HealthEquity : 2024 Proxy Statement

HealthEquity, Inc.

15 W. Scenic Pointe Dr., Ste. 100

Draper, UT 84020

Notice of Annual Meeting

of Stockholders

To Be Held at 10:00 a.m. Mountain Time on Thursday, June 27, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 annual meeting of stockholders (the "Annual Meeting") of HealthEquity, Inc., a Delaware corporation ("we," "us," "HealthEquity" or the "Company"). The Annual Meeting will be held on Thursday, June 27, 2024, at 10:00 a.m. Mountain Time, for the following purposes, as more fully described in the accompanying proxy statement:

1.	To elect 10 directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected
and qualified
2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our
fiscal year ending January 31, 2025
3.	To approve, on a non-binding, advisory basis, the fiscal 2024 compensation paid to the Company's named executive
officers, as described in the accompanying proxy statement
4.	To approve the HealthEquity, Inc. 2024 Equity Incentive Plan
5.	To transact such other business as may properly come before the Annual Meeting or any adjournments or
postponements thereof

Our board of directors has fixed the close of business on May 3, 2024, as the record date for the Annual Meeting. Only stockholders of record on May 3, 2024, are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about May 17, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the Internet address listed on the Notice.

We will be holding the Annual Meeting solely in a virtual meeting format. To attend the Annual Meeting, please visit: www.virtualshareholdermeeting.com/HQY2024. As always, we encourage you to vote your shares prior to the Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions.

Thank you for your continued support of HealthEquity.

By order of the Board of Directors,

Robert Selander

Chairman of the Board of Directors

Draper, Utah

May 17, 2024

HealthEquity, Inc.

Proxy Statement for 2024 Annual Meeting of Stockholders

To Be Held at 10:00 a.m. Mountain Time on Thursday, June 27, 2024

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at our 2024 annual meeting of stockholders (the "Annual Meeting"), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, June 27, 2024, at 10:00 a.m. Mountain Time. We will be holding the Annual Meeting solely in a virtual meeting format. To attend the Annual Meeting, please visit: www.virtualshareholdermeeting.com/HQY2024.

The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our annual report is first being mailed on or about May 17, 2024, to all stockholders entitled to receive notice of and to vote at the Annual Meeting.

The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named on the enclosed proxy card will have discretion to vote the shares of common stock they represent in accordance with their own judgment on such matters.

It is important that your shares of common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote over the Internet or by telephone as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

THE BOARD OF DIRECTORS

Draper, Utah

May 17, 2024

Table of Contents

Proxy Statement Summary	1
Annual Meeting Information	1
Proposals	1
Fiscal Year 2024 Business Highlights	1
Director Nominee Highlights	2
Corporate Governance Highlights	5
Executive Compensation Highlights	5
Questions and Answers about the 2024 Annual	6
Meeting
Proposal No. 1 Election of Directors	7
Recommendation	7
Director Nominees	7
Retiring Director	13
Board Effectiveness and Long-Term Planning	13
Director Independence	14
Board Leadership Structure	14
Board Meetings and Committees	15
Board Diversity Matrix	18
Stockholder Recommendations for Nominations to	18
the Board of Directors
Director Compensation	19
Vote Required	21
Additional Corporate Governance Matters	21
Proposal No. 2 Ratification of
Appointment of Independent Registered
Public Accounting Firm	25
Recommendation	25
Fees Paid to the Independent Registered Public	26
Accounting Firm
Auditor Independence	26
Audit and Risk Committee Policy on Pre-Approval
of Audit and Permitted Non-Audit and Tax
Services of Independent Registered Public	26
Accounting Firm
Vote Required	26
Audit and Risk Committee Report	27
Proposal No. 3 Advisory Vote on
Compensation Paid to Our Named
Executive Officers	28
Recommendation	28
Vote Required	28
Executive Officers	29
Talent, Compensation and Culture
Committee Report	32
Compensation Discussion and Analysis	33
Executive Summary	33
FY24 Executive Officer Changes	36

Executive Compensation Philosophy and Program	36
Design
Governance of Executive Compensation Program	37
Individual Compensation Elements	39
Other Compensation Policies and Practices	47
Tax and Accounting Considerations	49
Executive Compensation	50
Compensation of Named Executive Officers	50
Summary Compensation Table	50
Fiscal 2024 Grant of Plan-Based Awards Table	52
Narrative to Fiscal 2024 Summary
Compensation Table and Fiscal 2024 Grant of	53
Plan-Based Awards Table
Fiscal 2024 Outstanding Equity Awards at	54
Fiscal Year-End Table
Fiscal 2024 Option Exercises and Stock Vested	56
Table
Pension Benefits	56
Non-Qualified Deferred Compensation	56
Potential Payments Upon Termination or	56
Change In Control
CEO Pay Ratio	59
Pay versus Performance	59
Equity Compensation Plan Information	64
Proposal No. 4 Approval of the
HealthEquity, Inc. 2024 Equity Incentive
Plan	65
Recommendation	65
Key Features of the 2024 Plan	65
Key Data	66
Summary of the 2024 Plan	67
Federal Income Tax Consequences	71
New Plan Benefits	72
Vote Required	72
Security Ownership of Certain Beneficial
Owners and Management	73
Other Matters	76
Section 16(a) Beneficial Ownership Reporting	76
Compliance
Available Information	76
Questions and Answers About the Annual Meeting	76
Company Website	84
Exhibit A-Non-GAAP Financial
Information	A-1
Exhibit B-HealthEquity, Inc. 2024 Equity
Incentive Plan	B-1

Proxy Statement Summary

Annual Meeting Information

• Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Mountain Time
• Location: Virtual. To attend the Annual Meeting, please visit www.virtualshareholdermeeting.com/HQY2024.
• Record Date: May 3, 2024

Proposals

This proxy statement summary highlights information regarding HealthEquity and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our annual report to stockholders for detailed information regarding our financial and operating performance in the fiscal year ended January 31, 2024, including the audited financial statements and related notes included in the report.

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

Fiscal Year 2024 Business Highlights

During the fiscal year ended January 31, 2024, we continued to execute on our core financial and business objectives. Our key financial and operational results were as follows:

• Overall revenue of $999.6 million, representing an increase of 16% from the fiscal year ended January 31, 2023
• Net income of $55.7 million, compared to net loss of $26.1 million in the fiscal year ended January 31, 2023
• Net income per diluted share of $0.64, compared to net loss per diluted share of $0.31 for the fiscal year ended January 31, 2023
• Adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA")(1) of $369.2 million, representing an increase of 36% from the fiscal year ended January 31, 2023
• 8.7 million health savings accounts ("HSAs") at the end of the fiscal year ended January 31, 2024, representing an increase of 9% compared to the fiscal year ended January 31, 2023
• New HSAs from sales of 949,000
• 15.7 million Total Accounts, including both HSAs and complementary CDBs, an increase of 5% compared to the fiscal year ended January 31, 2023
• 1. Adjusted EBITDA is not a generally accepted accounting principles ("GAAP") financial measure. The definition of this non-GAAP financial measure, and a reconciliation to the most comparable GAAP measure, is included as Exhibit A to this proxy statement.

HealthEquity, Inc. 2024 Proxy Statement

1

Proxy Statement Summary

• HSA Assets of $25.2 billion as of January 31, 2024, representing an increase of 14% from the fiscal year ended January 31, 2023
• The Company agreed to acquire the BenefitWallet HSA portfolio

Director Nominee Highlights

The following table sets forth the names, ages as of May 17, 2024, and certain other information for each of the director nominees, each of whom are current directors with terms expiring at the Annual Meeting:

		Director		Audit Committee	Committee	Other Public
Name	Age	Independent	Company
Since	Financial Expert	Membership	Boards
Robert Selander,	73	2015			•	NGCSC	0
Chairman			•	TCCC
Jon Kessler	56	2009					0
Stephen Neeleman, M.D.	56	2002					0
Paul Black	66	2022			•	ARC	0
		•	TCCC
Adrian Dillon	70	2016			•	ARC*	0
		•	CTC
Evelyn Dilsaver	69	2014			•	ARC	2
		•	NGCSC*
Debra McCowan	52	2018			•	NGCSC	0
		•	TCCC*
Rajesh Natarajan	54	2022			•	ARC	1
		•	CTC
Stuart Parker	62	2020			•	CTC	1
		•	TCCC
Gayle Wellborn	64	2017			•	CTC*	0
		•	NGCSC

• Chair

2

HealthEquity, Inc. 2024 Proxy Statement

Proxy Statement Summary

Board Demographics, Skills and Competencies

Our director nominees have a wide range of competencies, professional experiences, and backgrounds, and contribute diverse viewpoints and perspectives to our board of directors.

Director Nominee Demographics

The following charts show the demographic diversity of our director nominees as of May 17, 2024:

Tenure

>10 Years 10%

<5 Years 30%

5-10 Years

60%

Gender

Women 30%

Men 70%

Age

70+ Years

20%

50-59 Years

40%

60-69 Years

40%

Ethnic/Racial

Diverse 30%

Not Diverse 70%

HealthEquity, Inc. 2024 Proxy Statement

3

Proxy Statement Summary

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 have self-identified as possessing them:

Skills and Competencies Matrix

Robert	Jon	Stephen	Paul	Adrian	Evelyn	Debra	Rajesh	Stuart	Gayle
Neeleman,
Selander	Kessler	M.D.	Black	Dillon	Dilsaver	McCowan	Natarajan	Parker	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

4

HealthEquity, Inc. 2024 Proxy Statement

Proxy Statement Summary

Corporate Governance Highlights

Key elements of our corporate governance framework include the following:

• Independent chairman
• Committees are composed of only independent directors
• Our board of directors and each committee conducts annual self-assessments
• Each director regularly completes a peer assessment of the other members of the board
• Our board of directors is engaged in an ongoing refreshment process with a plan to increase director diversity
• Our board of directors and each committee holds quarterly executive sessions without management present
• Our board of directors provides oversight of key risks that impact the Company's ability to achieve its strategy
• No director over-boarding
• Our board of directors and its committees provide strategic oversight of material environmental, social and governance matters
• Our board of directors has a separate committee dedicated to providing oversight of cybersecurity matters
• Our board of directors conducts an annual review of committee charters and key governance policies

Executive Compensation Highlights

Our executive compensation program is guided by our overarching philosophy of only paying for demonstrable performance. We believe that our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers. We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceed pre-established goals. We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices.

What We Do:

• Independent Compensation Committee. Our talent, compensation and culture committee ("TCCC") is comprised solely of independent directors.
• Independent Compensation Committee Advisor. The TCCC engaged its own independent compensation consultant to assist with its compensation review for the fiscal year ended January 31, 2024.
• Annual Executive Compensation Review. The TCCC reviews and approves our compensation strategy, including a review and determination of our compensation peer group to be used for comparative purposes and a review of our compensation- related risk profile, to ensure that our compensation programs do not encourage excessive or inappropriate risk taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.
• Multi-YearVesting and Earn-OutRequirements. 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.
• Limited Executive Perquisites. We limit the number and amount of executive perquisites and other personal benefits provided to our executive officers.
• Double-TriggerVesting 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.
• 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.

HealthEquity, Inc. 2024 Proxy Statement

5

Proxy Statement Summary

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 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-EmploymentTax 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-basedawards unless and until the performance shares are earned and vest.

Questions and Answers about the 2024 Annual Meeting

Please see "Questions and Answers about the Annual Meeting" beginning on page 76 for important information about the Annual Meeting, proxy materials, voting, deadlines for stockholder proposals and other important information.

6

HealthEquity, Inc. 2024 Proxy Statement

Proposal No. 1

Election of Directors

Our board of directors is currently composed of 11 members. At the Annual Meeting, 10 directors are to be elected, each to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified.

Recommendation

The board of directors unanimously recommends a vote "FOR" the election of each of the 10 directors nominated by our board of directors and named in this proxy statement as directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified.

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, 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 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. One current director, Frank Corvino, 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.

HealthEquity, Inc. 2024 Proxy Statement

7