HealthEquity (HQY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 26, 2025, with record date of May 7, 2025, to be held virtually.

• Key proposals: election of nine directors, ratification of PwC as auditor, and advisory vote on executive compensation.

• Fiscal 2025 saw revenue of $1.2B (up 20%), net income of $96.7M (up 74%), and Adjusted EBITDA of $471.8M (up 28%).

• 9.9M HSAs and 17M total accounts at year-end, with HSA assets reaching $32.1B.

• Scott Cutler appointed as new CEO; BenefitWallet HSA portfolio acquired; 1.4M shares repurchased for $122.2M.

Voting matters and shareholder proposals

• Proposals: elect nine directors, ratify PwC as auditor, approve executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

• Majority of votes cast required for approval; abstentions and broker non-votes have no effect on director elections.

Board of directors and corporate governance

• Board consists of nine members, seven of whom are independent.

• Committees: audit and risk, cybersecurity and technology, nominating/governance/sustainability, and talent/compensation/culture.

• Annual board and committee self-assessments, ongoing board refreshment, and director education.

• Stockholder recommendations for board nominations accepted under specific criteria.

• Non-employee director compensation unchanged; annual retainer $60,000 plus committee fees and $210,000 in RSUs.

• Stock ownership guidelines: 5x annual retainer for directors.