Fordham University and an M.S. in Pharmacy Administration from St. John’s University.
The board of directors believes that Mr. Corvino’s extensive experience in the healthcare industry, including his decades of experience as a leader of hospitals and hospital systems, qualifies him to serve as a member of our board of directors.
Adrian Dillon
Independent Director
Director Since: 2016
Committees:

Audit and Risk (Chair)

Cybersecurity and Technology
Current Outside Public Directorships:

SUSE S.A.
Adrian Dillon has served as a member of our board of directors since 2016.
Mr. Dillon is a member of the supervisory board and chairman of the audit committee of SUSE S.A. Mr. Dillon served as a member of the board of directors of Datto Holding Corp. from 2020 to 2022, WNS (Holdings) Limited from 2012 to 2021, Williams-Sonoma, Inc. (NYSE: WMS) from 2005 to 2017, Wonga Group Limited from 2013 to 2015, NDS Group Limited from 2011 to 2012, Verigy Pty from 2006 to 2007, and LumiLeds Inc. from 2002 to 2007. He also held key finance roles including, Chief Financial Officer and Chief Administrative Officer at Skype Limited from 2010 to 2011 and Executive Vice President—Finance & Administration and Chief Financial Officer at Agilent Technologies, Inc. from 2001 to 2010, as well as various positions at Eaton Corporation from 1979 to 2001.
Mr. Dillon was a member and past chairman of The Conference Board Council of Financial Executives.
Mr. Dillon graduated from Amherst College with a Bachelor of Arts degree in Economics.
The board of directors believes that Mr. Dillon’s extensive financial and accounting expertise and thorough understanding of financial reporting rules and regulations, including the management of internal controls, qualifies him to serve as a member of our board of directors.
 
HealthEquity, Inc. 2023 Proxy Statement |11

Proposal No. 1 Election of Directors
Evelyn Dilsaver
Independent Director
Director Since: 2014
Committees:

Audit and Risk

Nominating, Governance and Corporate Sustainability (Chair)
Current Outside Public Directorships:

Tempur Sealy International, Inc. (NYSE: TPX)

QuidelOrtho Corporation (Nasdaq: QDEL)
Evelyn Dilsaver has served as a member of our board of directors since 2014.
Ms. Dilsaver is a member of the board of directors and chair of the audit committee of Tempur Sealy International, Inc. (NYSE: TPX) and a member of the board of directors of QuidelOrtho Corporation (Nasdaq: QDEL). In the past five years, Ms. Dilsaver has also served as a director of Aéropostale Inc. (NYSE: ARO), HighMark Funds, Russell Exchange Traded Funds, Longs Drug Stores Corp. and Tamalpais Bancorp. She is also a member of the board of directors of a privately held corporation and real estate investment trust. Ms. Dilsaver was formerly a member of The Charles Schwab Corporation from 1991 until her retirement in 2007. During her tenure at The Charles Schwab Corporation, Ms. Dilsaver held various senior management positions within the organization, including Executive Vice President (The Charles Schwab Corporation) and President and Chief Executive Officer (Charles Schwab Investment Management). Prior to becoming President and Chief Executive Officer of Charles Schwab Investment Management, a position she held from 2003 to 2007, Ms. Dilsaver held the position of Senior Vice President, Asset Management Products and Services.
Ms. Dilsaver holds a B.S. in Accounting from California State University, East Bay, and is a Certified Public Accountant.
The board of directors believes that Ms. Dilsaver’s extensive financial industry experience and her background as the chief executive officer of a significant business line of a publicly traded corporationqualifies her to serve as a member of our board of directors.
Debra McCowan
Independent Director
Director Since: 2018
Committees:

Nominating, Governance and Corporate Sustainability

Talent, Compensation and Culture (Chair)
Current Outside Public Directorships:

None
Debra McCowan has served as a member of our board of directors since 2018.
Ms. McCowan is Executive Vice President and Chief Human Resources Officer for NetApp, Inc. (NASDAQ: NTAP), a hybrid cloud data services and data management company, since 2018, where she is responsible for developing the global HR strategy. Prior to joining NetApp, Ms. McCowan was the Executive Vice President and Chief Human Resource Officer of Equinix, Inc. (NASDAQ: EQIX), a global interconnection and data center company, from 2013 to 2018. Prior to joining Equinix, Ms. McCowan was the co-founder and partner at Accelerance, Inc. from 2011 to 2013, where she provided organizational and systems change strategy consulting services, including leadership development and executive coaching. Ms. McCowan also served as Vice President of Worldwide Human Resources for Avago Technologies U.S. Inc. from 2007 to 2011, and Vice President of Human Resources for Hitachi Data Systems, a subsidiary of Hitachi, Ltd., from 2005 to 2006.
Ms. McCowan graduated with a post-graduate degree in Human Resources and Industrial Relations Management from the University of Melbourne and holds a Bachelor of Arts degree from La Trobe University in Australia.
The board of directors believes that Ms. McCowan’s extensive human resources, governance and compliance background, experience developing talent-driven organizations with strong cultures, insights into organizational architectures and deep understanding of employee benefits qualify her to serve as a member of our board of directors.
 
12|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
Rajesh Natarajan
Independent Director
Director Since: 2022
Committees:

Audit and Risk

Cybersecurity and Technology
Current Outside Public Directorships:

Bread Financial Holdings, Inc. (NYSE: BFH)
Rajesh Natarajan has served as a member of our board of directors since 2022.
Mr. Natarajan has been the Chief Product and Strategy Officer of Globalization Partners since 2022. Prior to joining Globalization Partners, Mr. Natarajan was Executive Vice President of Products and Engineering of RingCentral, Inc. (NYSE: RNG) from 2020 to 2021. Mr. Natarajan was Executive Vice President and Chief Product and Technology Officer of Ancestry.com from 2017 to 2020. Mr. Natarajan served in senior leadership positions with increasing responsibility in the areas of technology and product development at Intuit, Inc. (NASDAQ: INTU) from 2014 to 2017, including as Senior Vice President and Chief Information Security and Fraud Officer. Mr. Natarajan served in senior leadership positions with increasing responsibility in the areas of technology and product development at PayPal Holdings, Inc. (NASDAQ: PYPL) from 2006 to 2014, including as Vice President, Platform Engineering and Operations. Mr. Natarajan also served in various management positions with increasing responsibility in the area of technology from 1995 to 2006 with Sabre Holdings Corporation, including as an early member of the development team that founded Travelocity.com. Mr. Natarajan currently serves as a member of the board of directors for Bread Financial Holdings, Inc. (NYSE: BFH).
Mr. Natarajan holds a B.S. in Mechanical Engineering from Jawaharlal Nehru Technological University and an M.S. in Industrial Engineering from Clemson University.
The board of directors believes that Mr. Natarajan’s extensive experience in technology development, information technology, product development and cybersecurity qualify him to serve as a member of our board of directors.
Stuart Parker
Independent Director
Director Since: 2020
Committees:

Cybersecurity and Technology

Talent, Compensation and Culture
Current Outside Public Directorships:

Kemper Corporation (NYSE: KMPR)
Stuart Parker has served as a member of our board of directors since 2020.
Mr. Parker currently serves as a member of the board of directors for Kemper Corporation (NYSE: KMPR) and Factory Mutual Insurance Company. Mr. Parker served as President and CEO of United Services Automobile Association (USAA) from 2015 until his retirement in 2020. He spent more than 21 years with USAA in various roles, including Chief Operating Officer (2014—2015), Chief Financial Officer (2012—2014), President of the Property & Casualty Insurance Group (2007—2012), and President of Financial Planning Services (2004—2007).
Mr. Parker holds a B.B.A. in Management from Valdosta State University and an M.B.A. from St. Mary’s University. Mr. Parker is a distinguished graduate of the Air Force ROTC program and served in the U.S. Air Force for nearly 10 years, including service in Operations Desert Shield and Desert Storm.
The board of directors believes that Mr. Parker’s business experience and his background as a president and chief executive officer of a large financial institution qualifies him to serve as a member of our board of directors.
 
HealthEquity, Inc. 2023 Proxy Statement |13

Proposal No. 1 Election of Directors
Gayle Wellborn
Independent Director
Director Since: 2017
Committees:

Audit and Risk

Cybersecurity and Technology (Chair)
Current Outside Public Directorships:

None
Gayle Wellborn has served as a member of our board of directors since 2017.
Ms. Wellborn currently works as an independent Digital and Customer Experience consultant. Prior to her work as a consultant, Ms. Wellborn was the Senior Vice President, Brand and Digital Group for Ally Financial Inc. (NYSE: ALLY) from 2012 to 2015, and Senior Vice President, eCommerce executive for Ally from 2008 to 2012. She also was Senior Vice President, Online Banking and responsible for Bank of America Corp’s (NYSE: BAC) online and mobile banking products and services from 2002 to 2008. At both Ally and Bank of America she was responsible for the strategy and delivery of innovative online and mobile products, services and customer experiences, and also was responsible for the development and execution of Ally’s consumer social media strategy. She was part of the team to lead the rebranding of GMAC to Ally Financial, and was accountable for the launch of Ally Bank and the Ally Bank call centers in the U.S. and Canada. Before joining Bank of America, Ms. Wellborn served in various technology and customer service leadership positions at First Union/Wachovia.
Ms. Wellborn graduated with an Executive MBA from Queens University in North Carolina and holds a Bachelor of Arts degree from the University of North Carolina.
The board of directors believes that Ms. Wellborn’s extensive business experience, particularly in the financial, branding, technology and digital areas, qualifies her to serve as a member of our board of directors.
Retiring Director
Effective immediately following the Annual Meeting, Mr. Ian Sacks’ term will expire, at which time he will retire from our board of directors. The Company gratefully acknowledges and thanks Mr. Sacks for his years of service and dedication to our board of directors.
Board Effectiveness and Long-Term Planning
Assessments and Performance Reviews
Our board of directors and each of its committees conduct annual self-assessments, which are intended to facilitate a candid assessment and discussion by the board and each committee of its effectiveness in fulfilling its responsibilities. The nominating, governance and corporate sustainability committee oversees the annual self-assessments. All directors complete an evaluation form for the board and for each committee on which they serve. These forms include ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key insights into the areas directors believe the board can improve or in which its performance is strong. Evaluation topics include number and length of meetings, topics covered and materials provided, committee structure and activities, board composition and expertise, director education opportunities, succession planning, director participation and interaction with management. Directors also conduct regular peer assessments of the performance of their fellow directors. These peer assessments include a questionnaire and individual director interviews and are typically conducted by our chairman, although an independent third party is used periodically to provide an outside perspective. Our board considers the results of the board, committee and peer assessments when making decisions on the structure and responsibilities of our board and its committees, and in our board refreshment process.
Board Succession Planning
As part of board succession planning, and to ensure our board of directors has a diverse and relevant mix of perspectives and expertise, the nominating, governance and corporate sustainability committee has been conducting an ongoing board refreshment process. As a result of this process, two new directors, Messrs. Natarajan and Black, joined the board of directors in May and September of 2022, respectively. Mr. Natarajan brought critical technology expertise and Mr. Black brought significant executive expertise in the healthcare technology industry. As noted above, one independent director, Mr. Sacks, is not standing for election, and accordingly, will retire from the board of directors effective following the Annual Meeting.
 
14|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
We expect this board refreshment process to continue over the coming years. As part of this process, gender diversity among director nominees fell to 25% this year due to the addition of Messrs. Black and Natarajan to the board of directors. However, with Mr. Sacks’ retirement from the board, gender diversity will increase to 27% immediately following the Annual Meeting (assuming all director nominees are elected). The nominating, governance and corporate sustainability committee expects gender diversity to again reach at least 30% over the next year as the board refreshment process continues.
The board refreshment process also includes refreshing committee leadership and membership from time to time. The chairs of each of our committees were changed recently, with Ms. McCowan becoming chair of the talent, compensation and culture committee in June 2020, and Mr. Dillon and Mses. Dilsaver and Wellborn becoming chairs of the audit and risk committee, nominating, governance and corporate sustainability committee, and cybersecurity and technology committee, respectively, in September 2021. Committee membership has also been refreshed as new directors have joined the board of directors and others have retired.
Considerations in Evaluating Director Nominees
Our nominating, governance and corporate sustainability committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, including the members of the board of directors eligible for re-election, our nominating, governance and corporate sustainability committee will consider the current size, composition and needs of our board of directors and the respective committees of the board of directors, including, without limitation, issues of character, integrity, judgment, diversity, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, and other commitments. Our nominating, governance and corporate sustainability committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.
Our nominating, governance and corporate sustainability committee requires the following minimum qualifications to be satisfied by any nominee for a position on the board of directors: (i) the highest personal and professional ethics and integrity; (ii) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; (iii) skills that are complementary to those of the existing members of the board of directors; (iv) the ability to assist and support management and make significant contributions to our success; and (v) an understanding of the fiduciary responsibilities that are required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
If our nominating, governance and corporate sustainability committee determines that an additional or replacement director is required, it may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating, governance and corporate sustainability committee, the board of directors or management. Our nominating, governance and corporate sustainability committee also may propose to the board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to the board of directors. After our nominating, governance and corporate sustainability committee makes its recommendations to the board of directors, the board of directors has final authority on determining the selection of those director candidates for nomination to the board of directors.
Director Independence
Our common stock is listed on the NASDAQ Global Select Market. Under NASDAQ rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and NASDAQ listing requirements. In addition, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and NASDAQ listing requirements.
 
HealthEquity, Inc. 2023 Proxy Statement |15

Proposal No. 1 Election of Directors
Our board of directors has undertaken a review of the independence of each director and considered whether such director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors has determined that Messrs. Selander, Black, Corvino, Dillon, Natarajan, Parker and Sacks and Mses. Dilsaver, McCowan and Wellborn are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of NASDAQ.
Our board of directors has determined that each member of our talent, compensation and culture committee meets the requirements for independence under the rules and regulations of the SEC, including Rule 10C-1 under the Exchange Act, and NASDAQ listing requirements, is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.
Board Leadership Structure
Our board of directors is responsible for providing oversight of the affairs of the Company. Our board of directors consists of a non-executive chairman of the board of directors and four standing committees that are each led by a chair. Ten of the 12 current directors (nine of the 11 following the Annual Meeting, assuming all nominees are re-elected) are independent, which we believe provides effective independent oversight of management. Our Chief Executive Officer is a director, but he does not serve as chairman of the board of directors and does not serve on any committee of the board of directors.
We believe that the current leadership structure of the board of directors is appropriate because it allows the board of directors and its committees to fulfill their responsibilities, draws upon the experience and talents of all directors, encourages management accountability to the board of directors and helps maintain good communication among members of the board of directors and with management. In particular, by having our Chief Executive Officer serve as a member of our board of directors—with a separate individual serving as chairman of our board of directors—we believe we optimize the development of our Company’s strategy by embracing the diverse perspectives and roles of our independent directors and our Chief Executive Officer.
While we currently have a separate non-executive chairman of the board of directors and Chief Executive Officer, our corporate governance guidelines allow for the same person to serve as both chairman and chief executive officer. In that circumstance, the independent directors would be entitled to elect a lead independent director. Among other reasons, our board of directors could determine to have the same person serve as both chairman and chief executive officer if it determined that doing so would better optimize the development of our Company’s strategy while also allowing the board of directors and its committees to fulfill their responsibilities.
Board Meetings and Committees
During the fiscal year ended January 31, 2023, our board of directors held six meetings (including regularly scheduled and special meetings). Each director, other than Mr. Sacks (who is retiring from the Board immediately following the Annual Meeting), attended at least 75% of the aggregate of  (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.
It is the policy of our board of directors to regularly have separate meeting times for independent directors without management.
Our board of directors has adopted a policy that our directors are strongly encouraged to attend each annual meeting of stockholders. All of the members of our board of directors who were directors at the time of our 2022 annual meeting of stockholders attended the annual meeting of stockholders.
Our board of directors has four standing committees:

the audit and risk committee,

the cybersecurity and technology committee,

the nominating, governance and corporate sustainability committee, and

the talent, compensation and culture committee.
 
16|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NASDAQ listing requirements. A copy of the charter of each committee is available in the Corporate Governance section of our Investor Relations webpage: ir.healthequity.com.
Audit and Risk Committee
Members:

Adrian Dillon (Chair and Financial Expert)

Paul Black (Financial Expert)

Frank Corvino

Evelyn Dilsaver (Financial Expert)

Rajesh Natarajan

Gayle Wellborn
Independence: 6 of 6
Meetings in Fiscal 2023: 11
Actions by Unanimous Written Consent: 0
Key responsibilities include:

selecting, hiring and setting the compensation for our independent registered public accounting firm to act as our independent auditor;

evaluating the qualifications, performance and independence of our independent registered public accounting firm;

pre-approving any audit and non-audit and tax services to be performed by our independent registered public accounting firm;

reviewing and approving the internal audit plan for each upcoming year;

reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures;

overseeing procedures for the treatment of complaints on accounting, internal accounting controls or audit matters;

reviewing and discussing with the board of directors reports regarding the major risk exposures of the Company;

reviewing and approving the risk management plan for each upcoming year;

reviewing and discussing with management and our independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports;

reviewing our compliance with financial covenants under any existing debt instruments;

reviewing and approving related person transactions; and

preparing the audit and risk committee report that the SEC requires be included in our annual proxy statement.
 
HealthEquity, Inc. 2023 Proxy Statement |17

Proposal No. 1 Election of Directors
Cybersecurity and Technology Committee
Members:

Gayle Wellborn (Chair)

Adrian Dillon

Rajesh Natarajan

Stuart Parker

Ian Sacks
Independence: 5 of 5
Meetings in Fiscal 2023: 4
Actions by Unanimous Written Consent: 0
Key responsibilities include:

reviewing the Company’s cybersecurity threat landscape, risks and data security programs, as well as the Company’s management and mitigation of cybersecurity risks and potential breach incidents;

reviewing the Company’s compliance with applicable information security and data protection laws and industry standards;

reviewing the Company’s technology and information systems strategies and trends that may affect these strategies;

reviewing reports and key metrics on the Company’s cybersecurity, technology and information systems and related risk management programs;

reviewing the progress of major technology-related proposals, plans, projects and architecture decisions to ensure that these projects and decisions support the Company’s overall business strategy and receive appropriate support from the Company;

reviewing the capacity, performance and reliability of the Company’s technology platforms;

reviewing and discussing with management the Company’s cybersecurity, technology and information systems policies as to risk assessment and risk management;

reviewing and providing oversight on the Company’s crisis preparedness with respect to cybersecurity, technology and information systems;

referring to the audit and risk committee any matters that fall under the oversight of the audit and risk committee or are otherwise relevant for noting or consideration by the audit and risk committee; and

reviewing the Company’s budget, investments, insurance, training and staffing as they relate to cybersecurity, technology and information systems.
Nominating, Governance and Corporate Sustainability Committee
Members:

Evelyn Dilsaver (Chair)

Debra McCowan

Ian Sacks

Robert Selander
Independence: 4 of 4
Meetings in Fiscal 2023: 6
Actions by Unanimous Written Consent: 1
Key responsibilities include:

evaluating and making recommendations regarding the qualifications, composition, organization, and governance of our board of directors;

identifying and screening individuals qualified to become members of our board of directors and making recommendations regarding the selection and approval of nominees for director;

overseeing the annual evaluation of and reporting to the board of directors on the performance and effectiveness of the board of directors and its committees;

overseeing the Company’s strategy, policies, programs and public reporting relating to corporate social responsibility matters, including with respect to environmental, social and governance sustainability matters; and

reviewing and making recommendations regarding our corporate governance guidelines and overseeing our corporate governance practices, including reviewing and making recommendations regarding other documents and policies in our corporate governance framework.
 
18|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
Talent, Compensation and Culture Committee
Members:

Debra McCowan (Chair)

Paul Black

Frank Corvino

Stuart Parker

Robert Selander
Independence: 5 of 5
Meetings in Fiscal 2023: 6
Actions by Unanimous Written Consent: 1
Key responsibilities include:

reviewing and approving the corporate goals and objectives applicable to the compensation of our Chief Executive Officer and evaluating the Chief Executive Officer’s performance in light of those goals and objectives;

reviewing, approving and, when appropriate, making recommendations regarding our Chief Executive Officer’s and all other executive officers’ annual base salaries; incentive compensation plans, including the specific goals and amounts; equity compensation, employment agreements, severance arrangements and change-in-control arrangements; and any other benefits, compensation or arrangements;

administering our incentive compensation plans and equity compensation plans;

overseeing succession planning for key executives other than our Chief Executive Officer;

reviewing the Company’s program for management development;

reviewing, approving and, when appropriate, making recommendations regarding employee benefit plans;

overseeing the Company’s culture and related strategies, programs and risks;

overseeing the Company’s talent management, development and retention and related strategies, programs and risks, including the Company’s diversity and inclusion initiatives and results;

reviewing and discussing with management the Company’s Compensation Discussion and Analysis and the related executive compensation disclosures included in this proxy statement;

reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking and evaluating compensation policies and practices that could mitigate such risk;

evaluating and making recommendations regarding the compensation of our non-employee directors;

reviewing our compliance with the requirements under the Sarbanes-Oxley Act relating to loans to directors and officers and with all other applicable laws affecting employee compensation and benefits; and

overseeing our overall compensation philosophy, compensation plans and benefits programs.
Compensation Committee Interlocks and Insider Participation
The current members of our talent, compensation and culture committee are Ms. McCowan and Messrs. Black, Corvino, Selander and Parker. None of the members of our talent, compensation and culture committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee, or other board committee performing equivalent functions, of any entity that has one or more executive officers serving on our talent, compensation and culture committee or our board of directors. None of the members of our talent, compensation and culture committee has any relationship required to be disclosed under this caption under the rules of the SEC.
 
HealthEquity, Inc. 2023 Proxy Statement |19

Proposal No. 1 Election of Directors
Board Diversity Matrix
The following table includes the Company’s board diversity matrix as of May 12, 2023:
Total Number of Directors
12
Female
Male
Non-Binary
Did Not Disclose
Gender
Part I: Gender Identity
Directors
3
9
0
0
Part II: Demographic Background
African American or Black
0
0
0
0
Alaskan Native or Native American
0
0
0
0
Asian
2
1
0
0
Hispanic or Latinx
0
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
1
8
0
0
Two or More Races or Ethnicities
0
0
0
0
LGBTQ+
0
Did Not Disclose Demographic Background
0
Stockholder Recommendations for Nominations to the Board of Directors
Our nominating, governance and corporate sustainability committee will consider candidates for directors recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of HealthEquity continuously for at least 12 months prior to the date of the submission of the recommendation. Our nominating, governance and corporate sustainability committee will evaluate such recommendations in the same manner as candidates recommended from other sources. Stockholders wishing to recommend a candidate for nomination should direct the recommendation in writing by letter to our Corporate Secretary at:
HealthEquity, Inc.
15 W. Scenic Pointe Dr., Suite 100
Draper, UT 84020
Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve on our board of directors, information regarding any relationships between the candidate and HealthEquity and evidence of the recommending stockholder’s ownership of our common stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership to the board of directors. Our nominating, governance and corporate sustainability committee has discretion to decide which individuals to recommend for nomination as directors, including issues of character, integrity, judgment, diversity, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and personal references.
A stockholder can nominate a candidate directly for election to our board of directors by complying with the procedures in Article II, Section 2 of our Amended and Restated By-Laws (“by-laws”) and the rules and regulations of the SEC. Any eligible stockholder who wishes to submit a nomination should review the requirements in our by-laws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary at:
HealthEquity, Inc.
15 W. Scenic Pointe Dr., Ste. 100
Draper, UT 84020
 
20|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
To be timely for our 2024 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than February 23, 2024, and no later than March 24, 2024. The notice must state the information required by Article II, Section 2 of our by-laws and otherwise must comply with applicable federal and state law.
A nomination will not be considered if it does not comply with these notice procedures and the additional requirements set forth in our by-laws, including, as appropriate, those set forth in Rule 14a-19 of the Exchange Act.
Director Compensation
In December 2022, with the assistance of Semler Brossy, our compensation consultant, our board of directors benchmarked our non-employee director compensation against our peers, reviewed our non-employee director compensation policy and determined that no changes were needed in the retainer fees payable to our non-employee directors pursuant to such policy. A director may elect to receive these retainer fees in cash or in the form of restricted stock units. The retainers that were payable to each of the non-employee directors of our board of directors for the fiscal year ended January 31, 2023 and that will be payable to each of the non-employee directors for the fiscal year ending January 31, 2024 are described below.
Director Retainer Fees
FY2024
($)
FY2023
($)
Annual Retainer Fee 50,000 50,000
Additional Annual Retainer Fee for Board Committee Chairpersons:

Audit and Risk Committee
40,000 40,000

Talent, Compensation and Culture Committee
20,000 20,000

Nominating, Governance and Corporate Sustainability Committee
10,000 10,000

Cybersecurity and Technology Committee
20,000 20,000
Additional Annual Retainer Fee for Board Committee Members:

Audit and Risk Committee
15,000 15,000

Talent, Compensation and Culture Committee
7,500 7,500

Nominating, Governance and Corporate Sustainability Committee
5,000 5,000

Cybersecurity and Technology Committee
7,500 7,500
Additional Chairperson Retainer Fee 100,000 100,000
In addition, pursuant to our non-employee director compensation policy, each non-employee director is entitled to receive:

an annual restricted stock unit award granted on the date of the Company’s annual meeting of stockholders with a value of  $200,000, with all of the shares of our common stock subject to the award vesting on the earlier of either the date of the Company’s next annual meeting of stockholders or the one-year anniversary of the date of the grant; and

for any newly appointed non-employee director, a pro-rated annual restricted stock unit award based on the date of appointment, that will vest on the date of the annual meeting following such appointment.
Pursuant to our non-employee director compensation policy, each non-employee director may elect to receive restricted stock units (with quarterly vesting) in lieu of cash retainers, except that no such deferral election is available in a non-employee director’s first year of service. The number of restricted stock units will be determined by dividing the value of the cash retainer by the closing price of a share of our common stock on the date of grant. Restricted stock units will be valued at 100% of the closing price of our common stock on the date of grant.
We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending board of directors and committee meetings or performing other services for us in their capacities as directors.
Directors who also serve as directors of our wholly owned subsidiary HealthEquity Trust Company receive an annual cash retainer fee of  $15,000 for that service.
 
HealthEquity, Inc. 2023 Proxy Statement |21

Proposal No. 1 Election of Directors
Fiscal 2023 Director Compensation Table
The following table sets forth information concerning the compensation paid to our non-employee directors during the fiscal year ended January 31, 2023.
Name
Fees Earned or Paid in Cash(1)
($)
Stock Awards(2)(3)(4)
($)
All Other Compensation(5)
($)
Total
($)
Robert Selander 162,500 278,000 440,500
Paul Black 30,275 161,538 191,813
Frank Corvino 72,500 278,000 350,500
Adrian Dillon 375,500 375,500
Evelyn Dilsaver 70,000 278,000 15,000 363,000
Debra McCowan 353,000 353,000
Rajesh Natarajan 49,547 228,563 278,110
Stuart Parker 343,000 343,000
Ian Sacks 335,500 335,500
Gayle Wellborn 85,000 278,000 363,000
(1)
In the fiscal year ended January 31, 2022, the Company paid certain non-employee directors cash retainer fees greater than they were entitled to receive based on their service due to changes in committee and chair assignments that occurred during the fiscal year. As a result, cash payments to impacted directors in the fiscal year ended January 31, 2023 were reduced by the amounts of any overpayments in the fiscal year ended January 31, 2022.
(2)
The amounts reported in this column represent the aggregate grant date value of the restricted stock units granted to the non-employee directors during the fiscal year ended January 31, 2023, calculated in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The grant date fair value is calculated using the closing price of our common stock on the date of grant. See Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 for a discussion of the assumptions used to calculate these values.
(3)
The table below shows the aggregate number of option awards outstanding, whether or not exercisable, and unvested restricted stock units outstanding for each non-employee director as of January 31, 2023.
Name
Aggregate Option Awards Outstanding
as of January 31, 2023
(#)
Aggregate Unvested Restricted Stock Units
Outstanding as of January 31, 2023
(#)
Robert Selander 65,000 2,996
Paul Black 2,458
Frank Corvino 10,090 2,996
Adrian Dillon 24,446 2,996
Evelyn Dilsaver 55,851 9,492
Debra McCowan 2,996
Rajesh Natarajan 2,996
Stuart Parker 8,527
Ian Sacks 53,024 2,996
Gayle Wellborn 12,075 2,996
(4)
In connection with the transition of the timing of annual director equity awards, for the period from February 1, 2022 until the date of the Company’s annual meeting of stockholders in 2022, a one-time equity award was granted to the directors serving on the board at that time with a value of  $78,000 (pro rata for Mr. Natarajan). All of the shares of our common stock subject to this one-time award vested on the date of the Company’s annual meeting of stockholders in 2022.
(5)
Includes cash retainer fees paid to Ms. Dilsaver for serving on the board of directors of HealthEquity Trust Company, a wholly owned subsidiary of the Company.
Director Stock Ownership Guidelines
Under our stock ownership guidelines, each non-employee director, within five years of the director’s election or appointment to the board of directors, should own shares of our common stock with a value equal to five times the director’s annual cash retainer.
 
22|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
The table below shows the ownership guidelines for each of our non-employee directors, their applicable compliance dates, and whether they were in compliance, as applicable, as of July 31, 2022, which was the last applicable measurement date under our stock ownership guidelines:
Name
Ownership Guideline
(Multiple of Annual Cash Retainer)
Compliance Date
Compliance Status
Robert Selander
5x
July 31, 2021
In compliance
Paul Black
5x
September 1, 2027
N/A
Frank Corvino
5x
July 31, 2021
In compliance
Adrian Dillon
5x
September 1, 2021
In compliance
Evelyn Dilsaver
5x
July 31, 2021
In compliance
Debra McCowan
5x
April 1, 2023
N/A
Rajesh Natarajan
5x
May 2, 2027
N/A
Stuart Parker
5x
December 4, 2025
N/A
Ian Sacks
5x
July 31, 2021
In compliance
Gayle Wellborn
5x
August 1, 2022
N/A
At the time of the last applicable measurement date, half of the fair market value of the shares of our common stock underlying vested stock options (to the extent the fair market value exceeded the applicable exercise price) were included when determining the director’s stock ownership, and shares underlying unvested restricted stock units were not counted towards determining the director’s stock ownership. Following the last applicable measurement date, at the recommendation of its compensation consultant, the board of directors amended our stock ownership guidelines such that shares of our common stock underlying vested stock options are no longer included when determining the director’s stock ownership, but both unvested and deferred and vested time-based restricted stock units are included when determining the director’s stock ownership. We believe that the stock ownership guidelines serve to further align the interests of our non-employee directors with the interests of our stockholders.
Vote Required
The election of directors requires a majority of the votes cast by the holders of shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. A “majority of the votes cast” means the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. Abstentions and broker non-votes will not count as a vote cast either “for” or “against” a director’s election.
In the event any nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, such nominee is required pursuant to the Company’s Corporate Governance Guidelines to irrevocably offer in writing his or her resignation to the board of directors, which the board of directors will determine whether to accept or reject. Our nominating, governance and corporate sustainability committee (excluding, if applicable, the director who tendered the resignation) will evaluate any such resignation in light of the best interests of the Company and its stockholders in determining whether to recommend to the board of directors that it accept or reject the resignation.
In reaching its decision, pursuant to our corporate governance guidelines, the board of directors may consider any factors it deems relevant, including but not limited to, (i) any stated reasons why stockholders voted against the director, (ii) any alternatives for curing the underlying cause of the “against” votes, (iii) the director’s tenure, (iv) the director’s qualifications, (v) the director’s past and expected future contributions to the Company, and (vi) the overall composition of the board of directors. In addressing such resignation, the board of directors may (A) accept the resignation offer, (B) defer acceptance of the resignation offer, (C) maintain the director but attempt to address the underlying cause of the “against” votes, (D) resolve that the director will not be re-nominated in the future for election, or (E) reject the resignation offer. An accepted resignation offer will become effective immediately upon acceptance or upon such other time as determined by the independent members of the board of directors.
 
HealthEquity, Inc. 2023 Proxy Statement |23

Proposal No. 1 Election of Directors
Additional Corporate Governance Matters
Risk Management
Risk is inherent with every business, and we face a number of risks, including strategic, financial, cyber, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk to our business. Management is responsible for the day-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management.
Our enterprise risk management program is led by our Senior Vice President of Risk and Compliance, who reports to our Executive Vice President, General Counsel and Corporate Secretary. The enterprise risk management team works with leaders across the Company to identify material risks and makes plans for risk remediation and acceptance. Our SVP of Risk and Compliance is a member of the Company’s disclosure committee and assists with the preparation of the Company’s public disclosure as part of the Company’s disclosure controls and procedures.
In its risk oversight role, our board of directors and its committees have the responsibility to satisfy themselves that the risk management processes designed and implemented by management are appropriate and functioning as designed.
Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our President and Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deem appropriate.
Our full board of directors reviews strategic and operational risk in the context of reports from our management team, receives reports on all significant committee activities at each regular meeting and evaluates the risks inherent in any significant transactions. In addition, the board of directors meets annually to discuss the key risks impacting the Company’s ability to achieve its corporate strategy.
While our board of directors is ultimately responsible for risk oversight, to more effectively provide adequate oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk:

Our audit and risk committee assists our board of directors in fulfilling its oversight responsibilities with respect to enterprise risk management. The audit and risk committee annually reviews the Company’s enterprise risk management program and annual plan and receives quarterly updates on the state of the program and progress toward achievement of the plan. In addition, the audit and risk committee reviews risks in the areas of internal control over financial reporting and disclosure controls and procedures and legal and regulatory compliance, and discusses with management and our independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit and risk committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Furthermore, the audit and risk committee is directly responsible for the appointment, retention, compensation and oversight of the work of the Company’s independent auditor (including resolution of disagreements between management and our auditor regarding financial reporting) in connection with auditing the Company’s annual financial statements, books, records, accounts and internal controls over financial reporting and related work.

Our cybersecurity and technology committee oversees management’s responsibilities with respect to the Company’s cybersecurity and technology and associated risks.

Our nominating, governance and corporate sustainability committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, environmental, social and governance matters and corporate governance.

Our talent, compensation and culture committee assesses risk created by the incentives inherent in our compensation policies and practices, as well as our culture and talent management and our diversity and inclusion initiatives.
 
24|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
Oversight of Environmental, Social and Governance Matters
Environmental, social and governance (“ESG”) matters are overseen by our board of directors and its committees, as well as management. Our board of directors provides strategic oversight of ESG topics material to the Company. As described above in “—Board Meetings and Committees—Nominating, Governance and Corporate Sustainability Committee”, the nominating, governance and corporate sustainability committee provides general oversight of the Company’s strategy, policies, programs and public reporting relating to corporate social responsibility matters, including ESG matters and provides regular updates to the board of directors regarding these matters. As further described below, the board’s committees also provide oversight of individual ESG topics material to the Company.
In 2021, the Company engaged an independent third-party to develop a materiality assessment of ESG topics. This assessment was overseen by our nominating, governance and corporate sustainability committee and coordinated by our Vice President of Corporate Sustainability. The assessment identified ESG topics material to the Company. For a description of these ESG topics, please review the Company’s 2023 Corporate Sustainability Report: “Sustainably Purple”, which is available on the Company’s website, but is not incorporated into this proxy statement.
The following table identifies each of the material ESG topics and the board committee that provides oversight of that topic:
Oversight Committee
Audit and Risk
Cybersecurity and
Technology
Nominating, Governance
and Corporate Sustainability
Talent, Compensation and
Culture
ESG Topic
Customer Privacy
Data Security
Anti-Corruption
Diversity and Equal Opportunity
Covid-19 Response
Employment and Employee Benefits
Non-Discrimination
Cybersecurity Oversight
As described above in “Board Meetings and Committees—Cybersecurity and Technology Committee”, the cybersecurity and technology committee provides oversight of the Company’s cybersecurity threat landscape, risks and data security programs, and the Company’s management and mitigation of cybersecurity risks and potential breach incidents. The cybersecurity and technology committee meets with the Company’s Chief Security Officer and team to, among other items, review any cybersecurity incidents, review key metrics on the Company’s cybersecurity program and related risk management programs, and discuss the Company’s cybersecurity programs and goals. The cybersecurity and technology committee updates the full board of directors during each quarterly board meeting, or more frequently if circumstances dictate.
The audit and risk committee provides an additional layer of cybersecurity oversight, as it provides oversight of the Company’s enterprise risk management program, which includes management of cybersecurity risks and the potential fraud and privacy risks that could arise from a cybersecurity incident.
Corporate Governance Guidelines, Code of Business Conduct and Ethics and Policy Oversight
Our board of directors has adopted corporate governance guidelines. These guidelines address items such as the role of our board of directors, conduct of board of directors and committee meetings and other corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Our code of business conduct and ethics and our corporate governance guidelines are posted on the Corporate Governance section of our Investor Relations webpage: ir.healthequity.com. We intend to post any amendments to our code of business conduct and ethics and our corporate governance guidelines, and any waivers of our code of business conduct and ethics for directors and executive officers, on the same website.
In addition to the corporate governance guidelines and code of business conduct and ethics, our board of directors also conducts an annual review of each committee charter and several other key governance policies.
 
HealthEquity, Inc. 2023 Proxy Statement |25

Proposal No. 1 Election of Directors
Related Person Transactions Governance
Our board of directors has adopted a formal written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. Related persons include any executive officer, director, or person who was serving as a director and/or executive officer at any time since the beginning of our last fiscal year, nominee for director, or holder of more than five percent of our common stock, or any of their immediate family members or affiliates. Related person transactions refers to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we or our subsidiaries were or are to be a participant, where the amount involved exceeds or is reasonably expected to exceed $120,000, and a related person had, has or will have a direct or indirect interest, other than publicly disclosed compensation arrangements with directors and executive officers, reimbursement of advances of business travel and expenses, certain transactions with other companies, certain charitable contributions, transactions where all stockholders receive proportional benefits and transactions involving competitive bids.
The policy provides that for any transaction the General Counsel determines is a related person transaction, our audit and risk committee or, in those instances in which the General Counsel, in consultation with the Chief Executive Officer or the Chief Financial Officer, determines that it is not practicable or desirable to wait until the next regularly scheduled audit and risk committee meeting, the chair of the audit and risk committee will consider all of the available facts and circumstances relevant to the transaction, including (if applicable) but not limited to: (i) the benefits to us; (ii) in the event the related person is a director (or immediate family member of a director or an entity with which a director is a partner, stockholder or executive officer), the impact that the transaction will have on a director’s independence; (iii) whether any alternative transactions or sources for comparable services or products are available; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to associates generally. After considering all such facts and circumstances and evaluating all options available to us, including ratification, revision or termination of the related person transaction, our audit and risk committee or the chair of the audit and risk committee, as applicable, shall determine in good faith whether the related person transaction is in, or is not inconsistent with, our best interests.
Related Person Transactions
We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were or will be a party, in which:

the amounts involved exceeded or are expected to exceed $120,000; and

any of our directors, nominees for director, executive officers or holders of more than 5% of our common stock, or any immediate family member or affiliate of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
The Vanguard Group, Inc. (“Vanguard”) is the beneficial owner of more than 5% of the Company’s outstanding common stock. The Company is party to an Employer Services Agreement with Vanguard through which the Company provides HSAs to Vanguard employees. Vanguard is also party to a Client Referral and SSO Agreement with the Company through which Vanguard may refer its clients to the Company for the provision of HSAs in return for certain referral fees paid by the Company. Under the agreements, the Company received $341,523 during the fiscal year ended January 31, 2023, paid Vanguard $955,814 during the fiscal year ended January 31, 2023, and expects to receive more than $120,000 during the fiscal year ending January 31, 2024.
BlackRock, Inc. (“BlackRock”) is the beneficial owner of more than 5% of the Company’s outstanding common stock. The Company is party to a Master Services Agreement with BlackRock through which the Company provides consumer-directed benefits to BlackRock employees. Under this agreement, BlackRock paid the Company $136,967 during the fiscal year ended January 31, 2023, and the Company expects to receive more than $120,000 during the fiscal year ending January 31, 2024.
FMR, LLC (“FMR”) is the beneficial owner of more than 5% of the Company’s outstanding common stock. The Company, through its subsidiary WageWorks, is party to an Employer Services Agreement with an affiliate of FMR through which WageWorks provides consumer-directed benefits to employees of FMR and its affiliates. Under this agreement, the Company received $4,301,204 during the fiscal year ended January 31, 2023, and the Company expects to receive more than $120,000 during the fiscal year ending January 31, 2024.
We have also entered into indemnification agreements with our directors and certain of our executive officers. The indemnification agreements and our certificate of incorporation and by-laws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.
 
26|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 1 Election of Directors
Other than as described above, there has not been over the last fiscal year, nor is there any currently proposed, transactions or series of similar transactions to which we have been or will be a party.
Whistleblower Policy
The audit and risk committee has established a telephone and Internet whistleblower hotline available to employees of the Company for the confidential and anonymous submission of suspected violations, including complaints regarding accounting, internal accounting controls or auditing matters, harassment, fraud and policy violations.
Stockholder Engagement
We carefully consider feedback from our stockholders regarding our executive compensation program and corporate governance issues. Our stockholders are invited to express their views to members of our board of directors as described under “Policies and Procedures for Communications to Independent Directors” below. We also engage in dialogue with our major stockholders throughout the year to solicit their views and opinions about various topics and matters of mutual interest.
We believe that our stockholder outreach process continues to strengthen our understanding of our stockholders’ concerns and the issues on which they are focused. We therefore expect to continue to engage with our stockholders on a regular basis.
Policies and Procedures for Communications to Independent Directors
In cases where stockholders wish to communicate directly with our non-management directors, messages can be sent to our General Counsel at:
HealthEquity, Inc.
15 W. Scenic Pointe Drive, Suite 100
Draper, UT, 84020
(801) 727-1000
Our General Counsel will review all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of the board of directors. Our General Counsel may decide in the exercise of his judgment whether a response to any stockholder communication is necessary and shall provide a report to our nominating, governance and corporate sustainability committee on a quarterly basis of any stockholder communications received to which the General Counsel has responded. This procedure does not apply to communications to non-management directors from officers or directors of HealthEquity who are stockholders or to stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.
 
HealthEquity, Inc. 2023 Proxy Statement |27

   
Proposal No. 2
Ratification of Appointment of Independent Registered Public Accounting Firm
Our audit and risk committee has appointed PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending January 31, 2024. PwC also served as our independent registered public accounting firm for the fiscal year ended January 31, 2023. Pursuant to the requirement mandated by the Sarbanes-Oxley Act of 2002, PwC’s lead audit partner rotates every five years, and will be required to rotate after the completion of the audit of our financial statements for the fiscal year ending January 31, 2026.
At the Annual Meeting, stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2024. Stockholder ratification of the appointment of PwC is not required by our by-laws or other applicable legal requirements. However, our board of directors is submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote, such appointment will be reconsidered by our audit and risk committee. Even if the appointment is ratified, our audit and risk committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during the fiscal year ending January 31, 2024, if our audit and risk committee believes that such a change would be in the best interests of the Company and its stockholders.
Representatives of PwC are expected to be present virtually at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from our stockholders.
Recommendation
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The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024.
 
28|HealthEquity, Inc. 2023 Proxy Statement

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to us by PwC for the fiscal years ended January 31, 2023 and 2022.
2023
($ in thousands)
2022
($ in thousands)
Audit fees(1) 5,288 6,307
Audit-related fees(2)
Tax fees(3)
All other fees(4) 1 9
Total 5,289 6,316
(1)
Audit fees consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, services rendered in connection with registration statements on Form S-8, services performed in connection with the filing of a prospectus supplement, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.”
(3)
Tax fees consist of fees billed for professional services rendered by PwC for tax advice.
(4)
All other fees consist of the aggregate fees billed for products and services provided and not otherwise included in “Audit fees,” “Audit-related fees” or “Tax fees”.
Auditor Independence
In the fiscal year ended January 31, 2023, there were no other professional services provided by PwC that would have required our audit and risk committee to consider their compatibility with maintaining the independence of PwC.
Audit and Risk Committee Policy on Pre-Approval of Audit and Permitted Non-Audit and Tax Services of Independent Registered Public Accounting Firm
Our audit and risk committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit and risk committee is required to pre-approve all audit and permitted non-audit and tax services performed by our independent registered public accounting firm in order to ensure that the provision of such services do not impair such accounting firm’s independence. All fees paid to PwC for the fiscal years ended January 31, 2023 and 2022 were pre-approved by our audit and risk committee.
Vote Required
The ratification of the appointment of PwC requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.
 
HealthEquity, Inc. 2023 Proxy Statement |29

   
Audit and Risk Committee Report
The information contained in the following Audit and Risk Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that HealthEquity, Inc., or the Company, specifically incorporates it by reference in such filing.
As members of the audit and risk committee, we are responsible for overseeing the Company’s accounting and financial reporting processes, the Company’s risk management and risk governance structure, the performance of the Company’s internal audit function and the audit of the Company’s financial statements. In addition, the audit and risk committee is responsible for reviewing and approving the Company’s risk management plan for each fiscal year. During the fiscal year ended January 31, 2023, the audit and risk committee held 11 meetings—with and without management present—at which the audit and risk committee reviewed and discussed, among other items, the Company’s operational auditing procedures, the annual plan and scope of work of the independent auditor, and the requirements of, and the Company’s compliance with Section 404 of the Sarbanes-Oxley Act, including the Public Company Accounting Oversight Board’s, or PCAOB’s, Auditing Standard No. 5 regarding the audit of internal control over financial reporting.
The audit and risk committee has oversight responsibility for management’s implementation of procedures for identifying, monitoring and communicating the risks inherent to the Company’s business, including financial and strategic risks and risks regarding the Company’s operations and reputation (including cyber risks). The audit and risk committee receives regular reports from management regarding the Company’s assessment of risk and regularly reports to the full board of directors. In addition, the cybersecurity and technology committee refers to the audit and risk committee any matters that have come to the attention of the cybersecurity and technology committee that fall under the oversight of the audit and risk committee, or are otherwise relevant for noting or consideration by the audit and risk committee, including any matters relating to the Company’s internal control over financial reporting.
The audit and risk committee has established a telephone and Internet whistleblower hotline available to employees of the Company for the confidential and anonymous submission of suspected violations, including complaints regarding accounting, internal accounting controls or auditing matters, harassment, fraud and policy violations. The audit and risk committee receives regular updates on submissions to the hotline.
The audit and risk committee has reviewed and discussed the Company’s audited consolidated financial statements with management and PricewaterhouseCoopers LLP, or PwC, the Company’s independent registered public accounting firm. The audit and risk committee has discussed with PwC the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the PCAOB.
The audit and risk committee has received and reviewed the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB regarding PwC’s communications with the audit and risk committee concerning independence, and has discussed with PwC its independence. In such discussions, the audit and risk committee considered, among other things, the length of time the PwC audit partner and other staff have been on the engagement, and other relationships that may impact the firm’s objectivity and independence.
Based on the review and discussions referred to above, the audit and risk committee recommended to the board of directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2023, for filing with the Securities and Exchange Commission.
Respectfully submitted by the members of the audit and risk committee of the board of directors:
Adrian Dillon (Chair)
Paul Black
Frank Corvino
Evelyn Dilsaver
Rajesh Natarajan
Gayle Wellborn
 
30|HealthEquity, Inc. 2023 Proxy Statement

   
Proposal No. 3
Advisory Vote on Compensation Paid to Our Named Executive Officers
Section 14A of the Exchange Act enables our stockholders to vote to approve, on a non-binding, advisory basis, the fiscal 2023 compensation paid to our named executive officers as disclosed in the section of this proxy statement titled “Executive Compensation,” including the Compensation Discussion and Analysis, compensation tables and narrative discussion that follows the compensation tables. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation paid to our named executive officers. Our stockholders previously approved, on a non-binding, advisory basis, that we conduct a “say-on-pay” vote on an annual basis.
As described in detail in the section of this proxy statement titled “Executive Compensation,” our compensation program for our named executive officers is designed to (i) attract and retain highly qualified named executive officers, who are critical to our long-term success; (ii) motivate and reward our named executive officers for achieving our short-term business and long-term strategic goals; and (iii) align the financial interests of our named executive officers with those of our stockholders.
Stockholders are urged to read the Compensation Discussion and Analysis, compensation tables and narrative discussion that follows the compensation tables in this proxy statement, which discuss in greater detail our compensation philosophy, policies and practices. Our board of directors believes that the compensation paid to our named executive officers is necessary, appropriate and properly aligned with our compensation philosophy and policies.
This vote is not intended to address any specific item of compensation, but rather the overall compensation paid to our named executive officers, and the philosophy, policies and practices described in this proxy statement. Accordingly, stockholders are being asked to indicate their support for the compensation paid to our named executive officers as described in this proxy statement by approving the following advisory resolution:
RESOLVED, that the stockholders of the Company approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
Although the vote is intended to be advisory and non-binding, we value the views of our stockholders, and the board of directors and our talent, compensation and culture committee will consider the voting results, along with other relevant factors, in connection with their ongoing evaluation of our executive compensation program.
Recommendation
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The Board of Directors unanimously recommends that stockholders vote their shares, on a non-binding, advisory basis, “FOR” the proposal to approve the compensation paid to our named executive officers as described in this proxy statement.
Vote Required
The approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers as described in this proxy statement requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal. Broker non-votes will have no effect on this proposal.
 
HealthEquity, Inc. 2023 Proxy Statement |31

   
Executive Officers
The following table identifies certain information about our executive officers as of May 12, 2023. Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
Name
Age
Position(s)
Jon Kessler 55 President and Chief Executive Officer
Stephen Neeleman, M.D. 55 Founder and Vice Chairman
Delano Ladd 42 Executive Vice President, General Counsel and Corporate Secretary
Tyson Murdock 52 Executive Vice President, Chief Financial Officer
Elimelech Rosner 66 Executive Vice President, Chief Technology Officer
Larry Trittschuh 51 Executive Vice President, Chief Security Officer
Jon Kessler
President and Chief Executive Officer Since: February 2014 | Director Since: March 2009
Jon Kessler has served as our President and Chief Executive Officer since February 2014 and as a director since March 2009. From March 2009 through January 2014, he served as our Executive Chairman. Prior to joining HealthEquity, Mr. Kessler founded WageWorks, a provider of tax-advantaged programs for consumer-centric health, commuter and other employee spending account benefits, serving as Chief Executive Officer of that company from 2000 to 2004, Executive Chairman in 2005, and Chief Executive Officer from 2006 to 2007. Prior to founding WageWorks, Mr. Kessler was a benefits taxation specialist at Arthur Andersen, LLP and, prior to that, he was a senior economist in Washington, D.C., specializing in employee benefits and environmental taxation during the Clinton and Bush (Sr.) administrations.
Mr. Kessler also currently serves as a trustee of the Employee Benefits Research Institute and a director of the International Baccalaureate Organization, both nonprofit organizations.
Mr. Kessler holds a B.A. from George Washington University in International Affairs and an M.P.P. from Harvard University’s John F. Kennedy School of Government.
Stephen Neeleman, M.D.
Founder Since: 2002 | Vice Chairman Since: February 2014
Stephen Neeleman, M.D. founded HealthEquity in 2002 and has served as our Vice Chairman since February 2014, having previously served as Chief Executive Officer from November 2002 through January 2014 and as a director since November 2002. Dr. Neeleman is a board certified general surgeon and practiced in Arizona and for Intermountain Healthcare in Utah, from July 2003 to December 2014. Dr. Neeleman is the co-author of The Complete HSA Guidebook—How to Make Health Savings Accounts Work for You and a contributor to The Innovator’s Prescription—A Disruptive Solution for Health Care. While on the faculty of the University of Arizona Department of Surgery, Dr. Neeleman spent time in Washington, D.C. educating lawmakers prior to the passage of the law that created HSAs. He serves on the America’s Health Insurance Plans’ HSA Leadership Council and the American Bankers’ Association HSA Council. He also serves on the State of Utah’s Health Data Committee and the Governor’s Office of Economic Development Board of Directors.
Prior to attending medical school, Dr. Neeleman worked as a senior manager for Morris Air (later acquired by Southwest Airlines).
Dr. Neeleman holds a B.A. from Utah State University and an M.D. from the University of Utah, and completed his surgical residency at the University of Arizona in Tucson.
 
32|HealthEquity, Inc. 2023 Proxy Statement

Executive Officers
Delano Ladd
Executive Vice President, General Counsel and Corporate Secretary Since: September 2016
Delano Ladd has served as our Executive Vice President, General Counsel and Corporate Secretary since September 2016, having previously served as our Deputy General Counsel from April to September 2016. Prior to joining HealthEquity, Mr. Ladd worked as an attorney in the Corporate and Financial Services practice group in the New York office of Willkie Farr & Gallagher LLP.
Mr. Ladd holds a B.A. from the University of Colorado and a J.D. from St. John’s University School of Law.
Tyson Murdock
Executive Vice President and Chief Financial Officer Since: April 2021
Tyson Murdock has served as our Executive Vice President and Chief Financial Officer since April 2021. Mr. Murdock joined HealthEquity in January 2018 and served as Senior Vice President and Corporate Controller until June 2020 and most recently as Executive Vice President and Deputy Chief Financial Officer from June 2020 to March 2021. Prior to joining HealthEquity, Mr. Murdock worked in various roles at eBay, Inc. beginning in the San Jose, CA corporate headquarters in 2007 as part of the Mergers and Acquisitions team, followed by service in the Salt Lake City, Utah office as the Chief Financial Officer of eBay Marketplace’s Global Customer Experience division from February 2015 to January 2018. Prior to joining eBay, Inc., Mr. Murdock worked as a senior manager at Ernst & Young LLP in the San Francisco Bay area, serving a variety of public and private audit clients.
Mr. Murdock holds a B.S. and a Master of Accountancy from Brigham Young University and is a Certified Public Accountant.
Elimelech Rosner
Executive Vice President and Chief Technology Officer Since: March 2022
Elimelech Rosner has served as our Executive Vice President and Chief Technology Officer since March 2022 and leads our technology team. Prior to joining HealthEquity, Mr. Rosner was Chief Product and Technology Officer for Finastra Limited from 2018 to 2022. Prior to his employment by Finastra Limited, Mr. Rosner worked in various technology leadership roles at NCR Payment Solutions from 2011 to 2018, including most recently as Chief Technology Officer from 2016 to 2018.
Mr. Rosner holds a Bachelor of Arts degree in Computer Science and a Bachelor of Science degree in Civil Engineering, each from Technion, Israel Institute of Technology.
Larry Trittschuh
Executive Vice President and Chief Security Officer Since: December 2018
Larry Trittschuh has served as our Executive Vice President and Chief Security Officer since December 2018. Mr. Trittschuh leads information security, privacy, fraud prevention, incident response, physical security, and enterprise risk teams. Prior to joining HealthEquity, Mr. Trittschuh served as Chief Security Officer for Barclays Americas from March 2018 to December 2018. Mr. Trittschuh’s professional background also includes Senior Vice President, Information Security for Synchrony Financial from July 2014 to March 2018, and various information security roles at General Electric from August 2006 to July 2014. Mr. Trittschuh has been an active participant in shaping cybersecurity partnership strategies in both industry and government. He was a founding Board member of the Defense Security Information Exchange (DSIE) and served on the Board of Directors of the Internet Security Alliance. Prior to joining GE, Mr. Trittschuh served as a pilot in the United States Air Force and Senior Consultant for BearingPoint, a management and technology consulting firm.
Mr. Trittschuh holds a bachelor’s degree in political science from the United States Air Force Academy and an FAA Airline Transport Pilot certificate.
 
HealthEquity, Inc. 2023 Proxy Statement |33

   
Talent, Compensation and Culture Committee Report
Our talent, compensation and culture committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, our talent, compensation and culture committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
Respectfully submitted by the members of the talent, compensation and culture committee of the board of directors:
Debra McCowan (Chair)
Paul Black
Frank Corvino
Stuart Parker
Robert Selander
 
34|HealthEquity, Inc. 2023 Proxy Statement

   
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the compensation program for our named executive officers. During the fiscal year ended January 31, 2023, these individuals were:

Jon Kessler, our President and Chief Executive Officer (our “CEO”);

Stephen Neeleman M.D., our Founder and Vice Chairman (our “Founder and Vice Chairman”);

Tyson Murdock, our Executive Vice President and Chief Financial Officer (our “CFO”);

Elimelech Rosner, our Executive Vice President and Chief Technology Officer (our “CTO”);

Larry Trittschuh, our Executive Vice President and Chief Security Officer (our “CSO”); and

Edward Bloomberg, our former Executive Vice President and Chief Operating Officer (our “Former COO”).
This Compensation Discussion and Analysis describes the material elements of our executive compensation program during the fiscal year ended January 31, 2023. It also provides an overview of our executive compensation philosophy and objectives. Finally, it analyzes how and why our talent, compensation and culture committee, which we refer to as the compensation committee in this Compensation Discussion & Analysis, arrived at the specific compensation decisions for our executive officers, including the named executive officers, for the fiscal year ended January 31, 2023, including the key factors that the compensation committee considered in determining their compensation.
Executive Summary
Fiscal Year 2023 Business Highlights
During the fiscal year ended January 31, 2023, we continued to execute on our core financial and business objectives. Our key financial and operational results were as follows:

Overall revenue of  $861.7 million, representing an increase of 14% from the fiscal year ended January 31, 2022;

Net loss of  $26.1 million, compared to net loss of  $44.3 million in the fiscal year ended January 31, 2022;

Net loss per diluted share of  $0.31, compared to net loss per diluted share of  $0.53 for the fiscal year ended January 31, 2022;

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”)(1) of  $272.3 million, representing an increase of 15% from the fiscal year ended January 31, 2022;

8.0 million health savings accounts (“HSAs”) at the end of the fiscal year ended January 31, 2023, representing an increase of 11% compared to the fiscal year ended January 31, 2022;

New HSAs from sales of 971,000; and

HSA Assets of  $22.1 billion as of January 31, 2023, representing an increase of 13% from the fiscal year ended January 31, 2022.
(1)
Adjusted EBITDA is not a generally accepted accounting principles (“GAAP”) financial measure. The definition of this non-GAAP financial measure, and a reconciliation to the most comparable GAAP measure, is included as Exhibit A to this proxy statement.
 
HealthEquity, Inc. 2023 Proxy Statement |35

Compensation Discussion and Analysis
Fiscal Year 2023 Executive Compensation Highlights
The following key compensation actions were taken with respect to the named executive officers for the fiscal year ended January 31, 2023 in order to better align their compensation with those holding similar executive positions within our compensation peer group:
Base Salaries
Annual base salaries for our CEO, Founder and Vice Chairman, CSO, and Former COO were unchanged from their previous year-end levels for the fiscal year ended January 31, 2022. The annual base salary for our CFO was increased by 14% from its previous year-end level for the fiscal year ended January 31, 2022 in order to (i) help ensure retention and (ii) ensure consistency with the general guideline established by our compensation committee of targeting total direct compensation for executive officers at the 50th percentile of the market, based on our compensation peer group. In connection with the hiring of our CTO effective March 15, 2022, our CTO received an annual base salary of  $550,000.
Annual Cash Bonuses
The target annual cash bonus opportunities for our CEO, Founder and Vice Chairman, CFO, CSO, and Former COO were unchanged from their previous levels for the fiscal year ended January 31, 2022. In connection with the hiring of our CTO effective March 15, 2022, our CTO was eligible to earn an annual cash bonus with a target of 75% of his base salary payable on the achievement of company performance objectives. Based on our performance as measured against our corporate performance objectives, annual cash bonuses paid to our CEO, Founder and Vice Chairman, CFO, CTO, and CSO under the 2023 Executive Bonus Plan ranged from 100% to 120% of their target annual cash bonus opportunities. In connection with his involuntary separation, our Former COO received a pro rata annual cash bonus payment pursuant to the terms of his employment agreement.
Long-Term Incentive Compensation
Our CEO, Founder and Vice Chairman, CFO, CTO, CSO, and Former COO received performance-based vesting restricted stock units, which are earned based on our relative total stockholder return compared to the stock price of the constituents of the Russell 2000 index in the period beginning March 30, 2022 (the date the performance-based vesting restricted stock units were granted by the compensation committee) and ending January 31, 2025. In addition, our Founder and Vice Chairman, CFO, CTO, CSO, and Former COO were granted long-term incentive compensation in the form of time-based vesting restricted stock units, which vest over a multi-year period.
Pay-for-Performance Discussion
We believe that our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers. To ensure that our executive officers’ interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, the compensation committee seeks to ensure that a majority of their target annual total direct compensation opportunity is “at-risk” and will vary above or below target levels commensurate with our performance.
We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceed pre-established goals through our annual cash bonus plan, as well as through the grant of both time-based and performance-based vesting equity awards for shares of our common stock, which we use to deliver long-term incentive compensation opportunities.
 
36|HealthEquity, Inc. 2023 Proxy Statement

Compensation Discussion and Analysis
Executive Compensation Policies and Practices
We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during the fiscal year ended January 31, 2023:
[MISSING IMAGE: ic_whitetick-bw.gif]   What We Do:

Independent Compensation Committee. Our compensation committee is comprised solely of independent directors.

Independent Compensation Committee Advisor. The compensation committee engaged its own independent compensation consultant to assist with its compensation review for the fiscal year ended January 31, 2023.

Annual Executive Compensation Review. The compensation committee reviews and approves our compensation strategy, including a review and determination of our compensation peer group to be used for comparative purposes and a review of our compensation-related risk profile, to ensure that our compensation programs do not encourage excessive or inappropriate risk taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.

Multi-year Vesting and Earn-out Requirements. The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.

Risk Mitigation. Our executive compensation program is designed, in part, to manage business and operational risk and to discourage short-term risk taking at the expense of long-term results.

Pay for Performance. A majority of target annual compensation for our named executive officers is “at-risk” compensation, including the performance-based annual cash incentive and long-term equity awards, subject to both performance-based and time-based vesting requirements.

Double-Trigger Vesting of Equity Awards. All outstanding equity awards held by our executive officers provide that such awards will vest only upon a qualifying termination within a 12-month period following a change in control of the Company in which the awards are assumed or substituted by the acquirer.

Stock Ownership Guidelines. We maintain robust stock ownership guidelines to further align the interests of our executive officers with the interests of our stockholders.

Clawback Policy. Our board of directors has adopted a clawback policy for the purpose of recouping certain executive compensation in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws.

Engage with Our Stockholders. We engage with our stockholders to discuss and understand their perceptions or concerns regarding our executive compensation program and other matters.
[MISSING IMAGE: ic_infografia-bw.gif]   What We Do Not Do

No Special Retirement Plans. We do not currently offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements to our executive officers that are not generally available to our other full-time, salaried team members.

No Special Health or Welfare Benefits. Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members.

No Perquisites. We generally do not provide any perquisites or other personal benefits to our executive officers.

No Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits to our executive officers.

No Post-Employment Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.

Hedging and Pledging Prohibited. We prohibit our executive officers, directors and certain other team members from hedging or pledging our equity securities.

No Dividends or Dividend Equivalents on Unvested Performance Awards. We do not pay dividends or dividend equivalents on performance-based awards unless and until the performance shares are earned and vest.
 
HealthEquity, Inc. 2023 Proxy Statement |37

Compensation Discussion and Analysis
FY23 Executive Officer Changes
New Chief Technology Officer
On March 15, 2022, Mr. Rosner started his employment as our Chief Technology Officer. Mr. Rosner’s initial compensation of a $550,000 base salary, 75% target bonus, one-time new hire sign-on bonus of  $800,000 and $8.0 million new hire equity award was determined after consultation with our compensation consultant and through an arm’s-length negotiation at the time of Mr. Rosner’s hiring.
Chief Operating Officer Termination
On August 1, 2022, Mr. Bloomberg’s employment as our Chief Operating Officer was involuntarily terminated without cause. Mr. Bloomberg continued serving in an interim advisory role for the Company through November 30, 2022 and received his normal compensation during that interim period. Upon termination of his employment, Mr. Bloomberg received severance for a termination without cause pursuant to the terms of his employment agreement. Please see “Potential Payments Upon Termination or Change In Control” below for more information on the severance terms included in our employment agreements, including for Mr. Bloomberg.
Executive Compensation Philosophy and Program Design
Compensation Philosophy
Our executive compensation program is guided by our overarching philosophy of only paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

Provide compensation and benefit levels that will attract, retain, motivate, and reward a highly talented team of executive officers within the context of responsible cost management;

Establish a direct link between our financial and operational results and strategic objectives and the compensation of our executive officers; and

Align the interests and objectives of our executive officers with those of our stockholders by linking the long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance.
Program Design
We structure the annual target total direct compensation of our executive officers, including the named executive officers, using three principal elements: base salary, an annual cash bonus opportunity, and a long-term incentive compensation opportunity in the form of equity awards for shares of our common stock. We also design our executive compensation program based on a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance. We evaluate performance over both short-term (annual) and multi-year periods based on our financial and operational performance, including results for certain key performance measures.
Governance of Executive Compensation Program
Role of the Compensation Committee
The compensation committee discharges the responsibilities of our board of directors relating to the compensation of our executive officers, including the named executive officers. The compensation committee has overall responsibility for: (i) overseeing our compensation and benefits policies generally; (ii) overseeing, evaluating, and approving the compensation plans, policies, and programs applicable to our CEO as well as our other executive officers; (iii) overseeing, evaluating, and recommending to our full board of directors for approval compensation plans and arrangements for the non-employee members of our board of directors; (iv) determining and overseeing the process of evaluating our CEO’s performance; and (v) overseeing the preparation of, reviewing, and approving this Compensation Discussion and Analysis.
 
38|HealthEquity, Inc. 2023 Proxy Statement

Compensation Discussion and Analysis
With respect to our CEO, the compensation committee sets, and with respect to our other executive officers, the compensation committee reviews and approves their:

annual base salaries;

annual cash bonus opportunities and payments;

long-term incentive compensation;

employment agreements (including post-employment compensation arrangements); and

other compensation, perquisites, and other personal benefits, if any.
The compensation committee’s practice of developing and maintaining compensation arrangements that are competitive includes a balance between hiring and retaining the best possible talent and maintaining a reasonable and responsible cost structure.
Role of Chief Executive Officer and Members of Our Management Team
In discharging its responsibilities, the compensation committee works with members of our management team, including our CEO. The management team assists the compensation committee by providing information on Company and individual performance, and management’s perspective and recommendations on compensation matters. The compensation committee solicits and reviews our CEO’s recommendations and proposals with respect to adjustments to annual cash compensation, long-term incentive compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation). The compensation committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our executive officers (other than our CEO) and other members of our executive leadership team. Our CEO recuses himself from all discussions and recommendations regarding his own compensation.
Role of Compensation Consultant
The compensation committee has the authority to retain and terminate compensation consultants, legal counsel, and other advisors as it may deem necessary to assist it in the performance of its duties and responsibilities, without consulting or obtaining the approval of the senior management of the Company. The compensation committee recognizes the importance of objective, independent expertise and advice in carrying out its responsibilities and, therefore, engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review.
The compensation committee engaged Semler Brossy, a national compensation consulting firm, as its compensation advisor for the fiscal year ended January 31, 2023. The compensation consultant reports directly, and is directly accountable, to the compensation committee, and the compensation committee has the sole authority to retain, terminate, and obtain the advice of Semler Brossy at the Company’s expense. The compensation committee selected Semler Brossy as its compensation consultant because of the firm’s expertise and reputation and the fact that Semler Brossy provides no services to us other than its services to the compensation committee, has no other ties to management that could jeopardize its independent status, and has strong internal governance policies that help ensure that it maintains its independence.
During the fiscal year ended January 31, 2023, our compensation consultants attended the meetings of the compensation committee (both with and without management present) as requested by the compensation committee and consulted with the compensation committee chair and other members between meetings.
The compensation committee regularly reviews the objectivity and independence of the advice provided by its compensation advisors on executive and non-employee director compensation. The compensation committee considered the independence of Semler Brossy under the relevant SEC rules and NASDAQ listing standards and determined that its work does not give rise to any conflicts of interest.
Compensation Review Cycle
The compensation committee reviews the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers, including the named executive officers, during the first half of each fiscal year, or more frequently as warranted. Adjustments, if any, are generally effective shortly thereafter.
 
HealthEquity, Inc. 2023 Proxy Statement |39

Compensation Discussion and Analysis
Compensation-Setting Process
With the assistance of its compensation consultant, Semler Brossy, the compensation committee targets total direct compensation for our executive officers at the 50th percentile of the market, based on our compensation peer group. However, our compensation committee expects to make exceptions to such guidelines to reflect individual performance and other relevant factors as further discussed below. Total direct compensation for this purpose is comprised of base salary, annual cash incentives and long-term equity incentives. When selecting and setting the amount of each compensation element, the compensation committee may consider the following factors:

our performance against the financial and operational objectives established by the compensation committee and our board of directors;

each individual executive officer’s skills, experience, and qualifications relative to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys;

the scope of each executive officer’s role compared to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys;

the performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;

compensation parity among our executive officers;

our financial performance relative to our peers; and

the compensation practices of our compensation peer group and the positioning of each executive officer’s compensation relative to the compensation levels of similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys.
These factors provide the framework for compensation decision making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable.
Competitive Positioning
For purposes of comparing our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of comparable companies. During much of the fiscal year ended January 31, 2023, the compensation committee referenced the following compensation peer group for purposes of understanding the competitive market:

ACI Worldwide, Inc.

Green Dot Corporation

Paylocity Holding Corporation

Black Knight, Inc.

Guidewire Software Inc.

Progyny, Inc.

Ceridian HCM Holding Inc.

Health Catalyst, Inc.

Tyler Technologies, Inc.

Cornerstone OnDemand, Inc.

Inovalon Holdings, Inc.

Verint Systems Inc.

Coupa Software Incorporated

Omnicell, Inc.

WEX Inc.

Envestnet, Inc.

Paycom Software, Inc.
The companies in this compensation peer group were selected on the basis of their similarity to us in size, as determined using the following criteria:

similar revenue size—approximately 1/3x to approximately 3.0x our last four fiscal quarters’ revenue; and

similar market capitalization—approximately 1/3x to approximately 3.0x our market capitalization.
The compensation committee further refined the peer group by considering each company’s:

profitability—positive operating income;

revenue growth—equal to or greater than approximately 10%;
 
40|HealthEquity, Inc. 2023 Proxy Statement

Compensation Discussion and Analysis

similar industry focus—financial technology and technology-enabled business services; and

geographic location.
To analyze the compensation practices of the companies in our compensation peer group, the compensation committee’s compensation consultant gathers data from public filings (primarily proxy statements). In the fiscal year ended January 31, 2023, this market data was then used as a reference point for the compensation committee to assess our current incentive compensation levels in the course of its deliberations on compensation forms and amounts. Based on a review of market practices among our compensation peer group, as a general guideline, our compensation committee targets the 50th percentile of the peer group executive officer compensation. However, our compensation committee expects to make exceptions to such guidelines to reflect individual performance and other relevant factors as further described above.
In selecting peers, our compensation committee seeks to maintain consistency from year to year, other than for events potentially calling for immediate elimination of a peer group member. In September 2022, the compensation committee, with the assistance of Semler Brossy, modified our peer group by removing Cornerstone OnDemand, Inc., and Inovalon Holdings, Inc., because each was acquired. In addition, the compensation committee, with the assistance of Semler Brossy, added Evolent Health, Inc. to our peer group. The compensation committee has and will continue to review our compensation peer group at least annually and make adjustments to its composition, taking into account changes in both our business and the businesses of the companies in the peer group.
Advisory Vote on Named Executive Officer Compensation
At our 2022 annual meeting of stockholders, our “say-on-pay” proposal resulted in a favorable vote from approximately 99% of the shares present and entitled to vote at the annual meeting. We believe the level of support was due to the appropriateness of the overall design of our executive compensation program and our communications with our stockholders and responsiveness to stockholder feedback obtained through our stockholder engagement process. The compensation committee noted the results of the vote and made no changes to our compensation program or policies as a result.
Frequency of Say-on-Pay Vote
Consistent with the preference expressed by our stockholders at our 2017 annual meeting of stockholders, our board of directors decided that the Company will include a vote to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers in our proxy materials every year until the next required advisory vote to approve the frequency of future advisory votes on named executive officer compensation, which will occur at the 2023 annual meeting of stockholders. For additional detail on this proposal, see “Proposal No. 4—Advisory Vote on the Frequency of Future Advisory Votes on Compensation Paid to Our Named Executive Officers.”
Individual Compensation Elements
In the fiscal year ended January 31, 2023, the primary elements of our executive compensation program consisted of base salary, an annual cash bonus opportunity, and long-term incentive compensation in the form of equity awards. While the compensation committee reviews each of these compensation elements, as well as target total direct compensation, it does not use any specific formula to determine the allocation between fixed and variable compensation in making its decisions. Rather, the compensation committee considers together all elements that comprise the target total direct compensation of our executive officers, including the named executive officers, rather than each element in isolation.
 
HealthEquity, Inc. 2023 Proxy Statement |41

Compensation Discussion and Analysis
Compensation
Element
Primary Purpose of
Compensation Element
Philosophy Behind Providing
Compensation Element
Annual Compensation:
Base Salary

A fixed portion of the compensation that reflects expertise and scope of responsibilities.

Provides a base component of total compensation.

Attracts and retains key talent.

Provides financial certainty and stability.

Recognition of individual performance.
Performance-Based Annual Cash Bonus Opportunity

Provides “at-risk” pay that reflects annual Company performance and performance against strategic accomplishments.

Rewards “top-line” growth and “bottom-line” profitability.

Rewards execution of our annual operating plan.

Promotes the achievement of financial and operational performance metrics important to stockholders.

Reinforces the importance of pre-established strategic accomplishments and goals.

Rewards team success.
Long-Term Compensation:
Long-Term Incentive Program

Provides “at-risk” pay with a long-term focus, subject to both performance-based and service-based vesting requirements.

Retains talent through long-term wealth-creation opportunities.

Attracts and retains key talent.

Aligns our executive officers’ and long-term stockholders’ interests.

Reflects long-term performance.
Other Executive Benefits:
Retirement Programs and Other Benefits

Provides income security for retirement.

Provides competitive benefits to team members.

Provides for safety and wellness of our team members.

Attracts and retains key talent.
Base Salary
Generally, we establish the initial base salaries of our executive officers through arm’s-length negotiation at the time we hire the individual executive officer, taking into account his or her position, qualifications, experience, and the base salaries of our other executive officers and executive officers in similar roles at peer companies. Thereafter, the compensation committee reviews the base salaries of our executive officers annually and makes adjustments to base salaries as it determines to be necessary or appropriate.
In the first quarter of the fiscal year ended January 31, 2023, the compensation committee reviewed the base salaries of our executive officers, including the named executive officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own base salary), and the other factors described above. As a result of such market review, the annual base salaries of our CEO, Founder and Vice Chairman, CSO, and Former COO remained unchanged. In addition, the compensation committee approved an increase in the annual base salary for our CFO in order to better align his compensation with those holding similar executive positions within our compensation peer group. The annual base salary for our CFO increased by 14% from its previous year-end level for the fiscal year ended January 31, 2022 in order to (i) help ensure retention and (ii) ensure consistency with the general guideline established by our compensation committee of targeting total direct compensation for executive officers at the 50th percentile of the market, based on our compensation peer group. In connection with the hiring of our CTO effective March 15, 2022, the compensation committee approved an annual base salary for our CTO of  $550,000.The base salaries of the named executive officers for the fiscal years ended January 31, 2023 and 2022 were as follows:
 
42|HealthEquity, Inc. 2023 Proxy Statement

Compensation Discussion and Analysis
Named Executive Officer
Fiscal Year 2023 Base Salary(1)
Fiscal Year 2022 Base Salary
% Base Salary Increase
(Decrease)
Mr. Kessler $ 700,000 $ 700,000 0%
Dr. Neeleman 400,000 400,000 0%
Mr. Murdock 400,000 350,000 14%
Mr. Rosner(2) 550,000 N/A N/A
Mr. Trittschuh 450,000 450,000 0%
Mr. Bloomberg 475,000 475,000 0%
(1)
Any changes in base salaries are generally effective April 1st of the fiscal year in which the increases are approved.
(2)
Mr. Rosner joined the Company on March 15, 2022.
In connection with the compensation committee’s review of our executive officers’ compensation for our fiscal year ending January 31, 2024, the compensation committee approved an increase to the base salary for our Founder and Vice Chairman, which increased from $400,000 to $450,000, effective April 1, 2023. The compensation committee made this change in order to compensate our Founder and Vice Chairman for additional responsibilities he has undertaken in his role.
Annual Cash Bonuses
For the fiscal year ended January 31, 2023, we had a cash bonus plan, the HealthEquity Executive Bonus Plan for the fiscal year ended January 31, 2023 (the “2023 Executive Bonus Plan”), for our executive officers, including our CEO, Founder and Vice Chairman, CFO, CTO, CSO, and Former COO. The compensation committee established each executive officer’s target annual cash bonus opportunity and set the formula and corporate and personal performance measures for bonus payments at the beginning of the fiscal year ended January 31, 2023. Under the 2023 Executive Bonus Plan, each executive officer’s target annual cash bonus opportunity was expressed as a percentage of each individual’s base salary. The bonus amount funded under the 2023 Executive Bonus Plan was determined based on the achievement of a percentage based on the target performance level taking into account both Company performance and individual and team performance. The annual cash bonus that our named executive officers would actually earn under the 2023 Executive Bonus Plan was based on our achievement with respect to certain corporate performance measures for the fiscal year ended January 31, 2023.
Target Annual Cash Bonus Opportunities
Each of our executive officers participating in the 2023 Executive Bonus Plan was assigned a target annual cash bonus opportunity, the amount of which was calculated as a percentage of his or her base salary. In March 2022, the compensation committee reviewed the target annual cash bonus opportunities of our executive officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), and the other factors described above. Following this review, the compensation committee determined to maintain the annual cash bonus opportunities for our CEO, Founder and Vice Chairman, CFO, CSO, and Former COO at their levels for the fiscal year ended January 31, 2023.Our CTO’s target annual cash bonus opportunity was determined through an arm’s-length negotiation in connection with his initial appointment in March 2022. The target annual cash bonus opportunities of the named executive officers for the fiscal year ended January 31, 2023, were as follows:
Named Executive Officer
Fiscal Year 2023 Target Annual Cash
Bonus Opportunity (as a Percentage of
Base Salary)
Fiscal Year 2023 Target Annual Cash
Bonus Opportunity
Mr. Kessler 100% $ 700,000
Dr. Neeleman 75% 300,000
Mr. Murdock 75% 300,000
Mr. Rosner 75% 412,500
Mr. Trittschuh 50% 225,000
Mr. Bloomberg 75% 356,250
In connection with the compensation committee’s review of our executive officers’ compensation for our fiscal year ending January 31, 2024, the compensation committee approved an increase to the target annual cash bonus opportunity
 
HealthEquity, Inc. 2023 Proxy Statement |43

Compensation Discussion and Analysis
for our CSO, which increased from 50% to 75%, effective April 1, 2023. The compensation committee made this change in order to compensate our CSO for additional responsibilities he has undertaken in his role and to better align the compensation of our CSO with that of our other executive officers.
2023 Executive Bonus Plan Formula
For purposes of the 2023 Executive Bonus Plan, the actual cash bonus payment was based on corporate performance measures and paid as a percentage of the target annual cash bonus opportunity, calculated as follows:
Funding Percentage(1)
Operating Objective
50%
100%
150%
Weighting Factor
Revenue
97.5% of target
100% of target
102.5% of target
25%
Adjusted EBITDA
96% of target
100% of target
104% of target
50%
New HSA sales
90% of target
100% of target
110% of target
25%
(1)
Performance achievement between the specified levels was interpolated on a straight-line basis; provided that the funding percentage for each Operating Objective was zero if actual performance was below 50% and was capped at 150%.
Corporate Performance Measures
In March 2022, the compensation committee selected revenue, Adjusted EBITDA (as defined below), and new HSA sales as the corporate performance measures for purposes of the 2023 Executive Bonus Plan. The compensation committee selected these corporate performance measures because it believed that they were appropriate drivers for our business as they provided a balance between generating revenue, managing our expenses, and growing our business, which would enhance stockholder value over both the short-term and long-term. The compensation committee has authority to interpret any of the corporate performance measures, including the right to remove certain extraordinary items and/or unexpected expenses from the calculation of Adjusted EBITDA.
For purposes of the 2023 Executive Bonus Plan, Adjusted EBITDA was defined as adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, costs associated with unused office space, and certain other non-operating items. The compensation committee believes that Adjusted EBITDA provides useful information to enable our stockholders to understand and evaluate our operating results in the same manner as our management and our board of directors because it reflects operating profitability before consideration of certain non-operating expenses and non-cash expenses.
The target levels for these corporate performance measures were based on our operating plan for the fiscal year ended January 31, 2023, which was reviewed and approved by our board of directors. These target levels were set to reward strong management performance in light of our strategic objectives and the industry and economic conditions and trends at the time the targets were set.
Fiscal Year 2023 Annual Cash Bonus Payments
In March 2023, the compensation committee determined the amounts to be paid under the 2023 Executive Bonus Plan based on our actual performance for the year with respect to each performance measure multiplied by each participant’s target annual cash bonus opportunity. For the fiscal year ended January 31, 2023, our revenue was $861.7 million, our Adjusted EBITDA was $272.3 million, and our new HSA sales were 971,000. Our performance was above the target level established for revenue, Adjusted EBITDA, and new HSA sales. As a result, according to the 2023 Executive Bonus Plan, funding of the executive bonus pool was calculated as follows:
Corporate
Performance
Measure
Target Performance
Level
(in Thousands)
Actual Performance
Level
(in Thousands)
Funding
Percentage
Payment
Weighting
Percentage
Weighted
Funding
Percentage
Revenue $ 825,000 $ 861,748 150.0% 25.0% 37.5%
Adjusted EBITDA 255,000 272,348 150.0% 50.0% 75.0%
New HSA sales 850,000 971,000 150.0% 25.0% 37.5%
150.0%
 
44|HealthEquity, Inc. 2023 Proxy Statement

Compensation Discussion and Analysis
However, the compensation committee used its discretion under the 2023 Executive Bonus Plan to exclude from the actual results of the corporate performance measures the impact of the Federal Reserve’s interest rate increases during the fiscal year ended January 31, 2023, resulting in a lower payout percentage than was funded. Actual bonus payments made to our named executive officers under the 2023 Executive Bonus Plan for the fiscal year ended January 31, 2023, were as follows:
Named Executive
Officer
Fiscal Year 2023 Target
Annual Cash Bonus
Opportunity at 100%
Achievement
Fiscal Year 2023
Annual Cash Bonus
Opportunity at
Maximum Achievement
Fiscal Year 2023
Actual Cash Bonus Paid
Mr. Kessler $ 700,000 $ 1,050,000 $ 840,000
Dr. Neeleman 300,000 450,000 360,000
Mr. Murdock 293,938 440,907 352,726
Mr. Rosner 365,034 547,551 438,041
Mr. Trittschuh 225,000 337,500 225,000
Mr. Bloomberg(1) 295,736 443,604 295,736
(1)
Amounts for Mr. Bloomberg reflect pro-ration of his bonus in connection with his involuntary separation from the Company on November 30, 2022.
Fiscal Year 2024 Executive Bonus Plan
In March 2023, the compensation committee approved the terms of our executive bonus plan for the fiscal year ending January 31, 2024 (the “2024 Executive Bonus Plan”). The compensation committee selected revenue, Adjusted EBITDA (as defined below), and new HSA sales as the corporate performance measures for purposes of the 2024 Executive Bonus Plan. The compensation committee selected these corporate performance measures because it believes that they are appropriate drivers for our business, as they provide a balance between generating revenue, managing our expenses, and growing our business, which would enhance stockholder value over both the short-term and long-term. The compensation committee has authority to interpret any of the corporate performance measures, including the right to remove certain extraordinary items and/or unexpected expenses from the calculation of Adjusted EBITDA, or to reflect the impact of individual performance.
For purposes of the 2024 Executive Bonus Plan, Adjusted EBITDA is defined as adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expense, acquisition costs, gains and losses on equity securities, costs associated with unused office space, and certain other non-operating items. The compensation committee believes that Adjusted EBITDA provides useful information to enable our stockholders to understand and evaluate our operating results in the same manner as our management and our board of directors, because it reflects operating profitability before consideration of non-operating expenses and non-cash expenses.
The target levels for these corporate performance measures are based on our operating plan for the fiscal year ending January 31, 2024, which was reviewed and approved by our board of directors. These target levels were set to reward strong management performance in light of our strategic objectives and the industry and economic conditions and trends at the time the targets were set. These target levels were set as follows:
Funding Percentage(1)
Operating Objective
50%
100%
150%