Independent
Tenure on this board
10.8 yrs
10 nominees · 5 ballot items.
Election of ten directors; Ratification of appointment of PwC as independent registered public accounting firm; Non-binding advisory vote to approve fiscal 2026 named executive officer compensation; Approval of the HealthEquity 2026 Employee Stock Purchase Plan; Approval of the Amended and Restated 2024 Equity Incentive Plan.
Elect ten directors to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year ending January 31, 2027.
Non-binding, advisory vote to approve fiscal 2026 compensation paid to named executive officers (say-on-pay).
The proposal asks stockholders to approve, on a non-binding advisory basis, the overall fiscal 2026 compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks this approval as part of standard corporate governance to obtain shareholder feedback and confirm support for pay practices. The proxy describes a pay program emphasizing pay-for-performance with a mix of base salary, annual cash bonuses tied to revenue, Adjusted EBITDA and new HSA sales, and long-term equity awards (PRSUs and RSUs) with performance metrics tied to relative TSR vs Russell 3000 and cumulative non-GAAP net income per share. Management and the board recommend a vote FOR, citing program design, use of independent compensation consultant, and stockholder engagement; they note strong prior shareholder support (≈96% in 2025). A vote FOR signals endorsement of HealthEquity’s compensation philosophy and may influence board and TCCC when assessing future program design; a vote AGAINST would be advisory and could prompt further engagement and potential program adjustments. The proposal is routine for public companies and is non-binding.
Approve the HealthEquity 2026 Employee Stock Purchase Plan to reserve 1,700,000 shares for employee purchases at 85% of market during offering periods.
Management requests approval to adopt the 2026 ESPP, reserving 1.7 million shares to allow eligible employees to acquire Company stock at a 15% discount (purchase price 85% of lesser of offering or purchase date FMV) through payroll deductions. The board seeks this to strengthen employee alignment with shareholders and to assist recruiting and retention; the plan is designed to comply with Section 423 but includes a Non-Section 423 component for foreign jurisdictions. Key plan features include eligibility generally for full-time employees with one year of service, contribution limits (1–15% payroll, $25,000 annual limitation), six-month offering periods, 1,000-share per purchase-period limit (or committee-adjusted), and typical adjustments for corporate events. Board recommends FOR, arguing the ESPP’s market-typical structure and limited dilutive impact. A vote FOR provides the company a non-cash tool to incentivize employees; a vote AGAINST would prevent implementation and may affect employee equity programs.
Approve an amendment to increase the share reserve of the 2024 Equity Incentive Plan by 2,455,000 shares.
Management asks shareholders to approve an amendment to the 2024 Equity Incentive Plan to add 2,455,000 shares to the plan reserve (increasing total available to 4,292,051 shares post-approval) to support future equity grants for recruiting, retention and performance awards. The Amended Plan retains governance features like no evergreen mechanism, prohibition on repricing without shareholder approval, limits on dividends on unvested awards, minimum vesting of one year (with certain exceptions), and a CEO 12-month holding period for acquired shares. The board engaged an independent compensation consultant to evaluate the appropriate increase based on historical burn rate, overhang and competitive needs; they argue the requested increase would support about three years of expected grants at current utilization. Approval dilutes existing shareholders modestly (fully diluted overhang expected ~8.0%) but supports incentive alignment. Management recommends FOR; a vote AGAINST would constrain equity grant capacity and could limit compensation competitiveness.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WASATCH ADVISORS LP | 8.62% | 7,202,934 | $602M |
| 2 | BlackRock, Inc. | 7.92% | 6,619,057 | $553M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.98% | 4,163,593 | $348M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.57% | 3,823,804 | $320M |
| 5 | STATE STREET CORP | 3.71% | 3,099,897 | $259M |
| 6 | BlackRock, Inc. | 3.32% | 2,774,564 | $232M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 2.50% | 2,087,807 | $172M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.23% | 1,867,536 | $156M |
| 9 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 1.99% | 1,659,616 | $139M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.74% | 1,450,538 | $121M |
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