HEALTHEQUITY INC (HQY)
Sector: Health Care
2026 Annual Meeting Analysis
HEALTHEQUITY INC · Meeting: June 25, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of ten directors to serve until the 2027 annual meeting of stockholders
Against Analysis
Ms. Dilsaver currently sits on three outside public company boards (Tempur Sealy International, QuidelOrtho Corporation, and PACS Group), which meets the four-board threshold under our policy; however, our policy flags a non-executive director holding four or more public company board seats — she holds three outside seats plus the HealthEquity board, totaling four public board seats, which triggers the overboarding policy threshold and warrants an AGAINST vote.
For Analysis
Director since 2015 with strong relevant experience as former CEO of MasterCard; HQY's 3-year stock return of +47.9% outperforms the peer group median by +83.8 percentage points, well above the 65pp threshold needed to trigger a concern, and no overboarding or other flags apply.
Joined the board in January 2025 — less than 24 months ago — so he is exempt from the TSR performance trigger under policy; serves on one outside public board (Brookfield Asset Management), well within the two-board limit for a sitting CEO; no other flags apply.
Company founder with deep HSA and healthcare expertise; holds zero outside public board seats; HQY's strong 3-year outperformance versus peers clears all TSR thresholds and no other flags apply.
Director since 2016 with extensive CFO and financial expertise relevant to the audit and compensation committee roles he holds; HQY's 3-year TSR strongly outperforms peers and no overboarding or other flags apply.
Joined the board on March 26, 2026 — well within the 24-month exemption period for the TSR trigger; serves on one outside public board (Oscar Health); his role as CEO of Sanford Health gives him relevant healthcare industry experience and no other policy flags apply.
Director since 2018 with strong human resources and governance expertise; holds zero outside public board seats; HQY's peer-relative TSR performance is strongly positive and no other flags apply.
Director since 2022 with deep technology and cybersecurity expertise relevant to HQY's business; serves on one outside public board (Bread Financial); company's strong peer-relative TSR performance clears all thresholds and no other flags apply.
Director since 2020 with extensive financial services and executive leadership experience as former CEO of USAA; serves on one outside public board (Kemper Corporation); HQY's strong TSR outperformance versus peers and no other flags warrant a FOR vote.
Director since 2017 with relevant digital, technology, and financial services expertise; holds zero outside public board seats; HQY's 3-year peer-relative TSR performance is strongly positive and no other policy flags apply.
Nine of ten directors receive a FOR vote. Evelyn Dilsaver receives an AGAINST vote solely due to overboarding — she sits on three outside public company boards in addition to the HealthEquity board, totaling four public board seats and triggering the policy threshold. HQY's 3-year stock return of +47.9% outperforms the company-disclosed peer group median by +83.8 percentage points, far exceeding the 65pp threshold required to trigger TSR-based concerns for any director, so performance is not a factor for any nominee. William Gassen and Scott Cutler are exempt from the TSR trigger as recent board additions within the past 24 months. The board discloses a skills matrix and all audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Scott Cutler
Total Comp
$8,277,080
Prior Support
96%%
CEO Scott Cutler received total compensation of approximately $8.3 million, which is reasonable for a CEO at a $6.9 billion healthcare technology company, and the prior say-on-pay vote received 96% support indicating broad shareholder satisfaction. The compensation program is well-structured with a majority of pay in variable, at-risk forms — including performance-based stock awards (which vest based on relative total shareholder return versus the Russell 3000 index and cumulative non-GAAP earnings per share over three years) and time-based stock awards — with a meaningful clawback policy in place and no problematic features such as guaranteed bonuses or tax gross-ups. HQY's 3-year stock return of +47.9% strongly outperforms its peer group median of -35.9%, confirming that incentive pay is well-aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,017,000
Non-Audit Fees
$103,000
Non-audit fees (audit-related fees of $56,000 plus all other fees of $47,000 = $103,000) represent approximately 3.4% of core audit fees ($3,017,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $6.9B market-cap company; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted.
Overall Assessment
The 2026 HealthEquity annual meeting ballot is largely straightforward: nine of ten director nominees receive a FOR vote, with Evelyn Dilsaver receiving an AGAINST solely due to serving on four public company boards in total (the overboarding threshold); the auditor ratification and say-on-pay proposals both pass all policy screens cleanly given low non-audit fees, strong prior shareholder support, and a well-structured pay-for-performance program backed by HQY's strong stock outperformance versus peers. The equity plan proposals (Proposals 4 and 5) fall outside the scope of this policy version and are listed without a vote determination.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing