DEF 14A of Healthequity, Inc., May 12, 2023

DEF 14A of Healthequity, Inc.

Filed May 12, 2023 · FY20230001104659-23-059479

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights The following table sets forth the names, ages as of May 12, 2023, and certain other information for each of the director nominees, each of whom are current directors with terms expiring at the Annual Meeting:

  2. Director Nominee Highlights

    | Name | Age | Director Since | Independent | Audit Committee Financial Expert | Committee Membership | Other Public Company Boards | | Robert Selander, Chairman | 72 | 2015 | | | • NGCSC • TCCC | 1 | | Jon Kessler | 55 | 2009 | | | | 0 | | Stephen Neeleman, M.D. | 55 | 2002 | | | | 0 | | Paul Black | 65 | 2022 | | | • ARC • TCCC | 0 | | Frank Corvino | 74 | 2014 | | | • ARC • TCCC | 0 | | Adrian Dillon | 69 | 2016 | | | • ARC* • CTC | 1 | | Evelyn Dilsaver | 68 | 2014 | | | • ARC • NGCSC* | 2 | | Debra McCowan | 51 | 2018 | | | • NGCSC • TCCC* | 0 | | Rajesh Natarajan | 53 | 2022 | | | • ARC • CTC | 1 | | Stuart Parker | 61 | 2020 | | | • CTC • TCCC | 1 | | Gayle Wellborn | 63 | 2017 | | | • ARC • CTC* | 0 |

  3. Director Nominee Highlights

    * Chair

  4. Board Demographics, Skills and Competencies

    Board Demographics, Skills and Competencies Our director nominees exhibit a variety of competencies, professional experience, and backgrounds, and contribute diverse viewpoints and perspectives to our board of directors. While our board of directors benefits from the experience and institutional knowledge that our longer-serving directors bring, it also brought in new perspective and ideas through the appointment of two new directors this past year. Please see the discussion under “Board Effectiveness and Long-Term Planning” below for additional information.

  5. Director Nominee Demographics

    Director Nominee Demographics The following charts show the demographic diversity of our director nominees as of May 12, 2023:

  6. Director Nominee Skills and Competencies

    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 possess them:

  7. Director Nominee Skills and Competencies

    | Skills and Competencies Matrix | | | | | | | | | | | | | | Robert Selander | Jon Kessler | Stephen Neeleman, M.D. | Paul Black | Frank Corvino | 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 | | | | | | | | | | | |

  8. Executive Compensation Highlights

    | 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, 2023. • 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. • 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 in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws. • 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. |

  9. Executive Compensation Highlights

    | 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 Perquisites. We generally do not provide any perquisites or other personal benefits to our executive officers. • 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. |

  10. Director Nominees

    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, Frank Corvino, 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 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified. One current director, Ian Sacks, 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.

  11. Director Nominee Biographies

    Director Nominee Biographies

  12. Director Nominee Biographies

    | Robert Selander | | | Independent Chairman | | | Director Since: 2015 Committees: • Nominating, Governance and Corporate Sustainability • Talent, Compensation and Culture Current Outside Public Directorships: • Equifax Inc. (NYSE: EFX) | 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 currently serves as a director of Equifax Inc. (NYSE: EFX). 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. |

  13. Director Nominee Biographies

    | 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, a nonprofit organization. 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. |

  14. Director Nominee Biographies

    | 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. |

  15. Director Nominee Biographies

    | 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—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 two nonprofit boards. Mr. Black has 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. |

  16. Director Nominee Biographies

    | Frank Corvino | | | Independent Director | | | Director Since: 2014 Committees: • Audit and Risk • Talent, Compensation and Culture Current Outside Public Directorships: • None | Frank Corvino has served as a member of our board of directors since 2014. Mr. Corvino served as Chairman of the Greenwich Hospital Foundation in Greenwich, Connecticut, from 2014 to 2016, and also has been President of Corvino & Corvino, a consulting firm, since 2015. Mr. Corvino served as President and Chief Executive Officer of Greenwich Hospital from 1992 until 2014 and served as Chief Operating Officer of Greenwich Hospital from 1988 to 1992. Mr. Corvino served as Executive Vice President of Yale New Haven Health System from 1998 to 2014. Since 2013, Mr. Corvino has been a member of the Fordham University Science Council. Mr. Corvino holds a B.S. in Pharmacy from Fordham University and an M.S. in Pharmacy Administration from St. John’s University. The board of directors believes that Mr. Corvino’s extensive experience in the healthcare industry, including his decades of experience as a leader of hospitals and hospital systems, qualifies him to serve as a member of our board of directors. |

  17. Director Nominee Biographies

    | Adrian Dillon | | | Independent Director | | | Director Since: 2016 Committees: • Audit and Risk (Chair) • Cybersecurity and Technology Current Outside Public Directorships: • SUSE S.A. | Adrian Dillon has served as a member of our board of directors since 2016. Mr. Dillon is a member of the supervisory board and chairman of the audit committee of SUSE S.A. Mr. Dillon 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. |

  18. Director Nominee Biographies

    | 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 corporationqualifies her to serve as a member of our board of directors. |

  19. Director Nominee Biographies

    | 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 is Executive Vice President and Chief Human Resources Officer for NetApp, Inc. (NASDAQ: NTAP), a hybrid cloud data services and data management company, since 2018, where she is 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. |

  20. Director Nominee Biographies

    | 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. |

  21. Director Nominee Biographies

    | 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. |

  22. Director Nominee Biographies

    | Gayle Wellborn | | | Independent Director | | | Director Since: 2017 Committees: • Audit and Risk • Cybersecurity and Technology (Chair) 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 MBA 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. |

  23. Board Effectiveness and Long-Term Planning

    Board Effectiveness and Long-Term Planning

  24. Board Succession Planning

    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, two new directors, Messrs. Natarajan and Black, joined the board of directors in May and September of 2022, respectively. Mr. Natarajan brought critical technology expertise and Mr. Black brought significant executive expertise in the healthcare technology industry. As noted above, one independent director, Mr. Sacks, 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 among director nominees fell to 25% this year due to the addition of Messrs. Black and Natarajan to the board of directors. However, with Mr. Sacks’ retirement from the board, gender diversity will increase to 27% immediately following the Annual Meeting (assuming all director nominees are elected). The nominating, governance and corporate sustainability committee expects gender diversity to again reach at least 30% over the next year as the board refreshment process continues. The board refreshment process also includes refreshing committee leadership and membership from time to time. The chairs of each of our committees were changed recently, 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.

  25. Considerations in Evaluating Director Nominees

    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. 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.

  26. Board Meetings and Committees

    | Talent, Compensation and Culture Committee | | | Members: • Debra McCowan (Chair) • Paul Black • Frank Corvino • Stuart Parker • Robert Selander Independence: 5 of 5 Meetings in Fiscal 2023: 6 Actions by Unanimous Written Consent: 1 | 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; and • overseeing our overall compensation philosophy, compensation plans and benefits programs. |

  27. Director Compensation

    Director Compensation In December 2022, 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 determined that no changes were needed in 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, 2023 and that will be payable to each of the non-employee directors for the fiscal year ending January 31, 2024 are described below.

  28. Director Compensation

    | Director Retainer Fees | FY2024 ($) | FY2023 ($) | | Annual Retainer Fee | 50,000 | 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 | 10,000 | 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 | 7,500 | 7,500 | | • Nominating, Governance and Corporate Sustainability Committee | 5,000 | 5,000 | | • Cybersecurity and Technology Committee | 7,500 | 7,500 | | Additional Chairperson Retainer Fee | 100,000 | 100,000 |

  29. Director Compensation

    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 $200,000, 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 deferral 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.

  30. Fiscal 2023 Director Compensation Table

    Fiscal 2023 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, 2023.

  31. Fiscal 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3)(4) ($) | All Other Compensation(5) ($) | Total ($) | | Robert Selander | 162,500 | 278,000 | — | 440,500 | | Paul Black | 30,275 | 161,538 | — | 191,813 | | Frank Corvino | 72,500 | 278,000 | — | 350,500 | | Adrian Dillon | — | 375,500 | — | 375,500 | | Evelyn Dilsaver | 70,000 | 278,000 | 15,000 | 363,000 | | Debra McCowan | — | 353,000 | — | 353,000 | | Rajesh Natarajan | 49,547 | 228,563 | — | 278,110 | | Stuart Parker | — | 343,000 | — | 343,000 | | Ian Sacks | — | 335,500 | — | 335,500 | | Gayle Wellborn | 85,000 | 278,000 | — | 363,000 |

  32. Fiscal 2023 Director Compensation Table

    (1) In the fiscal year ended January 31, 2022, the Company paid certain non-employee directors cash retainer fees greater than they were entitled to receive based on their service due to changes in committee and chair assignments that occurred during the fiscal year. As a result, cash payments to impacted directors in the fiscal year ended January 31, 2023 were reduced by the amounts of any overpayments in the fiscal year ended January 31, 2022. (2) 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, 2023, 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, 2023 for a discussion of the assumptions used to calculate these values. (3) 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, 2023.

  33. Fiscal 2023 Director Compensation Table

    | 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 | 2,996 | | Paul Black | — | 2,458 | | Frank Corvino | 10,090 | 2,996 | | Adrian Dillon | 24,446 | 2,996 | | Evelyn Dilsaver | 55,851 | 9,492 | | Debra McCowan | — | 2,996 | | Rajesh Natarajan | — | 2,996 | | Stuart Parker | — | 8,527 | | Ian Sacks | 53,024 | 2,996 | | Gayle Wellborn | 12,075 | 2,996 |

  34. Fiscal 2023 Director Compensation Table

    (4) In connection with the transition of the timing of annual director equity awards, for the period from February 1, 2022 until the date of the Company’s annual meeting of stockholders in 2022, a one-time equity award was granted to the directors serving on the board at that time with a value of $78,000 (pro rata for Mr. Natarajan). All of the shares of our common stock subject to this one-time award vested on the date of the Company’s annual meeting of stockholders in 2022. (5) Includes cash retainer fees paid to Ms. Dilsaver for serving on the board of directors of HealthEquity Trust Company, a wholly owned subsidiary of the Company.

  35. Pay-for-Performance Discussion

    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.

  36. Executive Compensation Policies and Practices

    | 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, 2023. • 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. • 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 in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws. • 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. |

  37. Executive Compensation Policies and Practices

    | 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 Perquisites. We generally do not provide any perquisites or other personal benefits to our executive officers. • 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. |

  38. Chief Operating Officer Termination

    Chief Operating Officer Termination On August 1, 2022, Mr. Bloomberg’s employment as our Chief Operating Officer was involuntarily terminated without cause. Mr. Bloomberg continued serving in an interim advisory role for the Company through November 30, 2022 and received his normal compensation during that interim period. Upon termination of his employment, Mr. Bloomberg 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. Bloomberg.

  39. Program Design

    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.

  40. Role of Compensation Consultant

    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, 2023. 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, 2023, 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.

  41. Compensation-Setting Process

    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.

  42. Competitive Positioning

    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, 2023, the compensation committee referenced the following compensation peer group for purposes of understanding the competitive market:

  43. Competitive Positioning

    | • ACI Worldwide, Inc. | • Green Dot Corporation | • Paylocity Holding Corporation | | • Black Knight, Inc. | • Guidewire Software Inc. | • Progyny, Inc. | | • Ceridian HCM Holding Inc. | • Health Catalyst, Inc. | • Tyler Technologies, Inc. | | • Cornerstone OnDemand, Inc. | • Inovalon Holdings, Inc. | • Verint Systems Inc. | | • Coupa Software Incorporated | • Omnicell, Inc. | • WEX Inc. | | • Envestnet, Inc. | • Paycom Software, Inc. | |

  44. Competitive Positioning

    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—approximately 1/3x to approximately 3.0x our last four fiscal quarters’ revenue; and • similar market capitalization—approximately 1/3x to approximately 3.0x our market capitalization. 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; and • 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, 2023, 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 2022, the compensation committee, with the assistance of Semler Brossy, modified our peer group by removing Cornerstone OnDemand, Inc., and Inovalon Holdings, Inc., because each was acquired. In addition, the compensation committee, with the assistance of Semler Brossy, added Evolent Health, Inc. to our peer group. 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.

  45. Individual Compensation Elements

    Individual Compensation Elements In the fiscal year ended January 31, 2023, 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.

  46. Individual Compensation Elements

    | 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. |

  47. Base Salary

    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, 2023, 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, Founder and Vice Chairman, CSO, and Former COO remained unchanged. In addition, the compensation committee approved an increase in the annual base salary for our CFO in order to better align his compensation with those holding similar executive positions within our compensation peer group. The annual base salary for our CFO increased by 14% from its previous year-end level for the fiscal year ended January 31, 2022 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. In connection with the hiring of our CTO effective March 15, 2022, the compensation committee approved an annual base salary for our CTO of $550,000.The base salaries of the named executive officers for the fiscal years ended January 31, 2023 and 2022 were as follows:

  48. Annual Cash Bonuses

    Annual Cash Bonuses For the fiscal year ended January 31, 2023, we had a cash bonus plan, the HealthEquity Executive Bonus Plan for the fiscal year ended January 31, 2023 (the “2023 Executive Bonus Plan”), for our executive officers, including our CEO, Founder and Vice Chairman, CFO, CTO, CSO, and Former COO. 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 at the beginning of the fiscal year ended January 31, 2023. Under the 2023 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 2023 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 2023 Executive Bonus Plan was based on our achievement with respect to certain corporate performance measures for the fiscal year ended January 31, 2023.

  49. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities Each of our executive officers participating in the 2023 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 2022, 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, CFO, CSO, and Former COO at their levels for the fiscal year ended January 31, 2023.Our CTO’s target annual cash bonus opportunity was determined through an arm’s-length negotiation in connection with his initial appointment in March 2022. The target annual cash bonus opportunities of the named executive officers for the fiscal year ended January 31, 2023, were as follows:

  50. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | Fiscal Year 2023 Target Annual Cash Bonus Opportunity (as a Percentage of Base Salary) | Fiscal Year 2023 Target Annual Cash Bonus Opportunity | | Mr. Kessler | 100% | $700,000 | | Dr. Neeleman | 75% | 300,000 | | Mr. Murdock | 75% | 300,000 | | Mr. Rosner | 75% | 412,500 | | Mr. Trittschuh | 50% | 225,000 | | Mr. Bloomberg | 75% | 356,250 |

  51. Target Annual Cash Bonus Opportunities

    In connection with the compensation committee’s review of our executive officers’ compensation for our fiscal year ending January 31, 2024, the compensation committee approved an increase to the target annual cash bonus opportunity for our CSO, which increased from 50% to 75%, effective April 1, 2023. The compensation committee made this change in order to compensate our CSO for additional responsibilities he has undertaken in his role and to better align the compensation of our CSO with that of our other executive officers.

  52. 2023 Executive Bonus Plan Formula

    2023 Executive Bonus Plan Formula For purposes of the 2023 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:

  53. 2023 Executive Bonus Plan Formula

    | | 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% |

  54. 2023 Executive Bonus Plan Formula

    (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%.

  55. Corporate Performance Measures

    Corporate Performance Measures In March 2022, the compensation committee selected revenue, Adjusted EBITDA (as defined below), and new HSA sales as the corporate performance measures for purposes of the 2023 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 2023 Executive Bonus Plan, Adjusted EBITDA was defined as adjusted 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, 2023, 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.

  56. Fiscal Year 2023 Annual Cash Bonus Payments

    Fiscal Year 2023 Annual Cash Bonus Payments In March 2023, the compensation committee determined the amounts to be paid under the 2023 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, 2023, our revenue was $861.7 million, our Adjusted EBITDA was $272.3 million, and our new HSA sales were 971,000. Our performance was above the target level established for revenue, Adjusted EBITDA, and new HSA sales. As a result, according to the 2023 Executive Bonus Plan, funding of the executive bonus pool was calculated as follows:

  57. Fiscal Year 2023 Annual Cash Bonus Payments

    | Corporate Performance Measure | Target Performance Level (in Thousands) | Actual Performance Level (in Thousands) | Funding Percentage | Payment Weighting Percentage | Weighted Funding Percentage | | Revenue | $825,000 | $861,748 | 150.0% | 25.0% | 37.5% | | Adjusted EBITDA | 255,000 | 272,348 | 150.0% | 50.0% | 75.0% | | New HSA sales | 850,000 | 971,000 | 150.0% | 25.0% | 37.5% | | | | | | | 150.0% |

  58. Fiscal Year 2023 Annual Cash Bonus Payments

    However, the compensation committee used its discretion under the 2023 Executive Bonus Plan to exclude from the actual results of the corporate performance measures the impact of the Federal Reserve’s interest rate increases during the fiscal year ended January 31, 2023, resulting in a lower payout percentage than was funded. Actual bonus payments made to our named executive officers under the 2023 Executive Bonus Plan for the fiscal year ended January 31, 2023, were as follows:

  59. Fiscal Year 2023 Annual Cash Bonus Payments

    | Named Executive Officer | Fiscal Year 2023 Target Annual Cash Bonus Opportunity at 100% Achievement | Fiscal Year 2023 Annual Cash Bonus Opportunity at Maximum Achievement | Fiscal Year 2023 Actual Cash Bonus Paid | | Mr. Kessler | $700,000 | $1,050,000 | $840,000 | | Dr. Neeleman | 300,000 | 450,000 | 360,000 | | Mr. Murdock | 293,938 | 440,907 | 352,726 | | Mr. Rosner | 365,034 | 547,551 | 438,041 | | Mr. Trittschuh | 225,000 | 337,500 | 225,000 | | Mr. Bloomberg(1) | 295,736 | 443,604 | 295,736 |

  60. Fiscal Year 2023 Annual Cash Bonus Payments

    (1) Amounts for Mr. Bloomberg reflect pro-ration of his bonus in connection with his involuntary separation from the Company on November 30, 2022.

  61. Fiscal Year 2024 Executive Bonus Plan

    Fiscal Year 2024 Executive Bonus Plan In March 2023, the compensation committee approved the terms of our executive bonus plan for the fiscal year ending January 31, 2024 (the “2024 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 2024 Executive Bonus Plan. 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. For purposes of the 2024 Executive Bonus Plan, Adjusted EBITDA is defined as adjusted 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, 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. These target levels were set as follows:

  62. Fiscal Year 2024 Executive Bonus Plan

    | | 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% |

  63. Fiscal Year 2024 Executive Bonus Plan

    (1) The compensation committee has the authority to interpret any metric of the 2024 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.

  64. Long-Term Incentive Compensation

    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, 2023, 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 2022, our compensation committee approved the grant of equity awards to each of our named executive officers (including, with respect to our CTO, as determined through arm’s-length negotiation in connection with his initial appointment in such month). The equity awards granted to each of our Founder and Vice Chairman, CFO, CTO, CSO, and Former COO 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 vest 25% on April 1, 2023 (the “FY23 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 FY23 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. 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-vested restricted stock units generally have some value even if the Company’s stock price significantly decreases following their grant (unlike performance-based restricted stock units which are not earned and do not vest unless a minimum performance level is achieved). As a result, time-vested 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 30, 2022 (the date the performance-based vesting restricted stock units were granted by the compensation committee) and ending January 31, 2025, as follows:

  65. Long-Term Incentive Compensation

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

  66. Long-Term Incentive Compensation

    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, 2023:

  67. Long-Term Incentive Compensation

    | Named Executive Officer | Date of Grant | Performance-based Vesting Restricted Stock Units (Granted at Target) (#) | Time-based Vesting Restricted Stock Units (#) | | Mr. Kessler | March 30, 2022 | 104,089 | — | | Dr. Neeleman | March 30, 2022 | 11,152 | 11,152 | | Mr. Murdock | March 30, 2022 | 20,446 | 20,446 | | Mr. Rosner | March 30, 2022 | 59,480 | 59,480 | | Mr. Trittschuh | March 30, 2022 | 13,011 | 13,011 | | Mr. Bloomberg(1) | March 30, 2022 | 22,305 | 22,305 |

  68. Long-Term Incentive Compensation

    On account of his involuntary separation from the Company on November 30, 2022, Mr. Bloomberg 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, 2023 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 2023 Outstanding Equity Awards at Fiscal Year-End Table” below.

  69. Fiscal Year 2021 Equity Awards

    Fiscal Year 2021 Equity Awards The performance-based vesting restricted stock units granted in 2020 to our executive officers (the “FY21 PRSUs”), including our named executive officers, vested in March 2023. The FY21 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, 2020 (the date the performance-based vesting restricted stock units were granted by the compensation committee) and ending January 31, 2023, as follows:

  70. Fiscal Year 2021 Equity Awards

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

  71. Fiscal Year 2021 Equity Awards

    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 39th percentile. Accordingly, in March 2023, the compensation committee approved a vesting of 79% with respect to the FY21 PRSUs.

  72. Fiscal Year 2024 Equity Awards

    Fiscal Year 2024 Equity Awards In March 2023, the compensation committee determined that performance-based vesting restricted stock units granted in fiscal year ending January 31, 2024 would be earned and vest based on our relative total stockholder return compared to the stock price of the constituents of the Russell 2000 index to further align executive compensation to our stockholders’ return. Accordingly, in March 2023, 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 performance-based vesting restricted stock units. 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, 2024 (the “FY24 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 FY24 award initial vesting date. Another award consisting of one-half of the restricted stock units granted to each executive officer other than our CEO may be earned and vests based on the achievement of relative total stockholder return targets. All of the restricted stock units granted to our CEO in March 2023 are performance-based vesting restricted stock units that are to be earned and vest based on the achievement of the applicable total stockholder return goals.

  73. Employment Agreements

    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, CSO, and Former COO 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 2023 Summary Compensation Table and Fiscal 2023 Grant of Plan-Based Awards Table— Executive Employment Arrangements” below.

  74. Taxation of “Parachute” Payments

    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.

  75. Summary Compensation Table

    Summary Compensation Table

  76. 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 | 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 | | | 2021 | 666,667 | — | 8,012,443 | — | 646,700 | — | 73,673 | 9,399,483 | | Stephen Neeleman, M.D. Founder and Vice Chairman | 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 | | | 2021 | 400,000 | — | 1,630,645 | — | 291,000 | — | 44,030 | 2,365,675 | | Tyson Murdock(6) Executive Vice President and Chief Financial Officer | 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 | | Elimelech Rosner(6) Executive Vice President and Chief Technology Officer | 2023 | 486,712 | 800,000 | 10,771,233 | — | 438,041 | — | 10,675 | 12,506,661 | | Larry Trittschuh(6) Executive Vice President and Chief Security Officer | 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 | | Edward Bloomberg Former Executive Vice President and Chief Operating Officer | 2023 | 394,315 | — | 4,039,212 | — | 295,736 | — | 513,318 | 5,242,581 | | | 2022 | 462,500 | — | 3,373,891 | — | 260,368 | — | 10,675 | 4,107,434 | | | 2021 | 400,000 | — | 2,609,112 | — | 291,000 | — | 12,506 | 3,312,618 |

  77. Summary Compensation Table

    (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. 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, 2023 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 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, $13,999,971; for Dr. Neeleman, $1,499,944; for Mr. Murdock, $2,749,987; for Mr. Rosner, $8,000,060; for Mr. Trittschuh, $1,749,980; and for Mr. Bloomberg, $3,000,023. For additional information, including a discussion of the assumptions used to calculate these values, please see “—Fiscal 2023 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, 2023. 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. (5) The amounts reported in this column for the fiscal year ended January 31, 2023, represent employer matching contributions made to our Section 401(k) Plan, and with respect to Mr. Bloomberg, the severance benefits payable in connection with his involuntary separation. With respect to Mr. Kessler and Dr. Neeleman, the amounts reported in this column for the fiscal year ended January 31, 2021 include the cost of Company-paid private charters, equal to $56,335 and $29,780, respectively. (6) Mr. Murdock and Mr. Trittschuh were not named executive officers for the fiscal year ended January 31, 2021 and, therefore, in accordance with SEC regulations, only compensation information for the fiscal years ended January 31, 2023 and 2022 is included in the Summary Compensation Table. Mr. Rosner was not a named executive officer for the fiscal years ended January 31, 2022 and 2021 and, therefore, in accordance with SEC regulations, only compensation information for the fiscal year ended January 31, 2023 is included in the Summary Compensation Table.

  78. Fiscal 2023 Grant of Plan-Based Awards Table

    Fiscal 2023 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, 2023.

  79. Fiscal 2023 Grant of Plan-Based Awards Table

    | | | | 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 | 3/30/2022 | 3/30/2022 | — | — | — | 26,022 | 104,089 | 208,178 | — | — | — | 11,849,492 | | | | 3/30/2022 | 350,000 | 700,000 | 1,050,000 | — | — | — | — | — | — | — | | Stephen Neeleman, M.D. | 3/30/2022 | 3/30/2022 | — | — | — | 2,788 | 11,152 | 22,304 | — | — | — | 1,269,544 | | | 3/30/2022 | 3/30/2022 | — | — | — | — | — | — | 11,152 | — | — | 749,972 | | | | 3/30/2022 | 150,000 | 300,000 | 450,000 | — | — | — | — | — | — | — | | Tyson Murdock | 3/30/2022 | 3/30/2022 | — | — | — | 5,112 | 20,446 | 40,892 | — | — | — | 2,327,573 | | | 3/30/2022 | 3/30/2022 | — | — | — | — | — | — | 20,446 | — | — | 1,374,994 | | | | 3/30/2022 | 150,000 | 300,000 | 450,000 | — | — | — | — | — | — | | | Elimelech Rosner | 3/30/2022 | 3/30/2022 | — | — | — | 14,870 | 59,480 | 118,960 | — | — | — | 6,771,203 | | | 3/30/2022 | 3/30/2022 | — | — | — | — | — | — | 59,480 | — | — | 4,000,030 | | | | 3/30/2022 | 206,250 | 412,500 | 618,750 | — | — | — | — | — | — | — | | Larry Trittschuh | 3/30/2022 | 3/30/2022 | — | — | — | 3,253 | 13,011 | 26,022 | — | — | — | 1,481,172 | | | 3/30/2022 | 3/30/2022 | — | — | — | — | — | — | 13,011 | — | — | 874,990 | | | | 3/30/2022 | 112,500 | 225,000 | 337,500 | — | — | — | — | — | — | — | | Edward Bloomberg | 3/30/2022 | 3/30/2022 | — | — | — | 5,576 | 22,305 | 44,610 | — | — | — | 2,539,201 | | | 3/30/2022 | 3/30/2022 | — | — | — | — | — | — | 22,305 | — | — | 1,500,011 | | | | 3/30/2022 | 178,125 | 356,250 | 534,375 | — | — | — | — | — | — | — |

  80. Fiscal 2023 Grant of Plan-Based Awards Table

    (1) 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 30, 2022 (the date the performance-based vesting restricted stock units were granted by the compensation committee) and ending January 31, 2025. as follows:

  81. Fiscal 2023 Grant of Plan-Based Awards Table

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

  82. Fiscal 2023 Grant of Plan-Based Awards Table

    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. Restricted stock units reported in this column vest based upon the executive officer’s continuing service to the Company, with one quarter of the restricted stock units vesting on the FY23 award initial vesting date of April 1, 2023 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 FY23 award initial vesting date. The amounts reported in this column represent the aggregate grant date fair value of the restricted stock units granted to the named executive officers, 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 restricted stock units are settled. For additional information, including a discussion of the assumptions used to calculate these values, please see “—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, 2023.

  83. Narrative to Fiscal 2023 Summary Compensation Table and Fiscal 2023 Grant of Plan-Based Awards Table

    Narrative to Fiscal 2023 Summary Compensation Table and Fiscal 2023 Grant of Plan-Based Awards Table

  84. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth outstanding equity awards to acquire shares of our common stock held by each of our named executive officers as of January 31, 2023.

  85. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Options awards | | | | | Stock awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1)(2) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price(3) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Jon Kessler | 7/30/2014 | 60,000(9) | — | — | 14.00 | 7/30/2024 | — | — | — | — | | | 3/27/2017 | 52,229(9) | — | — | 41.28 | 3/27/2027 | — | — | — | — | | | 3/27/2018 | 47,859(9) | — | — | 61.72 | 3/27/2028 | — | — | — | — | | | 3/26/2019 | 38,344(9) | 12,781 | — | 73.61 | 3/26/2029 | — | — | — | — | | | 3/31/2020 | — | — | — | — | — | — | — | 86,179(6) | 5,243,992 | | | 3/30/2021 | — | — | — | — | — | — | — | 97,015(7) | 5,903,363 | | | 3/30/2022 | — | — | — | — | — | — | — | 208,178(8) | 12,667,631 | | Stephen Neeleman, M.D. | 7/30/2014 | 140,000 | — | — | 14.00 | 7/30/2024 | — | — | — | — | | | 3/27/2017 | 19,897 | — | — | 41.28 | 3/27/2027 | — | — | — | — | | | 3/27/2018 | 14,228 | — | — | 61.72 | 3/27/2028 | — | — | — | — | | | 3/26/2019 | 11,503 | 3,834 | — | 73.61 | 3/26/2029 | — | — | — | — | | | 3/31/2020 | — | — | — | — | — | 4,118 | 250,580 | 13,057(6) | 794,518 | | | 3/30/2021 | — | — | — | — | — | 5,597 | 340,577 | 14,925(7) | 908,186 | | | 3/30/2022 | — | — | — | — | — | 11,152 | 678,599 | 22,304(8) | 1,357,198 | | Tyson Murdock | 3/26/2019 | — | — | — | — | — | 1,698 | 103,323 | — | — | | | 3/31/2020 | — | — | — | — | — | 6,918 | 420,960 | — | — | | | 6/24/2020 | — | — | — | — | — | — | — | 7,261(6) | 441,832 | | | 3/30/2021 | — | — | — | — | — | 6,529 | 397,290 | 17,413(7) | 1,059,581 | | | 3/30/2022 | — | — | — | — | — | 20,446 | 1,244,139 | 40,892(8) | 2,488,278 | | Elimelech Rosner | 3/30/2022 | — | — | — | — | — | 59,480 | 3,619,358 | 118,960(8) | 7,238,716 | | Larry Trittschuh | 12/17/2018 | 6,419 | — | — | 59.63 | 12/17/2028 | — | — | — | — | | | 3/26/2019 | — | — | — | — | — | 283 | 17,221 | — | — | | | 3/31/2020 | — | — | — | — | — | 1,152 | 70,099 | 3,655(6) | 222,407 | | | 4/5/2020 | — | — | — | — | — | 5,223 | 317,820 | 5,787(6) | 352,139 | | | 3/30/2021 | — | — | — | — | — | 1,825 | 111,051 | 13,930(7) | 847,641 | | | 3/30/2022 | — | — | — | — | — | 13,011 | 791,719 | 26,022(8) | 1,583,439 | | Edward Bloomberg | 8/13/2018 | 25,667 | — | — | 82.39 | 11/30/2023 | — | — | — | — | | | 3/26/2019 | 16,776 | — | — | 73.61 | 11/30/2023 | — | — | — | — |

  86. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Time-based vesting options or restricted stock units, as applicable, granted prior to March 2022, vest and become exercisable or vest and settle, as applicable, on each of the first four anniversaries of the applicable grant date. Time-based vesting restricted stock units granted in March 2022 vested 25% on April 1, 2023, which was the first anniversary of the applicable award vesting commencement 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 award initial vesting date. These options or restricted stock units, as applicable, would vest and become exercisable or vest and settle, as applicable, if the executive’s employment with the Company is terminated by the Company without “cause” or by the executive for “good reason” (each as defined in the applicable employment or award agreement) within a 12-month period following a change in control of the Company in which the stock options or restricted stock units, as applicable, are assumed or substituted for by the acquirer. (3) The option exercise price for awards granted in connection with our initial public offering was the price per share at which our common stock was first sold in our initial public offering and the exercise price for awards granted following our initial public offering was the fair market value of one share of our common stock on the applicable grant date. (4) The market value was determined based on the closing sale price per share of our common stock on the NASDAQ Global Market on January 31, 2023, which was $60.85. (5) For awards for which the performance period is complete, the number of shares earned is reported in this column based on the actual achievement as certified by our compensation committee. (6) The performance-based vesting restricted stock units granted in 2020 vested following certification by the compensation committee based on relative total stockholder return compared to the stock price of the constituents of the Russell 2000 index, as follows:

  87. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

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

  88. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Linear interpolation is used to determine the percent of the shares subject to the award that vest between each threshold. The number of shares reported in this table reflects the actual relative shareholder return of 79.3%. (7) The performance-based vesting restricted stock units granted in 2021 vest based on relative total stockholder return compared to the stock price of the constituents of the Russell 2000 index, as follows:

  89. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

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

  90. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Linear interpolation will be used to determine the percent of the shares subject to the award that will be earned and vest between each threshold. The Company’s relative total stockholder return as of January 31, 2023 exceeded the 10th percentile, and in accordance with applicable SEC rules, the number of shares reported in this table assumes achievement of the performance goal at target, or 100%. (8) The performance-based vesting restricted stock units granted in 2022 vest based on relative total stockholder return compared to the stock price of the constituents of the Russell 2000 index, as follows:

  91. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

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

  92. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Linear interpolation will be used to determine the percent of the shares subject to the award that will be earned and vest between each threshold. The Company’s relative total stockholder return as of January 31, 2023 exceeded the 50th percentile, and in accordance with applicable SEC rules, the number of shares reported in this table assumes achievement of the performance goal at maximum, or 200%. As a result of Mr. Kessler’s transfer by gift, certain options are held by GKF, LLC. Mr. Kessler and his wife serve as co-managers of GKF, LLC, which is wholly owned by the Jon Kessler and Laura M. Gottsman Family Trust (the “Trust”), of which the Mr. Kessler and his wife are co-trustees. Mr. Kessler and members of his immediate family are the sole beneficiaries of the Trust. As of January 31, 2023, GKF, LLC held 60,000 of the options granted on 7/30/2014, 34,820 of the options granted on 3/27/2017, 23,930 of the options granted on 3/27/2018, and 12,782 of the options granted on 3/26/2019. Fiscal 2023 Option Exercises and Stock Vested Table The following table sets forth information concerning stock option exercises by and the vesting of stock awards held by our named executive officers during the fiscal year ended January 31, 2023.

  93. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Jon Kessler | — | — | 31,788 | 2,137,743 | | Stephen Neeleman, M.D. | — | — | 13,460 | 904,569 | | Tyson Murdock | — | — | 9,359 | 617,803 | | Elimelech Rosner | — | — | — | — | | Larry Trittschuh | 6,419 | 66,565 | 8,122 | 527,564 | | Edward Bloomberg | — | — | 23,277 | 1,549,461 |

  94. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (1) The value realized on exercise is calculated by multiplying the number of shares of common stock acquired on exercise by the difference between the closing price of our common stock on the date of exercise and the exercise price of the option. (2) The value realized on settlement of a restricted stock unit is calculated by multiplying the number of shares of common stock acquired on settlement by the closing price of our common stock on the date of settlement.

  95. Pension Benefits

    Pension Benefits We do not currently sponsor or maintain any defined benefit pension plans or other benefit plans providing specified retirement payments and benefits for team members.

  96. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not currently sponsor or maintain any non-qualified defined contribution or other non-qualified deferred compensation plans for team members.

  97. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control The following summaries describe the potential payments and benefits that we would provide to our named executive officers in connection with a termination of employment and/or a change in control of the Company.

  98. Vesting of Outstanding Equity Awards

    Vesting of Outstanding Equity Awards Our named executive officers hold unvested stock options and restricted stock units granted pursuant to the HealthEquity, Inc. 2014 Equity Incentive Plan, as amended and restated (the “2014 Plan”). The 2014 Plan provides that in the event of a significant “corporate transaction,” as defined therein, each outstanding award will be treated as the administrator determines. In addition, all outstanding stock options and restricted stock units held by each named executive officer provide for accelerated vesting on a “double trigger” basis such that if the executive’s employment is terminated by us without “cause” or by the executive for “good reason” (each as defined in the applicable employment or award agreement) within a 12-month period following a change in control of the Company in which the stock options or the restricted stock units, as applicable, are assumed or substituted for by the acquirer, all of the then unvested stock options or restricted stock units, as applicable held by the executive will vest (assuming target performance for any performance-based vesting restricted stock units). The information in the table below describes and quantifies certain estimated compensation that would have become payable following a change in control of the Company or termination of employment of our named executive officers assuming that the change in control or termination of employment occurred on January 31, 2023.

  99. Vesting of Outstanding Equity Awards

    | Name | Cash Severance Payment(1) ($) | Bonus Payment(2) ($) | COBRA Premium Reimbursement(3) ($) | Value of Accelerated Equity Awards(4) ($) | | Jon Kessler | | | | | | Voluntary termination for good reason or involuntary termination without cause | 700,000 | 840,000 | 28,776 | — | | Termination for disability or upon death | — | 840,000 | — | — | | Voluntary termination for good reason or involuntary termination without cause following a change in control | 1,050,000 | 840,000 | 43,164 | 18,852,608 | | Stephen Neeleman, M.D. | | | | | | Voluntary termination for good reason or involuntary termination without cause | 400,000 | 360,000 | 24,938 | — | | Termination for disability or upon death | — | 360,000 | — | — | | Voluntary termination for good reason or involuntary termination without cause following a change in control | 400,000 | 360,000 | 24,938 | 3,858,864 | | Tyson Murdock | | | | | | Voluntary termination for good reason or involuntary termination without cause | 400,000 | 352,726 | 25,606 | — | | Termination for disability or upon death | — | 352,726 | — | — | | Voluntary termination for good reason or involuntary termination without cause following a change in control | 400,000 | 352,726 | 25,606 | 5,026,879 | | Elimelech Rosner | | | | | | Voluntary termination for good reason or involuntary termination without cause | 550,000 | 438,041 | 19,082 | — | | Termination for disability or upon death | — | 438,041 | — | — | | Voluntary termination for good reason or involuntary termination without cause following a change in control | 550,000 | 438,041 | 19,082 | 7,238,716 | | Larry Trittschuh | | | | | | Voluntary termination for good reason or involuntary termination without cause | 450,000 | 225,000 | 29,444 | — | | Termination for disability or upon death | — | 225,000 | — | — | | Voluntary termination for good reason or involuntary termination without cause following a change in control | 450,000 | 225,000 | 29,444 | 3,672,176 | | Edward Bloomberg(5) | | | | | | Voluntary termination for good reason or involuntary termination without cause | 475,000 | 295,736 | 27,643 | — |

  100. Vesting of Outstanding Equity Awards

    (1) The severance amounts reported in this column are based on the base salaries in effect on January 31, 2023. (2) The bonus amounts reported in this column represent the bonus under our annual bonus plan based on actual performance for the fiscal year ended January 31, 2023. With respect to Mr. Bloomberg, such bonus is prorated on account of his involuntary separation from the Company, in accordance with the terms of his employment agreement. (3) The amounts reported in this column are an estimate of the employer portion of the applicable COBRA premium cost for the level of coverage each named executive officer had as of January 31, 2023, and is based on approximate benefit costs for the fiscal year ended January 31, 2023. (4) The amount reported in this column assumes outstanding performance-based vesting restricted stock units vest and are settled, as applicable, at target. The value of outstanding performance and time-based vesting restricted stock units, and unvested options was determined based on the closing sale price per share of our common stock on the NASDAQ Global Market on January 31, 2023, which was $60.85. Mr. Bloomberg ceased serving as the Company’s COO on August 1, 2022 and separated from the Company on November 30, 2022 following a brief transition period. These amounts reflect the actual payments and benefits to which Mr. Bloomberg was entitled pursuant to the terms of his employment agreement on account of his involuntary separation from the Company.

  101. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following pay ratio information with respect to the fiscal year ended January 31, 2023: • The total annual compensation for our median employee (other than our Chief Executive Officer) was $76,670; •

  102. Pay versus Performance

    Pay versus Performance The following table sets forth additional compensation information of our Principal Executive Officer (“PEO”) and our non-PEO named executive officers (“Non-PEOs”) along with the relationship of such compensation to total shareholder return, net income, and Adjusted EBITDA performance results for our fiscal years ending in 2023, 2022, and 2021 in accordance with Item 402(v) of Regulation S-K. “Compensation Actually Paid” values shown in the required table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our PEO and Non-PEOs in such fiscal years, including with respect to RSUs and PRSUs. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  103. Pay versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEOs ($) | Average Compensation Actually Paid to Non-PEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2)(3) ($) | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income ($ in Thousands) | Adjusted EBITDA ($ in Thousands)(5) | | 2023 | 13,400,167 | 14,441,532 | 5,607,831 | 4,042,284 | 92.11 | 125.40 | (26,143) | 272,348 | | 2022 | 9,947,622 | (5,492,707) | 2,398,514 | (623,189) | 80.90 | 138.87 | (44,289) | 236,015 | | 2021 | 9,399,483 | 16,471,133 | 2,669,117 | 4,616,740 | 126.48 | 118.45 | 8,834 | 240,795 |

  104. Pay versus Performance

    Non-PEOs included in the above compensation columns reflect the following:

  105. Pay versus Performance

    | Fiscal Year | PEO | Non-PEOs | | 2023 | Jon Kessler | Stephen Neeleman, M.D.; Tyson Murdock; Eli Rosner; Edward Bloomberg; Larry Trittschuh | | 2022 | Jon Kessler | Stephen Neeleman, M.D.; Tyson Murdock; Darcy Mott; Edward Bloomberg; Larry Trittschuh | | 2021 | Jon Kessler | Stephen Neeleman, M.D.; Darcy Mott; Edward Bloomberg; William Otten |

  106. Pay versus Performance

    (2) Because of adjustments required by SEC rules, as explained in detail in Note (3) below, “Compensation Actually Paid” may be a negative amount. As noted previously, “Compensation Actually Paid” does not represent amounts actually earned or realized by our PEO and Non-PEOs in the applicable fiscal years. (3) The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for time-based vesting restricted stock awards or RSU awards, closing price on the applicable year-end date, or, in the case of vesting dates, the closing price on the applicable vesting dates, (2) for performance-based RSU awards (excluding awards with market-based vesting conditions), the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (3) for awards with market-based vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (4) for stock options, a Black-Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten-year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. Fiscal year 2023 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table:

  107. Pay versus Performance

    | | PEO | Average Non-PEO | | Total Reported in Fiscal 2023 Summary Compensation Table | 13,400,167 | 5,607,831 | | Less, value of awards reported in Summary Compensation Table | (11,849,492) | (4,577,738) | | Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year | 10,550,461 | 3,376,855 | | Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year | 1,724,240 | 190,057 | | Plus, fair value of awards granted in fiscal year and that vested this fiscal year | — | — | | Plus, change in fair value of prior year awards that vested this fiscal year | 616,156 | 171,524 | | Less, fair value of prior year awards that failed to vest this fiscal year | — | (726,245) | | Total Adjustments | 1,041,365 | (1,565,547) | | Compensation Actually Paid | 14,441,532 | 4,042,284 |

  108. Pay versus Performance

    Fiscal year 2022 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table:

  109. Pay versus Performance

    | | PEO | Average Non-PEO | | Total Reported in Fiscal 2022 Summary Compensation Table | 9,947,622 | 2,398,514 | | Less, value of awards reported in Summary Compensation Table | (8,711,947) | (1,815,747) | | Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year | 5,685,079 | 1,256,445 | | Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year | (9,966,440) | (1,906,814) | | Plus, fair value of awards granted in fiscal year and that vested this fiscal year | — | — | | Plus, change in fair value of prior year awards that vested this fiscal year | (1,236,382) | (289,279) | | Less, fair value of prior year awards that failed to vest this fiscal year | (1,210,639) | (266,308) | | Total Adjustments | (15,440,329) | (3,021,703) | | Compensation Actually Paid | (5,492,707) | (623,189) |

  110. Pay versus Performance

    Fiscal year 2021 Compensation Actually Paid to our PEO and the average Compensation Actually Paid to Non-PEOs reflects the following adjustments from the compensation reported in the “Total” column of the Summary Compensation Table:

  111. Pay versus Performance

    | | PEO | Average Non-PEO | | Total Reported in Fiscal 2021 Summary Compensation Table | 9,399,483 | 2,669,117 | | Less, value of awards reported in Summary Compensation Table | (8,012,443) | (1,924,184) | | Plus, year-end value of awards granted in fiscal year that are unvested and outstanding at the end of the fiscal year | 12,677,489 | 3,078,558 | | Plus, change in fair value of prior year awards that are unvested and outstanding at end of fiscal year | 3,720,725 | 1,048,970 | | Plus, fair value of awards granted in fiscal year and that vested this fiscal year | — | — | | Plus, change in fair value of prior year awards that vested this fiscal year | (1,314,121) | (255,721) | | Less, fair value of prior year awards that failed to vest this fiscal year | — | — | | Total Adjustments | 7,071,650 | 1,947,623 | | Compensation Actually Paid | 16,471,133 | 4,616,740 |

  112. Pay versus Performance

    (4) Company and peer group TSR reflects the cumulative total return of our common stock and the Russell 3000 Index, as reflected in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on January 31, 2020. (5) We define Adjusted EBITDA, which is a non-GAAP financial metric, as adjusted 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, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items. The charts below visually represent the manner in which fluctuations in Compensation Actually Paid correlate with how our total shareholder return compared with peer group total shareholder return, and also with changes in our net income and net income and Adjusted EBITDA.

  113. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  114. Compensation Actually Paid versus Net Income (Loss) and Adjusted EBITDA

    Compensation Actually Paid versus Net Income (Loss) and Adjusted EBITDA The following performance measures reflect the Company’s most important performance measures in effect for the fiscal year ended January 31, 2023, as further described and defined in the Compensation Discussion and Analysis under Fiscal Year 2023 Business Highlights.

  115. Compensation Actually Paid versus Net Income (Loss) and Adjusted EBITDA

    | Most Important Performance Measures for Fiscal 2023 | • Adjusted EBITDA | | | • New HSA sales | | | • Revenue |