HealthEquity Annual Meeting: Director Election, Auditor Ratification, Pay Vote

Ticker: HQY · Form: DEF 14A · Filed: May 17, 2024 · CIK: 1428336

Healthequity, INC. DEF 14A Filing Summary
FieldDetail
CompanyHealthequity, INC. (HQY)
Form TypeDEF 14A
Filed DateMay 17, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$999.6 m, $55.7 m, $26.1 million, $0, $0.31
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance, executive-compensation

Related Tickers: HQY

TL;DR

HQY annual meeting June 27: vote on directors, auditor, exec pay, and new equity plan.

AI Summary

HealthEquity, Inc. is holding its 2024 Annual Meeting of Stockholders on June 27, 2024, at 10:00 a.m. Mountain Time. Key agenda items include electing 10 directors, ratifying PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending January 31, 2025, and an advisory vote on the 2024 compensation of named executive officers. Stockholders will also vote on the HealthEquity, Inc. 2024 Equity Incentive Plan.

Why It Matters

This proxy statement outlines critical decisions for HealthEquity's governance and future, including executive compensation and equity incentives, which directly impact shareholder value.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement detailing routine corporate governance matters.

Key Numbers

Key Players & Entities

FAQ

What is the date and time of HealthEquity's 2024 Annual Meeting of Stockholders?

The Annual Meeting will be held on Thursday, June 27, 2024, at 10:00 a.m. Mountain Time.

How many directors are being elected at the meeting?

10 directors are to be elected to serve until the 2025 annual meeting of stockholders.

Who is proposed to be ratified as HealthEquity's independent registered public accounting firm?

PricewaterhouseCoopers LLP is proposed to be ratified as the independent registered public accounting firm for the fiscal year ending January 31, 2025.

What is the purpose of the advisory vote regarding executive compensation?

To approve, on a non-binding, advisory basis, the fiscal 2024 compensation paid to the Company's named executive officers.

What equity plan is being proposed for approval?

The HealthEquity, Inc. 2024 Equity Incentive Plan is being proposed for approval.

Filing Stats: 4,485 words · 18 min read · ~15 pages · Grade level 12.6 · Accepted 2024-05-17 08:02:38

Key Financial Figures

Filing Documents

Executive Compensation Highlights

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

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

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

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 1. Election of 10 d irectors 7 FOR A majority of the votes cast by the holders of shares of the Company's common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon 2. Ratification of appointment of independent registered public accounting firm 25 FOR The vote of the holders of a majority of the shares of the Company's common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon 3. Non-binding advisory vote on fiscal 202 4 compensation paid to our named executive officers 28 FOR The vote of the holders of a majority of the shares of the Company's common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon 4. Approval of the HealthEquity, Inc. 2024 Equity Incentive Plan 65 FOR The vote of

Executive Compensation Highlights

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" compensatio

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