hqy-20240517

HealthEquity, Inc.

SEC Document
SEC Filing

hqy-20240517

DEF 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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:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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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):

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Fee paid previously with preliminary materials.

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


						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 27, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 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 27, 2024, at 10:00 a.m. Mountain Time, for the following purposes, as more fully described in the accompanying proxy statement:


1.						To elect 10 directors to serve until the 2025 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, 2025
3.						To approve, on a non-binding, advisory basis, the fiscal 2024 compensation paid to the Company’s named executive officers, as described in the accompanying proxy statement
4.						To approve the HealthEquity, Inc. 2024 Equity Incentive Plan
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 May 3, 2024, as the record date for the Annual Meeting. Only stockholders of record on May 3, 2024, 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 17, 2024, 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: www.virtualshareholdermeeting.com/HQY2024. 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,

Robert Selander
Chairman of the Board of Directors

Draper, Utah
May 17, 2024

HealthEquity, Inc.
Proxy Statement for 2024 Annual Meeting of Stockholders

To Be Held at 10:00 a.m. Mountain Time on Thursday, June 27, 2024

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 2024 annual meeting of stockholders (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, June 27, 2024, 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: www.virtualshareholdermeeting.com/HQY2024.

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 17, 2024, 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 17, 2024

Table of Contents


Proxy Statement Summary									1
Annual Meeting Information									1
Proposals									1
Fiscal Year 2024 Business Highlights									1
Director Nominee Highlights									2
Corporate Governance Highlights									5
Executive Compensation Highlights									5
Questions and Answers about the 2024 Annual Meeting									6
Proposal No. 1 Election of Directors									7
Recommendation									7
Director Nominees									7
Retiring Director									13
Board Effectiveness and Long-Term Planning									13
Director Independence									14
Board Leadership Structure									14
Board Meetings and Committees									15
Board Diversity Matrix									18
Stockholder Recommendations for Nominations to the Board of Directors									18
Director Compensation									19
Vote Required									21
Additional Corporate Governance Matters									21
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm									25
Recommendation									25
Fees Paid to the Independent Registered Public Accounting Firm									26
Auditor Independence									26
Audit and Risk Committee Policy on Pre-Approval of Audit and Permitted Non-Audit and Tax Services of Independent Registered Public Accounting Firm									26
Vote Required									26
Audit and Risk Committee Report									27
Proposal No. 3 Advisory Vote on Compensation Paid to Our Named Executive Officers									28
Recommendation									28
Vote Required									28
Executive Officers									29
Talent, Compensation and Culture Committee Report									32
Compensation Discussion and Analysis									33
Executive Summary									33
FY24 Executive Officer Changes									36


Executive Compensation Philosophy and Program Design									36
Governance of Executive Compensation Program									37
Individual Compensation Elements									39
Other Compensation Policies and Practices									47
Tax and Accounting Considerations									49
Executive Compensation									50
Compensation of Named Executive Officers									50
Summary Compensation Table									50
Fiscal 2024 Grant of Plan-Based Awards Table									52
Narrative to Fiscal 2024 Summary Compensation Table and Fiscal 2024 Grant of Plan-Based Awards Table									53
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table									54
Fiscal 2024 Option Exercises and Stock Vested Table									56
Pension Benefits									56
Non-Qualified Deferred Compensation									56
Potential Payments Upon Termination or Change In Control									56
CEO Pay Ratio									59
Pay versus Performance									59
Equity Compensation Plan Information									64
Proposal No. 4 Approval of the HealthEquity, Inc. 2024 Equity Incentive Plan									65
Recommendation									65
Key Features of the 2024 Plan									65
Key Data									66
Summary of the 2024 Plan									67
Federal Income Tax Consequences									71
New Plan Benefits									72
Vote Required									72
Security Ownership of Certain Beneficial Owners and Management									73
Other Matters									76
Section 16(a) Beneficial Ownership Reporting Compliance									76
Available Information									76
Questions and Answers About the Annual Meeting									76
Company Website									84
Exhibit A—Non-GAAP Financial Information									A-1
Exhibit B —H ealthEquity, Inc. 2024 Equity Incentive Plan									B-1

Proxy Statement Summary

Annual Meeting Information

• Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Mountain Time

• Location: Virtual. To attend the Annual Meeting, please visit www.virtualshareholdermeeting.com/HQY2024.

• Record Date: May 3, 2024

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, 2024, including the audited financial statements and related notes included in the report.

Proposal

Page Number

Board Recommendation

Vote Required to Adopt Proposal

Election of 10 d irectors

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

Ratification of appointment of independent registered public accounting firm

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

Non-binding advisory vote on fiscal 202 4 compensation paid to our named executive officers

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

Approval of the HealthEquity, Inc. 2024 Equity Incentive Plan

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

Fiscal Year 2024 Business Highlights

During the fiscal year ended January 31, 2024, we continued to execute on our core financial and business objectives. Our key financial and operational results were as follows:

• Overall revenue of $999.6 million, representing an increase of 16% from the fiscal year ended January 31, 2023

• Net income of $55.7 million, compared to net loss of $26.1 million in the fiscal year ended January 31, 2023

• Net income per diluted share of $0.64, compared to net loss per diluted share of $0.31 for the fiscal year ended January 31, 2023

• Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”)(1) of $369.2 million, representing an increase of 36% from the fiscal year ended January 31, 2023

• 8.7 million health savings accounts (“HSAs”) at the end of the fiscal year ended January 31, 2024, representing an increase of 9% compared to the fiscal year ended January 31, 2023

• New HSAs from sales of 949,000

• 15.7 million Total Accounts, including both HSAs and complementary CDBs, an increase of 5% compared to the fiscal year ended January 31, 2023

(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. 2024 Proxy Statement									1

Proxy Statement Summary

• HSA Assets of $25.2 billion as of January 31, 2024, representing an increase of 14% from the fiscal year ended January 31, 2023

• The Company agreed to acquire the BenefitWallet HSA portfolio

Director Nominee Highlights

The following table sets forth the names, ages as of May 17, 2024, 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	73	2015			• NGCSC • TCCC	0
Jon Kessler	56	2009				0
Stephen Neeleman, M.D.	56	2002				0
Paul Black	66	2022			• ARC • TCCC	0
Adrian Dillon	70	2016			• ARC* • CTC	0
Evelyn Dilsaver	69	2014			• ARC • NGCSC*	2
Debra McCowan	52	2018			• NGCSC • TCCC*	0
Rajesh Natarajan	54	2022			• ARC • CTC	1
Stuart Parker	62	2020			• CTC • TCCC	1
Gayle Wellborn	64	2017			• CTC* • NGCSC	0

* Chair


2									HealthEquity, Inc. 2024 Proxy Statement

Proxy Statement Summary

Board Demographics, Skills and Competencies

Our director nominees have a wide range of competencies, professional experiences, and backgrounds, and contribute diverse viewpoints and perspectives to our board of directors.

Director Nominee Demographics

The following charts show the demographic diversity of our director nominees as of May 17, 2024:


Tenure			Age


Gender			Ethnic/Racial


HealthEquity, Inc. 2024 Proxy Statement									3

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 have self-identified as possessing them:

Skills and Competencies Matrix

Robert
Selander

Jon
Kessler

Stephen
Neeleman,
M.D.

Paul
Black

Adrian
Dillon

Evelyn
Dilsaver

Debra
McCowan

Rajesh
Natarajan

Stuart
Parker

Gayle
Wellborn

Current or Former CEO

Current or Former Public Company CFO

Healthcare Payer or Provider Experience

Healthcare Technology Experience

Financial Services Experience

Digital Experience

Risk Experience

Regulatory or Policy Experience

Technology Experience

Human Resources Experience

Capital Markets Experience

M&A Experience —Valuation, Deals & Integration

Business Process Redesign


4									HealthEquity, Inc. 2024 Proxy Statement

Proxy Statement Summary

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

• 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.


			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, 2024. • 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. • Limited Executive Perquisites. We limit the number and amount of executive perquisites and other personal benefits provided to our executive officers. • 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. • 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.


HealthEquity, Inc. 2024 Proxy Statement									5

Proxy Statement Summary


			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 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 2024 Annual Meeting

Please see “Questions and Answers about the Annual Meeting” beginning on page 76 for important information about the Annual Meeting, proxy materials, voting, deadlines for stockholder proposals and other important information.


6									HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1
Election of Directors

Our board of directors is currently composed of 11 members. At the Annual Meeting, 10 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


						The board of directors unanimously recommends a vote “FOR” the election of each of the 10 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, 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 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. One current director, Frank Corvino, 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.


HealthEquity, Inc. 2024 Proxy Statement									7

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: • None						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 served as a director of Equifax Inc. (NYSE: EFX) from 2018 to 2023. 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 and the George Washington University Medical Faculty Associates, both nonprofit organizations. He also served as director of the nonprofit International Baccalaureate Organization from 2017 to 2020. 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.


8									HealthEquity, Inc. 2024 Proxy Statement

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 to 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 four nonprofit boards. Mr. Black 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.


HealthEquity, Inc. 2024 Proxy Statement									9

Proposal No. 1 Election of Directors


Adrian Dillon
Independent Director

Director Since: 2016 Committees: • Audit and Risk (Chair) • Cybersecurity and Technology Current Outside Public Directorships: • None						Adrian Dillon has served as a member of our board of directors since 2016. Mr. Dillon served as a member of the supervisory board and chairman of the audit committee of SUSE S.A. from 2021 to 2024. He also 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.


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 corporation qualifies her to serve as a member of our board of directors.


10									HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1 Election 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 served as Executive Vice President and Chief Human Resources Officer for NetApp, Inc. (NASDAQ: NTAP), a hybrid cloud data services and data management company, from 2018 to 2024, where she was 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.


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.


HealthEquity, Inc. 2024 Proxy Statement									11

Proposal No. 1 Election 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.


Gayle Wellborn
Independent Director

Director Since: 2017 Committees: • Cybersecurity and Technology (Chair) • Nominating, Governance and Corporate Sustainability 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 M.B.A. 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.


12									HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1 Election of Directors

Retiring Director

Effective immediately following the Annual Meeting, Frank Corvino’s term will expire, at which time he will retire from our board of directors. The Company gratefully acknowledges and thanks Mr. Corvino 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 conducts 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, one independent director, Mr. Corvino, is not standing for election, and accordingly, will retire from the board of directors effective following the Annual Meeting.

We expect this board refreshment process to continue over the coming years. As part of this process, gender diversity of our board of directors increased to 27% this year and, with Mr. Corvino’s retirement from the board, gender diversity will increase to 30% immediately following the Annual Meeting (assuming all director nominees are elected).

The board refreshment process also includes refreshing committee leadership and membership from time to time. The chairs of each of our committees were changed as a result of this process, 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.


HealthEquity, Inc. 2024 Proxy Statement									13

Proposal No. 1 Election of Directors

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 Education

Our directors regularly participate in education opportunities to help enable them to fulfill their responsibilities. Directors are provided ongoing education through in-depth presentations on topics such as, among others, strategy, cybersecurity, artificial intelligence, technological developments, product developments, ESG-related issues, and legal and regulatory issues. These presentations may be made by management or outside experts. Directors are also encouraged and provided opportunities to attend conferences and other third-party educational events and trainings.

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.

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, and Parker 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. Nine of the eleven current directors (eight of the ten 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.


14									HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1 Election of Directors

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, 2024, our board of directors held six meetings (including regularly scheduled and special meetings). Each director 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 2023 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

• the talent, compensation and culture committee

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 Independence: 5 of 5 Meetings in Fiscal 2024: 10 Actions by Unanimous Written Consent: 0 Committee Report: Page 2 7						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 • preparing the audit and risk committee report that the SEC requires be included in our annual proxy statement


HealthEquity, Inc. 2024 Proxy Statement									15

Proposal No. 1 Election of Directors


Cybersecurity and Technology Committee
Members: • Gayle Wellborn (Chair) • Adrian Dillon • Rajesh Natarajan • Stuart Parker Independence: 4 of 4 Meetings in Fiscal 2024: 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 • 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 • Robert Selander • Gayle Wellborn Independence: 4 of 4 Meetings in Fiscal 2024: 6 Actions by Unanimous Written Consent: 0						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 • 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


16									HealthEquity, Inc. 2024 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 2024: 6 Actions by Unanimous Written Consent: 3 Committee Report: Page 32						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 • 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. 2024 Proxy Statement									17

Proposal No. 1 Election of Directors

Board Diversity Matrix

The following table includes the Company’s board diversity matrix as of May 17, 2024:


Total Number of Directors	11

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	3	8	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	7	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


18									HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1 Election of Directors

To be timely for our 2025 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than February 28, 2025, and no later than March 29, 2025. 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 November 2023, 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 approved certain changes to 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, 2024 and that will be payable to each of the non-employee directors for the fiscal year ending January 31, 2025 are described below.


Director Retainer Fees	FY2025 ($)	FY2024 ($)

Annual Retainer Fee	60,000	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	15,000	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	10,000	7,500
• Nominating, Governance and Corporate Sustainability Committee	5,000	5,000
• Cybersecurity and Technology Committee	10,000	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 $210,000, 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 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. 2024 Proxy Statement									19

Proposal No. 1 Election of Directors

Fiscal 2024 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, 2024.


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1)(2) ($)	All Other Compensation(3) ($)	Total ($)

Robert Selander	162,500	200,000	—	362,500
Paul Black(4)	72,500	200,000	—	272,500
Frank Corvino	72,500	200,000	—	272,500
Adrian Dillon	97,500	200,000	—	297,500
Evelyn Dilsaver	75,000	200,000	15,000	290,000
Debra McCowan	75,000	200,000	—	275,000
Rajesh Natarajan(4)	72,500	200,000	—	272,500
Stuart Parker(4)	65,000	200,000	15,000	280,000
Ian Sacks(4)	62,500	—	—	62,500
Gayle Wellborn	78,873	200,000	—	278,873

(1) 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, 2024, 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, 2024 for a discussion of the assumptions used to calculate these values.

(2) 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, 2024.


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	3,164
Paul Black	—	5,622
Frank Corvino	6,482	3,164
Adrian Dillon	24,446	3,164
Evelyn Dilsaver	55,851	4,801
Debra McCowan	—	3,164
Rajesh Natarajan	—	3,164
Stuart Parker	—	9,797
Gayle Wellborn	12,075	3,164

(3) Includes cash retainer fees paid to Ms. Dilsaver and Mr. Parker for serving on the board of directors of HealthEquity Trust Company, a wholly owned subsidiary of the Company.

(4) The amount reported in the “Fees Earned or Paid in Cash” column represents the value of unrestricted shares of the Company’s stock, which the director elected to receive in lieu of a cash retainer.

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.

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, 2023, which was the last applicable measurement date under our stock ownership guidelines:


20									HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1 Election of Directors


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	In compliance
Rajesh Natarajan	5x	May 2, 2027	N/A
Stuart Parker	5x	December 4, 2025	N/A
Gayle Wellborn	5x	August 1, 2022	In compliance

At the time of the last applicable measurement date, shares of our common stock underlying vested stock options were not included when determining the director’s stock ownership, but both unvested and deferred and vested time-based restricted stock units are included. 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.

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.


HealthEquity, Inc. 2024 Proxy Statement									21

Proposal No. 1 Election of Directors

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.

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 then 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 2024 Corporate Sustainability Report, 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

Employment and Employee Benefits

Non-Discrimination


22									HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1 Election of Directors

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 risks and 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 also participates in cybersecurity tabletop exercises with management and receives training on cybersecurity trends and developments. 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.

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.


HealthEquity, Inc. 2024 Proxy Statement									23

Proposal No. 1 Election of Directors

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 $319,785 during the fiscal year ended January 31, 2024, paid Vanguard $663,142 during the fiscal year ended January 31, 2024, and expects to receive more than $120,000 during the fiscal year ending January 31, 2025.

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 $194,277 during the fiscal year ended January 31, 2024, and the Company expects to receive more than $120,000 during the fiscal year ending January 31, 2025.

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 $3,328,406 during the fiscal year ended January 31, 2024, and the Company expects to receive more than $120,000 during the fiscal year ending January 31, 2025.

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.

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.


24									HealthEquity, Inc. 2024 Proxy Statement

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, 2025. PwC also served as our independent registered public accounting firm for the fiscal year ended January 31, 2024. 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, 2025. 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, 2025, 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


						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, 2025.


HealthEquity, Inc. 2024 Proxy Statement									25

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, 2024 and 2023.


	2024 ($ in thousands)	2023 ($ in thousands)
Audit fees(1)	3,184	5,288
Audit-related fees(2)	—	—
Tax fees(3)	—	—
All other fees(4)	2	1
Total	3,186	5,289

(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, 2024, 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, 2024 and 2023 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.


26									HealthEquity, Inc. 2024 Proxy Statement

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, 2024, the audit and risk committee held 10 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 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, 2024, 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


HealthEquity, Inc. 2024 Proxy Statement									27

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 2024 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


						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.


28									HealthEquity, Inc. 2024 Proxy Statement

Executive Officers

The following table identifies certain information about our executive officers as of May 17, 2024. 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	56	President and Chief Executive Officer
Stephen Neeleman, M.D.	56	Founder and Vice Chairman
James Lucania	45	Executive Vice President, Chief Financial Officer
Elimelech Rosner	67	Executive Vice President, Chief Technology Officer
Delano Ladd	43	Executive Vice President, General Counsel and Corporate Secretary
Selim Aissi	60	Executive Vice President, Chief Security Officer
Michael Fiore	49	Executive Vice President, Chief Commercial Officer


Jon Kessler
President and Chief Executive Officer

Director Since: 2009 Executive Officer Since: 2014						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 the George Washington University Medical Faculty Associates, both nonprofit organizations. He also served as director of the nonprofit International Baccalaureate Organization from 2017 to 2020. 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.


HealthEquity, Inc. 2024 Proxy Statement									29

Executive Officers


Stephen Neeleman, M.D.
Founder and Vice Chairman

Director Since: 2002 Executive Officer Since: 2002						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.


James Lucania
Executive Vice President and Chief Financial Officer

Executive Officer Since: 2023						James Lucania has served as our Executive Vice President and Chief Financial Officer since September 2023. Prior to joining HealthEquity, Mr. Lucania was the Chief Financial Officer of Ascensus Holdings from August 2016 to July 2023. Prior to that, Mr. Lucania was the Chief Financial Officer of Checkpoint Systems, Inc. from March 2015 to June 2016, and Vice President of Finance and Treasurer of Checkpoint Systems from October 2012 to March 2015. Prior to joining Checkpoint Systems, Mr. Lucania served in various positions at Miller Buckfire & Co. and Levine Leichtman Capital Partners. Mr. Lucania holds a B.S. in economics and a B.A. in music from the University of Pennsylvania, and an M.B.A. from the UCLA Anderson School of Management.


Elimelech Rosner
Executive Vice President and Chief Technology Officer

Executive Officer Since: 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 B.A. in Computer Science and a B.S. in Civil Engineering, each from Technion - Israel Institute of Technology.


30									HealthEquity, Inc. 2024 Proxy Statement

Executive Officers


Delano Ladd
Executive Vice President, General Counsel, and Corporate Secretary

Executive Officer Since: 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.


Selim Aissi
Executive Vice President and Chief Security Officer

Executive Officer Since: 2024						Selim Aissi has served as our Executive Vice President and Chief Security Officer since January 2024. Prior to joining HealthEquity, Mr. Aissi was the Chief Information Security Officer of Blackhawk Network Holdings Inc. from January 2022 to October 2023. Prior to that, Mr. Aissi was the Chief Information Security Officer of ICE Mortgage Technology, Inc. from June 2015 to August 2021. Mr. Aissi holds a B.S., M.S., and Ph.D., all in aerospace engineering from the University of Michigan.


Michael Fiore
Executive Vice President and Chief Commercial Officer

Executive Officer Since: 2024						Michael Fiore has served as our Executive Vice President and Chief Commercial Officer since March 2024. Prior to joining HealthEquity, Mr. Fiore spent over 18 years with Mastercard Inc. (NYSE: MA), serving as Executive Vice President Business Integration & Expansion – Mastercard Data & Services from May 2020 to March 2024, as Executive Vice President & General Manager – National Accounts Issuer Segment North American Markets from January 2017 to May 2020, and in several other positions of increasing responsibility from May 2005 to January 2017. Mr. Fiore holds a B.A. in economics from Manhattanville College.


HealthEquity, Inc. 2024 Proxy Statement									31

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


32									HealthEquity, Inc. 2024 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, 2024, 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”)

• James Lucania, our Executive Vice President and Chief Financial Officer (our “CFO”)

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

• Delano Ladd, our Executive Vice President, General Counsel and Corporate Secretary (our “GC”)

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

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

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during the fiscal year ended January 31, 2024. 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, 2024, including the key factors that the compensation committee considered in determining their compensation.

Executive Summary

Fiscal Year 2024 Business Highlights

During the fiscal year ended January 31, 2024, we continued to execute on our core financial and business objectives. Our key financial and operational results were as follows:

• Overall revenue of $999.6 million, representing an increase of 16% from the fiscal year ended January 31, 2023

• Net income of $55.7 million, compared to net loss of $26.1 million in the fiscal year ended January 31, 2023

• Net income per diluted share of $0.64, compared to net loss per diluted share of $0.31 for the fiscal year ended January 31, 2023

• Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”)(1) of $369.2 million, representing an increase of 36% from the fiscal year ended January 31, 2023

• 8.7 million health savings accounts (“HSAs”) at the end of the fiscal year ended January 31, 2024, representing an increase of 9% compared to the fiscal year ended January 31, 2023

• New HSAs from sales of 949,000

• 15.7 million Total Accounts, including both HSAs and complementary CDBs, an increase of 5% compared to the fiscal year ended January 31, 2023

• HSA Assets of $25.2 billion as of January 31, 2024, representing an increase of 14% from the fiscal year ended January 31, 2023

• The Company agreed to acquire the BenefitWallet HSA portfolio


HealthEquity, Inc. 2024 Proxy Statement									33

Compensation Discussion and Analysis

Fiscal Year 2024 Executive Compensation Highlights

The following key compensation actions were taken with respect to the named executive officers for the fiscal year ended January 31, 2024 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, CTO, Former CFO, and Former CSO were unchanged from their previous year-end levels for the fiscal year ended January 31, 2023. The annual base salaries for our Founder and Vice Chairman and our GC were increased by 13% and 7%, respectively, from their previous year-end level for the fiscal year ended January 31, 2023. The annual base salary of our Founder and Vice Chairman and GC were increased in order to compensate them for increased responsibilities, and, with respect to our GC, also to better align our GC’s compensation with those holding similar positions within our compensation peer group. In connection with the hiring of our CFO effective September 6, 2023, our CFO received an annual base salary of $575,000.

Annual Cash Bonuses						The target annual cash bonus opportunities for our CEO, Founder and Vice Chairman, CTO, and Former CFO were unchanged from their previous levels for the fiscal year ended January 31, 2023. The target annual cash bonus opportunities for our GC and Former CSO were each increased from 50% to 75% of base salary in order to provide a consistent target annual cash bonus opportunity for all of our executive officers who report directly to our CEO. In connection with the hiring of our CFO effective September 6, 2023, our CFO was eligible to earn an annual cash bonus with a target of 75% of his base salary under the terms of our executive bonus program. 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 GC under the 2024 Executive Bonus Plan were 115% of their target annual cash bonus opportunities. In connection with their involuntary separations without cause, our Former CFO and Former CSO each received a pro-rated annual cash bonus payment pursuant to the terms of each of their employment agreements.

Long-Term Incentive Compensation						Our CEO, Founder and Vice Chairman, CTO, GC, Former CFO, and Former CSO 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 29, 2023 (the date the performance-based vesting restricted stock units were granted by the compensation committee) and ending January 31, 2026. All of our CEO’s long-term incentive compensation was in the form of these PRSUs. In addition, our Founder and Vice Chairman, CFO, CTO, GC, Former CFO, and Former CSO 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.


34									HealthEquity, Inc. 2024 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, 2024:


			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, 2024. • 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. • Limited Executive Perquisites. We limit the number and amount of executive perquisites and other personal benefits provided to our executive officers. • 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. • 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


			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 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. 2024 Proxy Statement									35

Compensation Discussion and Analysis

FY24 Executive Officer Changes

New Chief Financial Officer

On September 6, 2023, Mr. Lucania started his employment as our Chief Financial Officer. Mr. Lucania’s initial compensation consists of a $575,000 base salary, 75% target bonus, and $4.5 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. Lucania’s hiring.

New Chief Security Officer

On January 16, 2024, Mr. Aissi started his employment as our Chief Security Officer. Mr. Aissi’s initial compensation consists of a $450,000 base salary, 75% target bonus, and $3.0 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. Aissi’s hiring.

Former Chief Security Officer Termination

On July 28, 2023, Mr. Trittschuh’s employment as our Chief Security Officer was involuntarily terminated without cause. Upon termination of his employment, Mr. Trittschuh 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. Trittschuh.

Former Chief Financial Officer Termination

On September 5, 2023, Mr. Murdock’s employment as our Chief Financial Officer was involuntarily terminated without cause. Mr. Murdock continued serving in an interim advisory role for the Company through November 30, 2023 and received a one-time transition bonus of $100,000 in addition to his normal compensation during that interim period. Upon termination of his employment, Mr. Murdock 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. Murdock.

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.


36									HealthEquity, Inc. 2024 Proxy Statement

Compensation Discussion and Analysis

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.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, 2024. 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, 2024, 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.


HealthEquity, Inc. 2024 Proxy Statement									37

Compensation Discussion and Analysis

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.

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, 2024, 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.(1)

• Guidewire Software Inc.

• Progyny, Inc.

• Ceridian HCM Holding Inc.

• Health Catalyst, Inc.

• Tyler Technologies, Inc.

• Coupa Software Incorporated

• Omnicell, Inc.

• Verint Systems Inc.

• Envestnet, Inc.

• Paycom Software, Inc.

• WEX Inc.

• Evolent Health, Inc.

(1) On September 5, 2023, Intercontinental Exchange, Inc. completed its acquisition of Black Knight, 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

• similar market capitalization


38									HealthEquity, Inc. 2024 Proxy Statement

Compensation Discussion and Analysis

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%

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

• 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, 2024, 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 2023, the compensation committee, with the assistance of Semler Brossy, modified our peer group by removing Coupa Software Incorporated because it was acquired and Health Catalyst, Inc. because it fell below the revenue and market capitalization requirements. In addition, the compensation committee, with the assistance of Semler Brossy, added BlackBaud, Inc. and CorVel Corporation to our peer group. This updated peer group will continue to be used for analyzing compensation practices during the fiscal year ending January 31, 2025. 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 2023 annual meeting of stockholders, our “say-on-pay” proposal resulted in a favorable vote from approximately 98% 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 2023 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 2029 annual meeting of stockholders.

Individual Compensation Elements

In the fiscal year ended January 31, 2024, 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. 2024 Proxy Statement									39

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, 2024, 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, CTO, Former CFO, and Former CSO remained unchanged. In addition, the compensation committee approved increases in the annual base salaries of our Founder and Vice Chairman and GC in order to compensate them for increased responsibilities, and, with respect to our GC, also to better align our GC’s compensation with those holding similar positions within our compensation peer group. The annual base salaries of our Founder and Vice Chairman and our GC increased by 13% and 7%, respectively. In connection with the hiring of our CFO effective September 6, 2023, the compensation committee approved an annual base salary for our CFO of $575,000.The base salaries of the named executive officers for the fiscal years ended January 31, 2024 and 2023 were as follows:


40									HealthEquity, Inc. 2024 Proxy Statement

Compensation Discussion and Analysis


Named Executive Officer	Fiscal Year 2024 Base Salary(1)	Fiscal Year 2023 Base Salary	% Base Salary Increase

Mr. Kessler	$700,000	$700,000	0%
Dr. Neeleman	450,000	400,000	13%
Mr. Lucania(2)	575,000	N/A	N/A
Mr. Rosner	550,000	550,000	0%
Mr. Ladd	400,000	375,000	7%
Mr. Murdock	400,000	400,000	0%
Mr. Trittschuh	450,000	450,000	0%

(1) Any changes in base salaries are generally effective April 1st of the fiscal year in which the increases are approved.

(2) Mr. Lucania joined the Company on September 6, 2023.

In connection with the compensation committee’s review of our executive officers’ compensation for our fiscal year ending January 31, 2025, the compensation committee approved increases to the base salaries for our CEO and CTO, which increased from $700,000 to $750,000 and from $550,000 to $575,000, respectively, effective April 1, 2024. The compensation committee made these changes 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.

Annual Cash Bonuses

For the fiscal year ended January 31, 2024, we had a cash bonus plan, the HealthEquity Executive Bonus Plan for the fiscal year ended January 31, 2024 (the “2024 Executive Bonus Plan”), for our executive officers, including our named executive officers. 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 in March 2023. Under the 2024 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 2024 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 2024 Executive Bonus Plan was based on our achievement with respect to certain corporate performance measures for the fiscal year ended January 31, 2024.

Target Annual Cash Bonus Opportunities

Each of our executive officers participating in the 2024 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 2023, 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, CTO, and Former CFO at their same levels for the fiscal year ended January 31, 2024. The target annual cash bonus opportunities for our GC and Former CSO were each increased from 50% to 75% of base salary in order to provide a consistent target annual cash bonus opportunity for all of our executive officers who report directly to our CEO. Our CFO’s target annual cash bonus opportunity was determined through an arm’s-length negotiation in connection with his initial appointment in September 2023. The target annual cash bonus opportunities of the named executive officers for the fiscal year ended January 31, 2024, were as follows:


HealthEquity, Inc. 2024 Proxy Statement									41

Compensation Discussion and Analysis


Named Executive Officer	Fiscal Year 2024 Target Annual Cash Bonus Opportunity (as a Percentage of Base Salary)	Fiscal Year 2024 Target Annual Cash Bonus Opportunity

Mr. Kessler	100%	$700,000
Dr. Neeleman	75%	331,438
Mr. Lucania	75%	431,250
Mr. Rosner	75%	412,500
Mr. Ladd	75%	296,969
Mr. Murdock(1)	75%	249,041
Mr. Trittschuh(2)	75%	164,589

(1) Amounts for Mr. Murdock reflect pro-ration of his bonus in connection with his involuntary separation without cause from the Company on
November 30, 2023.

(2) Amounts for Mr. Trittschuh reflect pro-ration of his bonus in connection with his involuntary separation without cause from the Company on
July 28, 2023.

In connection with the compensation committee’s review of our executive officers’ compensation for our fiscal year ending January 31, 2025, the compensation committee determined to maintain the annual cash bonus opportunities for each of our named executive officers at their same levels as the prior fiscal year.

2024 Executive Bonus Plan Formula

For purposes of the 2024 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 2023, 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 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 2024 Executive Bonus Plan, Adjusted EBITDA was defined as 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, 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.


42									HealthEquity, Inc. 2024 Proxy Statement

Compensation Discussion and Analysis

Fiscal Year 2024 Annual Cash Bonus Payments

In March 2024, the compensation committee determined the amounts to be paid under the 2024 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, 2024, our revenue was $999.6 million, our Adjusted EBITDA was $369.2 million, and our new HSA sales were 949,000. Our performance was above the target level established for revenue, Adjusted EBITDA, and new HSA sales. As a result, according to the 2024 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	$976,000	$999,587	148%	25.0%	37%
Adjusted EBITDA	337,000	369,173	150%	50.0%	75%
New HSA sales	925,000	949,000	113%	25.0%	28%
Total					140%

However, the compensation committee used its discretion under the 2024 Executive Bonus Plan to exclude from the actual results of the corporate performance measures a portion of the impact of market interest rate increases on the Company’s revenue during the fiscal year ended January 31, 2024 and a portion of the impact of the favorable impact to Adjusted EBITDA of relatively flat interest paid to HSA members, resulting in a lower payout percentage than was funded. Actual bonus payments made to our named executive officers under the 2024 Executive Bonus Plan for the fiscal year ended January 31, 2024, were as follows:


Named Executive Officer	Fiscal Year 2024 Target Annual Cash Bonus Opportunity at 100% Achievement	Fiscal Year 2024 Annual Cash Bonus Opportunity at Maximum Achievement	Fiscal Year 2024 Actual Cash Bonus Paid	Resulting Funding Percentage

Mr. Kessler	$700,000	$1,050,000	$805,000	115%
Dr. Neeleman	331,438	497,157	381,154	115%
Mr. Lucania	431,250	646,875	495,938	115%
Mr. Rosner	412,500	618,750	474,375	115%
Mr. Ladd	296,969	445,454	341,515	115%
Mr. Murdock(1)	249,041	373,562	249,041	100%
Mr. Trittschuh(2)	164,589	246,884	164,589	100%

(1) Amounts for Mr. Murdock reflect pro-ration of his bonus in connection with his involuntary separation without cause from the Company on
November 30, 2023.

(2) Amounts for Mr. Trittschuh reflect pro-ration of his bonus in connection with his involuntary separation without cause from the Company on
July 28, 2023.

Fiscal Year 2025 Executive Bonus Plan

In March 2024, the compensation committee approved the terms of our executive bonus plan for the fiscal year ending January 31, 2025 (the “2025 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 2025 Executive Bonus Plan, evenly weighted. 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.


HealthEquity, Inc. 2024 Proxy Statement									43

Compensation Discussion and Analysis

For purposes of the 2025 Executive Bonus Plan, Adjusted EBITDA is defined as 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, 2025, 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, with a potential of 200% of target for maximum performance (increased from 150% in the executive bonus plan for the fiscal year ending January 31, 2024). The maximum potential payout was increased to 200% to better align with maximum payout levels typically observed within the Company’s peer group. The performance levels required to achieve the new maximum payout of 200% are above those that otherwise would have been required to achieve the prior maximum of 150%.These target levels were set as follows:

Funding Percentage(1)

Operating Objective

50%

100%

200%

Weighting Factor

Revenue

95% of target

100% of target

106% of target

33%

Adjusted EBITDA

95% of target

100% of target

108% of target

33%

New HSA sales

85% of target

100% of target

115% of target

33%

(1) The compensation committee has the authority to interpret any metric of the 2025 Executive Bonus Plan, including the right to remove certain extraordinary and/or unexpected expenses from the calculation of Adjusted EBITDA for purposes of the plan. Linear interpolation will be used to determine payout for performance between threshold and target or target and maximum.

Long-Term Incentive Compensation

As with their other elements of executive compensation, the compensation committee determines the amount of long-term incentive compensation opportunities for our executive officers as part of its annual compensation review and after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own long-term incentive compensation opportunity), the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution to our stockholders (our “overhang”) in relation to the companies in our compensation peer group, and the other factors described above.

During the fiscal year ended January 31, 2024, the compensation committee used equity awards in the form of restricted stock units to deliver the annual long-term incentive compensation opportunities to our executive officers and to address special situations as they may arise from time to time.

In March 2023, our compensation committee approved the grant of equity awards to each of our named executive officers, other than our CFO. The equity awards granted to each of our Founder and Vice Chairman, CTO, GC, Former CFO, and Former CSO were delivered in the form of restricted stock units, with one-half of the units of such grant comprised of time-based vesting restricted stock units and one-half comprised of performance-based vesting restricted stock units. The equity awards granted to our CEO were delivered solely in the form of performance-based vesting restricted stock units. All time-based vesting restricted stock units vested 25% on April 1, 2024 (the “FY24 award initial vesting date”), with the remaining portion vesting ratably over the 12 following calendar quarters, such that the award is fully vested on the third anniversary of the FY24 award initial vesting date. All performance-based vesting restricted stock units cliff vest upon approval by the compensation committee following the third anniversary of the grant, based on achievement of applicable performance metrics.

In June 2023, our compensation committee approved the grant of an equity award to our CFO, as determined through arm’s-length negotiation in connection with his initial appointment. The equity award granted to our CFO was delivered in the form of time-based restricted stock units, which vest 25% on September 6, 2024 (the “FY24 CFO award initial vesting date”), with the remaining portion vesting ratably over the 12 following quarters, such that the award is fully vested on the third anniversary of the FY24 CFO award initial vesting date.


44									HealthEquity, Inc. 2024 Proxy Statement

Compensation Discussion and Analysis

Restricted stock units are “full value awards,” meaning that each recipient receives shares of our common stock and vests in the full value of such shares over time. As a result, while the value the recipient realizes in connection with an award of restricted stock units depends on our stock price, time-based vesting restricted stock units generally have some value even if the Company’s stock price significantly decreases following their grant (unlike performance-based vesting restricted stock units which are not earned and do not vest unless a minimum performance level is achieved). As a result, time-based vesting restricted stock units help to secure and retain our executive officers and instill an ownership mentality, regardless of whether the Company’s stock price increases or decreases.

The performance-based vesting restricted stock units granted to our executive officers, including our named executive officers, are earned and vest 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 29, 2023 (the date the performance-based vesting restricted stock units were granted by the compensation committee) and ending January 31, 2026, as follows:


Relative Total Stockholder Return			Shares Subject to the Award That Become Vested
<10th percentile			0%
10th percentile			25%
50th percentile			100%
≥90th percentile			200%

Linear interpolation will be used to determine the percentage of the shares subject to the award that will be earned and vest between each threshold at or above the 10th percentile.

The table below provides a summary of the equity awards granted to each of our named executive officers during fiscal year ended January 31, 2024:


Named Executive Officer	Date of Grant	Performance-based Vesting Restricted Stock Units (Granted at Target) (#)	Time-based Vesting Restricted Stock Units (#)

Mr. Kessler	March 29, 2023	135,483	—
Dr. Neeleman	March 29, 2023	15,006	15,006
Mr. Lucania	September 6, 2023	—	64,888
Mr. Rosner	March 29, 2023	25,725	25,725
Mr. Ladd	March 29, 2023	12,862	12,862
Mr. Murdock(1)	March 29, 2023	23,581	23,581
Mr. Trittschuh(2)	March 29, 2023	15,006	15,006

(1) On account of his involuntary separation without cause from the Company on November 30, 2023, Mr. Murdock forfeited the outstanding restricted stock units set forth in this table, and all other unvested restricted stock units then outstanding.

(2) On account of his involuntary separation without cause from the Company on July 28, 2023, Mr. Trittschuh forfeited the outstanding restricted stock units set forth in this table, and all other unvested restricted stock units then outstanding.

All equity awards granted to our executive officers during the fiscal year ended January 31, 2024 also provide for accelerated vesting on a “double trigger” basis. For additional information, please see “Potential Payments Upon Termination or Change In Control” below.

For additional detail on the stock options and restricted stock units (both performance-based and service-based) held by our named executive officers, see the “Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table” below.


HealthEquity, Inc. 2024 Proxy Statement									45

Compensation Discussion and Analysis

Fiscal Year 2022 Equity Awards

The performance-based vesting restricted stock units granted in 2021 to our executive officers (the “FY22 PRSUs”), including our named executive officers, vested in March 2024. The FY22 PRSUs vested 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, 2021 (the date the performance-based vesting restricted stock units were granted by the compensation committee) and ending January 31, 2024, as follows:


Relative Total Stockholder Return			Shares Subject to the Award That Become Vested

<10th percentile			0%
10th percentile			25%
50th percentile			100%
≥90th percentile			200%

Linear interpolation was used to determine the percent of the shares subject to the award that vested between each threshold. The actual relative total stockholder return was in the 53rd percentile. Accordingly, in March 2024, the compensation committee approved a vesting of 107% with respect to the FY22 PRSUs.

Fiscal Year 2025 Equity Awards

In March 2024, the compensation committee determined that the performance-based vesting restricted stock units granted in fiscal year ending January 31, 2025 (the “FY25 PRSUs”) would be earned and vest based (i) 75% on our relative total stockholder return compared to the stock price of the constituents of the Russell 2000 index, and (ii) 25% on our cumulative non-GAAP net income per share (as defined below) during the three fiscal years ending January 31, 2027. The compensation committee determined that the addition of cumulative non-GAAP net income per share metric provides a more comprehensive view of Company performance than a single, market-based metric. In addition, the compensation committee added a provision to the FY25 PRSUs such that upon an executive’s eligible retirement (defined as at least 55 years’ old with least 10 years of service at the Company), the FY25 PRSUs would remain outstanding and eligible to vest based on achievement of performance conditions without regard to the executive’s continued employment on the vesting date.

For purposes of the FY25 PRSUs, non-GAAP net income is calculated by adding back to GAAP net income (loss) before income taxes the following items: 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 losses on extinguishment of debt, and subtracting a non-GAAP tax provision using a normalized non-GAAP tax rate. Non-GAAP net income per share is calculated by dividing non-GAAP net income by weighted-average shares outstanding. The compensation committee believes that non-GAAP net income per share 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 and serves as a basis for comparison against other companies in our industry.

In March 2024, our compensation committee approved the grant to our executive officers of equity awards in the form of both time-based vesting restricted stock units and FY25 PRSUs. An award consisting of one-half of the restricted stock units granted to each executive officer other than our CEO vests based upon the executive officer’s continuing service to the Company, with one quarter of the restricted stock units vesting on April 1, 2025 (the “FY25 award initial vesting date”) and the remaining portion vesting ratably over the 12 following calendar quarters, such that the award is fully vested on the third anniversary of the FY25 award initial vesting date. Another award consisting of one-half of the restricted stock units granted to each executive officer other than our CEO consists of FY25 PRSUs.

All of the restricted stock units granted to our CEO in March 2024 are FY25 PRSUs.

Welfare and Health Benefits

We sponsor a retirement plan intended to qualify for favorable tax treatment under Section 401(a) of the Code, which contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code (the “Section 401(k) Plan”). The Section 401(k) Plan provides for a discretionary employer matching contribution and, for the fiscal year ended January 31, 2024, we made matching contributions to participant’s Section 401(k) Plan accounts in amounts up to 100% of the first 1% of his or her eligible earnings contributed to the Section 401(k) Plan and 50% of the next 5% of his or her eligible earnings contributed to the Section 401(k) Plan. An employee is 100% vested in his or her pre-tax deferrals when contributed and 100% vested in employer contributions after two years of employment.


46									HealthEquity, Inc. 2024 Proxy Statement

Compensation Discussion and Analysis

In addition, our executive officers, including the named executive officers, are eligible to participate in our employee benefits programs on the same basis as all of our full-time, salaried team members. These benefits include medical, dental and vision benefits, disability insurance, basic life insurance coverage, health savings accounts and accidental death and dismemberment insurance.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Our named executive officers participate in the same health care, disability, life insurance, HSA, consumer-directed benefits, and 401(k) benefits available to our other team members. Our named executive officers are also eligible to receive certain additional perquisites and personal benefits that are provided for the executives’ convenience, which include special financial planning assistance, an executive health management program and a cybersecurity protection benefit. We believe that the additional perquisites and personal benefits offered are similar to those of our peers and assist in attracting and retaining executives. These additional perquisites and personal benefits generally are provided on a consistent basis only to those who participate in our executive compensation programs, including our named executive officers. The incremental cost to the Company of providing these additional benefits to the named executive officers is reflected in the “All Other Compensation” column of the Summary Compensation Table. No tax gross-ups are provided on any of these additional benefits.

In the future, we may provide additional perquisites or other personal benefits in limited circumstances, such as in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee.

Employment Agreements

We have entered into a written employment agreement with each of our named executive officers. Each of these agreements was approved on our behalf by the compensation committee or, in certain instances, by our board of directors.

In filling each of our executive positions, our board of directors or the compensation committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our board of directors and the compensation committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.

Each employment agreement provides for “at-will” employment until termination thereof by the Company or the executive officer for any reason, and sets forth the initial compensation arrangements for the executive officer, including an initial base salary, an annual cash bonus opportunity, and, with respect to our CTO, CFO, and Former CSO, an equity award recommendation. None of our employment agreements has a stated duration or term. In addition, each employment agreement with each of our named executive officers provides them with the opportunity to receive certain post-employment payments and benefits in the event of certain terminations of employment. Finally, these employment agreements prohibit the executive officer from engaging directly or indirectly in competition with us, recruiting or soliciting any of our employees, diverting our customers to a competitor, or disclosing our confidential information or business practices.

For information on the specific terms and conditions of the employment agreements with the named executive officers, see “Narrative to Fiscal 2024 Summary Compensation Table and Fiscal 2024 Grant of Plan-Based Awards Table—Executive Employment Arrangements” below.

Other Compensation Policies and Practices

Policy Prohibiting Hedging or Pledging of Our Equity Securities

Our Insider Trading Policy provides that directors, executive officers, and all other employees of the Company are prohibited from engaging in short sales of our equity securities, buying or selling options or other derivative securities on our equity securities, and engaging in hedging or monetization transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds). In addition, these persons are prohibited from holding our equity securities in a margin account or pledging our equity securities as collateral for a loan.


HealthEquity, Inc. 2024 Proxy Statement									47

Compensation Discussion and Analysis

Compensation Clawback Policy

The board of directors has adopted a clawback policy for the purpose of recouping certain executive compensation in the event of an accounting restatement (i) resulting from material non-compliance with financial reporting requirements under the federal securities laws (so called “Big R” restatements), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period (so called “little r” restatements). The clawback policy complies with Section 10D of the Exchange Act and the NASDAQ listing standards adopted in 2023 as mandated by the Dodd-Frank Act. A copy of the clawback policy is available as an exhibit to our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.

The clawback policy applies to any current or former officer of the Company who is (or was) subject to Section 16 of the Exchange Act (including our named executive officers) and covers the following incentive compensation that may be paid to our executive officers during the three fiscal years prior to any restatement:

• Any annual bonus or other short-term and long-term cash incentive that is based on the attainment of a financial reporting measure (such as those described under “—Compensation Discussion and Analysis—Individual Compensation Elements—Annual Cash Bonuses” above), and

• Any performance-based vesting equity awards that are based on the attainment of a financial reporting measure (such as those described under “—Compensation Discussion and Analysis—Individual Compensation Elements—Long-Term Incentive Compensation” above).

Stock Ownership Guidelines

The board of directors has adopted stock ownership guidelines for our named executive officers and our other executive officers, which set the minimum ownership expectations for each such executive officer. The guidelines require that prior to the fifth anniversary of becoming an executive officer of the Company, our executive officers should own a certain amount of our common stock. The table below shows the ownership guidelines for each of our continuing named executive officers, their applicable compliance dates, and whether they were in compliance, as applicable, as of July 31, 2023, which was the last applicable measurement date under our stock ownership guidelines:

Name and Principal Position

Ownership
Guideline
(Multiple of Annual
Base Salary)

Compliance Date

Compliance Status

Mr. Kessler
President & Chief Executive Officer

July 31, 2021

In compliance

Dr. Neeleman
Founder and Vice Chairman

July 31, 2021

In compliance

Mr. Lucania
Executive Vice President and Chief Financial Officer

September 5, 2028

N/A

Mr. Rosner
Executive Vice President and Chief Technology Officer

March 15, 2027

N/A

Mr. Ladd
Executive Vice President, General Counsel and Corporate Secretary

April 16, 2022

In compliance

At the time of the last applicable measurement date, shares of our common stock underlying vested stock options were not included when determining the executive officer’s stock ownership, but both unvested and deferred and vested time-based restricted stock units are included. We believe that the stock ownership guidelines serve to further align the interests of our executive officers with the interests of our stockholders.

Compensation and Risk Management

Our compensation committee regularly reviews our executive officer compensation and our company-wide compensation programs and policies. Our compensation committee’s independent compensation consultant is involved in this review process. With respect to fiscal year ended January 31, 2024 and the compensation programs in place for the fiscal year ended January 31, 2024, our compensation committee has concluded that our compensation programs are not reasonably likely to have a material adverse effect on the Company.


48									HealthEquity, Inc. 2024 Proxy Statement

Compensation Discussion and Analysis

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Code, or Section 162(m), generally disallows public companies a tax deduction for federal income tax purposes for compensation in excess of $1 million paid to their chief executive officer, chief financial officer, and any employee who is among the three highest compensated executive officers for the taxable year (other than the chief executive officer and chief financial officer), regardless of whether the executive officer is serving at the end of the public company’s taxable year and regardless of whether the executive officer’s compensation is subject to disclosure for the last completed fiscal year under the applicable SEC rules (a “Covered Employee”). In addition, once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment.

While our compensation committee considers tax deductibility as one factor in determining executive compensation, our compensation committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes if it determines that doing so is in the best interests of the Company and its stockholders.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and members of our board of directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We do not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999, and have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.

Deferred Compensation

If an executive officer is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Code (“Section 409A”), and such benefits do not comply with the requirements of Section 409A, such failure to comply could result in accelerated income inclusion for the executive officer of deferred compensation, as well as a 20% additional tax and additional interest penalties. We intend for all of our executive compensation to either comply with or be exempt from Section 409A.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our board of directors, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. While we consider the expense resulting from the application of FASB ASC Topic 718 when granting our stock-based compensation awards to ensure that it is reasonable, the amount of this expense is not the most important factor that the compensation committee considers when making equity-award decisions.


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Executive Compensation

Compensation of Named Executive Officers

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our named executive officers during the fiscal years ended January 31, 2024, 2023, and 2022.

Summary Compensation Table


Name and Principal Position	Fiscal Year End (1)	Salary ($)	Bonus(2) ($)	Stock Awards(3) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation(4) ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation(5) ($)	Total ($)


Jon Kessler President & Chief Executive Officer	2024	700,000	—	11,926,568	—	805,000	—	16,450	13,448,018
	2023	700,000	—	11,849,492	—	840,000	—	10,675	13,400,167
	2022	700,000	—	8,711,847	—	525,000	—	10,675	9,947,522
Stephen Neeleman, M.D. Founder and Vice Chairman	2024	441,918	—	2,195,978	—	381,154	—	16,450	3,035,500
	2023	400,000	—	2,019,516	—	360,000	—	10,675	2,790,191
	2022	400,000	—	1,840,286	—	225,000	—	10,675	2,475,961
James Lucania(5) Executive Vice President and Chief Financial Officer	2024	233,151	—	4,499,983	—	495,938	—	4,900	5,233,972


Elimelech Rosner(5) Executive Vice President and Chief Technology Officer	2024	550,000	—	3,764,597	—	474,375	—	16,450	4,805,422
	2023	486,712	800,000	10,771,233	—	438,041	—	10,675	12,506,661

Delano Ladd(5) Executive Vice President, General Counsel and Corporate Secretary	2024	395,959	—	1,882,225	—	341,515	—	16,450	2,636,149


Tyson Murdock Former Executive Vice President and Chief Financial Officer	2024	332,054	—	3,450,843	—	249,041	—	444,006	4,475,944
	2023	391,917	—	3,702,566	—	352,726	—	10,675	4,457,884
	2022	350,000	—	2,146,989	—	196,875		10,675	2,704,539
Larry Trittschuh Former Executive Vice President and Chief Security Officer	2024	219,452	—	2,195,978	—	164,589	—	498,152	3,078,171
	2023	450,000	—	2,356,162	—	225,000	—	10,675	3,041,837
	2022	441,667	—	1,717,569	—	165,719	—	10,675	2,335,630

(1) Our fiscal year ends on January 31.

(2) Amount represents a one-time sign-on bonus resulting from arm’s-length negotiation in connection with Mr. Rosner’s appointment as CTO.

(3) The amounts reported in this column represent the aggregate grant date fair value of the restricted stock units granted to the named executive officers during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions, and do not necessarily correspond to the actual value that might be realized by the named executive officers, which depends on the market value of our common stock on a date in the future when the award vests or is settled, as applicable. Awards granted during the fiscal year ended January 31, 2024 include restricted stock units subject to both time-based and market-based vesting conditions and restricted stock units subject to time-based vesting. For time-based vesting restricted stock units, the grant date fair value is calculated by multiplying the Company’s closing stock price on the date of grant, less the present value of future expected dividends discounted at the risk-free interest rate, by the number of shares of common stock subject to the restricted stock units. For


50									HealthEquity, Inc. 2024 Proxy Statement

Executive Compensation

restricted stock units subject to both time-based and market-based vesting, the grant date fair value is calculated assuming the probable outcome of the market conditions on the date of grant and is consistent with our estimate of the aggregate compensation cost to be recognized over the vesting period determined in accordance with FASB ASC Topic 718. Assuming achievement of the highest level of performance conditions, the maximum value for the restricted stock units subject to market-based vesting, based on the grant date fair value of the Company’s stock, is: for Mr. Kessler, $15,800,027; for Dr. Neeleman, $1,750,000; for Mr. Rosner, $3,000,050; for Mr. Ladd, $1,499,966; for Mr. Murdock, $2,750,016, and for Mr. Trittschuh, $1,750,000. For additional information, including a discussion of the assumptions used to calculate these values, please see “—Fiscal 2024 Outstanding Equity Awards at Fiscal Year End Table” below and Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.

(4) The amounts reported in this column represent the bonuses earned by each executive pursuant to the executive bonus plan established for each applicable fiscal year. The amounts for each of Mr. Murdock and Mr. Trittschuh reflect the prorated bonus for the period during which each was employed by the Company during the fiscal year ended January 31, 2024.

(5) The amounts reported in this column for the fiscal year ended January 31, 2024, represent employer matching contributions made to our Section 401(k) Plan for each of our named executive officers except Mr. Lucania and cybersecurity protection benefits provided to each of our named executive officers. With respect to Mr. Murdock and Mr. Trittschuh, the amounts reported in this column also include the severance benefits payable in connection with their involuntary separation without cause.

(6) Mr. Lucania and Mr. Ladd were not named executive officers for the fiscal years ended January 31, 2023 and 2022 and therefore, in accordance with SEC regulations, only compensation information for the fiscal year ended January 31, 2024 is included in the Summary Compensation Table. Mr. Rosner was not a named executive officer for the fiscal year ended January 31, 2022 and therefore, in accordance with SEC regulations, only compensation information for the fiscal years ended January 31, 2024 and 2023 is included in the Summary Compensation Table.


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Executive Compensation

Fiscal 2024 Grant of Plan-Based Awards Table

The following table sets forth information concerning grants of plan-based awards to the named executive officers during the fiscal year ended January 31, 2024.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards(1)			Number of Other Stock Awards(2) (#)	Number of Other Option Awards (#)	Exercise Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards(3) ($)
Name	Grant Date	Date of Approval	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Jon Kessler	3/29/2023	3/29/2023	—	—	—	33,871	135,483	270,966	—	—	—	11,926,568
		3/29/2023	350,000	700,000	1,050,000	—	—	—	—	—	—	—
Stephen Neeleman, M.D.	3/29/2023	3/29/2023	—	—	—	3,752	15,006	30,012	—	—	—	1,320,978
	3/29/2023	3/29/2023	—	—	—	—	—	—	15,006	—	—	875,000
		3/29/2023	165,719	331,438	497,157	—	—	—	—	—	—	—
James Lucania	9/6/2023	9/6/2023	—	—	—	—	—	—	64,888	—	—	4,499,983
		9/6/2023	215,625	431,250	646,875	—	—	—	—	—	—	—
Elimelech Rosner	3/29/2023	3/29/2023	—	—	—	6,431	25,725	51,450	—	—	—	2,264,572
	3/29/2023	3/29/2023	—	—	—	—	—	—	25,725	—	—	1,500,025
		3/29/2023	206,250	412,500	618,750	—	—	—	—	—	—	—
Delano Ladd	3/29/2023	3/29/2023	—	—	—	3,216	12,862	25,724	—	—	—	1,132,242
	3/29/2023	3/29/2023	—	—	—	—	—	—	12,862	—	—	749,983
		3/29/2023	148,485	296,969	445,454	—	—	—	—	—	—	—
Tyson Murdock(4)	3/29/2023	3/29/2023	—	—	—	5,895	23,581	47,162	—	—	—	2,075,835
	3/29/2023	3/29/2023	—	—	—	—	—	—	23,581	—	—	1,375,008
		3/29/2023	124,521	249,041	373,562	—	—	—	—	—	—	—
Larry Trittschuh(5)