HealthEquity : 2026 Proxy Statement

Published: 2026-05-14 14:26:10 ET HQY

Published on 05/14/2026 at 02:26 pm EDT

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Notice of Annual Meeting of Stockholders

HealthEquity, Inc.

15 W. Scenic Pointe Dr., Ste. 100 Draper, UT 84020

To Be Held at 10:00 a.m. Mountain Time on Thursday, June 25, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 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 25, 2026, at 10:00 a.m. Mountain Time, for the following purposes, as more fully described in the accompanying proxy statement:

To elect ten directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027

To approve, on a non-binding, advisory basis, the fiscal 2026 compensation paid to the Company's named executive officers, as described in the accompanying proxy statement

4. To approve the HealthEquity, Inc. 2026 Employee Stock Purchase Plan

5. To approve the Amended and Restated HealthEquity, Inc. 2024 Equity Incentive Plan

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 6, 2026, as the record date for the Annual Meeting. Only stockholders of record on May 6, 2026, 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 13, 2026, 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: https://www.virtualshareholdermeeting.com/HQY2026. 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,

Draper, Utah May 13, 2026

Robert Selander

Chairman of the Board of Directors

HealthEquity, Inc.

Proxy Statement for 2026 Annual Meeting of Stockholders

To Be Held at 10:00 a.m. Mountain Time on Thursday, June 25, 2026

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 2026 annual meeting of stockholders (the "Annual Meeting"), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, June 25, 2026, 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: https://www.virtualshareholdermeeting.com/HQY2026.

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 13, 2026, 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 13, 2026

Table of Contents

Fiscal 2026 Option Exercises and Stock Vested Table

Exhibit B-HealthEquity, Inc. 2026 Employee Stock Purchase Plan

B-1

Executive Compensation Philosophy and Program Design

Individual Compensation Elements

Tax and Accounting Considerations

Compensation of Named Executive Officers

Fiscal 2026 Grant of Plan-Based Awards Table

Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table

Pension Benefits

Potential Payments Upon Termination or Change In Control 56

Pay versus Performance

Proposal No. 4

Approval of the HealthEquity, Inc. 2026 Employee Stock Purchase Plan

Summary of the 2026 ESPP

Recommendation

Security Ownership of Certain Beneficial Owners and Management

Delinquent Section 16(a) Reports

Questions and Answers About the Annual Meeting

Exhibit A-Non-GAAP Financial Information A-1

Company Website 91

Available Information 82

Other Matters 82

Summary of the Amended Plan 71

Proposal No. 5

Approval of the Amended and Restated 70

HealthEquity, Inc. 2024 Equity Incentive Plan

Recommendation 66

Equity Compensation Plan Information 65

CEO Pay Ratio 60

Non-Qualified Deferred Compensation 56

Narrative to Fiscal 2026 Summary Compensation Table and Fiscal 2026 Grant of Plan-Based Awards

Table 52

Summary Compensation Table 50

Executive Compensation 50

Other Compensation Policies and Practices 47

Governance of Executive Compensation Program 37

Questions and Answers about the 2026 AnnualMeeting

Stockholder Recommendations for Nominations tothe Board of Directors

Proposal No. 2 Ratification of Appointment of Independent Registered PublicAccounting Firm

Fees Paid to the Independent Registered PublicAccounting Firm

Proxy Statement Summary

Proposals

Director NomineeHighlights

Corporate GovernanceHighlights

Proposal No. 1 Election of Directors

Director Nominees

Director Independence

Board Meetings and Committees

Director Compensation

Additional Corporate GovernanceMatters

Recommendation

Auditor Independence

Vote Required

Proposal No. 3 Advisory Vote on Fiscal 2025 Compensation Paid to Our Named Executive 28 Officers

Vote Required

Talent, Compensation and Culture Committee Report

Executive Summary

FY27 Executive Officer Changes 37

Compensation Discussion and Analysis 34

Executive Officers 29

Recommendation 28

Audit and Risk Committee Report 27

Audit and Risk Committee Policy on Pre-Approval of

Audit and Permitted Non-Audit and Tax Services of 26

Independent Registered Public Accounting Firm

Vote Required 20

Board Leadership Structure 14

Board Effectiveness and Long-Term Planning 13

Recommendation 7

Executive Compensation Highlights 5

Fiscal Year 2026 Business Highlights1

Annual Meeting Information 1

Exhibit C-Amended and Restated HealthEquity, Inc. 2024 Equity Incentive Plan

C-1

‌Proxy Statement Summary

‌Annual Meeting Information

Date and Time: Thursday, June 25, 2026 at 10:00 a.m. Mountain Time

Location: Virtual. To attend the Annual Meeting, please visit https://www.virtualshareholdermeeting.com/HQY2026.

Record Date: May 6, 2026

‌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, 2026, including the audited financial statements and related notes included in the report.

Proposal

Page Number

Board Recommendation

Vote Required to Adopt Proposal

1. Election of ten 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

The vote of the holders of a majority of the shares of the Company's common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon

FOR

Ratification of appointment of independent registered public accounting firm

3. Non-binding advisory vote on fiscal 2025 compensation

paid to our named executive officers

28 FOR The vote of the holders of a majority of the shares of the Company's common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon

The vote of the holders of a majority of the shares of the Company's common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon

FOR

Approval of the HealthEquity, Inc. 2026 Employee Stock Purchase Plan

5. Approval of the Amended and Restated HealthEquity, Inc.

2024 Equity Incentive Plan

70 FOR The vote of the holders of a majority of the shares of the Company's common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon

‌Fiscal Year 2026 Business Highlights

During the fiscal year ended January 31, 2026, we continued to execute on our core financial and business objectives. Our key financial and operational results were as follows:

Overall revenue of $1.313 billion, representing an increase of 9% from the fiscal year ended January 31, 2025

Net income of $215.2 million, compared to $96.7 million in the fiscal year ended January 31, 2025, representing an increase of 123%

Net income per diluted share of $2.46, compared to $1.09 for the fiscal year ended January 31, 2025, representing an increase of 126%

Adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA")(1) of $566.0 million, representing an increase of 20% from the fiscal year ended January 31, 2025

(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 in Exhibit A to this proxy statement.

10.6 million health savings accounts ("HSAs") at the end of the fiscal year ended January 31, 2026, representing an increase of 7% compared to the fiscal year ended January 31, 2025

New HSAs from sales of 1,040,000

17.8 million Total Accounts, including both HSAs and complementary consumer-directed benefits ("CDBs"), an increase of 4% compared to the fiscal year ended January 31, 2025

HSA Assets of $36.5 billion as of January 31, 2026, representing an increase of 14% from the fiscal year ended January 31, 2025

The Company repurchased 3.3 million shares of its common stock for $301.7 million

Further reduced HSA cash repricing risk with a cumulative $2.35 billion 5-year Treasury bond hedge at 3.92%

‌Director Nominee Highlights

The following table sets forth the names, ages as of May 13, 2026, and certain other information for each of the director nominees, each of whom are current directors with terms expiring at the Annual Meeting:

Name

Director Audit Committee Committee Age Since Independent Financial Expert Membership

Other Public Company Boards

Robert Selander, Chairman

75 2015 • NGCSC

TCCC

Scott Cutler 56 2025 1

Stephen Neeleman, M.D. 58 2002

NGCSC

TCCC*

2016

Adrian Dillon

Evelyn Dilsaver 71 2014 • CTC 3

TCCC

ARC

TCCC

2026

William Gassen

Debra McCowan 54 2018 • ARC 0

ARC

CTC

2022

Rajesh Natarajan

NGCSC*

Stuart Parker 64 2020 • ARC* 1

CTC*

NGCSC

2017

Gayle Wellborn

CTC

* Chair

Board Demographics, Skills and Competencies

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

Director Nominee Demographics

The following charts show the demographics of our director nominees as of May 13, 2026:

Tenure

Age

Gender

>10 Years <5 Years

30% 30%

5-10 Years

40%

45-55 Years

20%

66+ Years

40%

56-65 Years

40%

Women

30%

Men

70%

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 Selander

Scott Cutler

Stephen Neeleman, M.D.

Adrian Dillon

Evelyn Dilsaver

William Gassen

Debra Rajesh McCowan Natarajan

Stuart Parker

Gayle Wellborn

Current or Former CEO

Current or Former Public Company CFO

Healthcare Payer or Provider 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

‌Questions and Answers about the 2026 Annual Meeting

Please see "Questions and Answers about the Annual Meeting" beginning on page 82 for important information about the Annual Meeting, proxy materials, voting, deadlines for stockholder proposals and other important information.

‌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

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 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

Our board of directors and its committees provide oversight of material corporate sustainability matters

‌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, 2026.

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 under the 2024 Equity Incentive Plan (the "2024 Plan") are subject to minimum vesting requirements, and 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 executive officers, including 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-Trigger Vesting of Equity Awards. Following our adoption of the 2024 Plan, all outstanding equity awards held by our executive officers (other than certain initial equity awards granted to our Chief Executive Officer, as described in this proxy statement) granted under the 2024 Plan will vest only upon a qualifying termination within a 24-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.

CEO Minimum Holding Period. We have adopted a policy requiring our Chief Executive Officer to generally retain the net shares acquired pursuant to equity awards under our 2024 Plan for a period of 12 months following their vesting.

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 employees.

No Special Health Plans. Our executive officers participate in broad-based, company-sponsored health plans on the same basis as our other full-time, salaried employees.

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 other employees from hedging or pledging our equity securities.

No Repricing of Awards. Our 2024 Plan prohibits repricing of awards or the cancellation of underwater stock options and stock appreciation rights without prior stockholder approval.

No Liberal Share Recycling. We do not allow liberal share recycling under our 2024 Plan.

No Dividends or Dividend Equivalents on Unvested Awards. We do not pay dividends or dividend equivalents on awards unless and until the shares are earned and vest. No dividends or dividend equivalents are payable in respect of stock options or stock appreciation rights.

What We Do Not Do:

‌Proposal No. 1 Election of Directors

Our board of directors is currently composed of ten members. At the Annual Meeting, ten 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 ten 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, Scott Cutler, Stephen Neeleman, M.D., Adrian Dillon, Evelyn Dilsaver, William Gassen, 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 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified.

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.

Director Nominee Biographies

Robert Selander

Independent Chairman

Director Since: 2015 Committees:

Nominating, Governance and Corporate Sustainability

Talent, Compensation and Culture

Current Outside Public Directorships:

None

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 served as a director of Equifax Inc. (NYSE: EFX) from 2018 to 2023.

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.

Scott Cutler

President and Chief Executive Officer

Director Since: 2025 Committees:

None

Current Outside Public Directorships:

Brookfield Asset Management Ltd. (NYSE: BAM)

Scott Cutler has served as our President and Chief Executive Officer since January 2025 when he also joined our board of directors.

Mr. Cutler most recently served as the Chief Executive Officer of StockX, a role he held from 2019 until January 2025 when he joined HealthEquity. From 2017 through 2019, Mr. Cutler held key roles at eBay, including Senior Vice President of the Americas. He was President of StubHub between 2015 and 2017, and earlier in his career, between 2006 and 2015, served as Executive Vice President at the New York Stock Exchange.

Mr. Cutler began his career as a corporate securities lawyer and later transitioned into technology investment banking, focusing on corporate finance, mergers and acquisitions, and strategic advisory.

Mr. Cutler currently serves on the board of directors for Brookfield Asset Management Ltd. (NYSE: BAM) and Vibrant Emotional Health, the nonprofit organization behind the 988 Suicide and Crisis Lifeline.

Mr. Cutler holds a Juris Doctor degree from the University of California, Hastings College of the Law, and a Bachelor of Science in Economics from Brigham Young University.

The board of directors believes that Mr. Cutler's experience in high growth companies, his background as a chief executive officer and his training in technology investment and corporate finance qualify him to serve as a member of our board of directors.

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. He is a member of the board of trustees at Intermountain Healthcare.

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.

Adrian Dillon

Independent Director

Director Since: 2016

Adrian Dillon has served as a member of our board of directors since 2016.

Mr. Dillon served as a member of the supervisory board and chairman of the audit committee of SUSE S.A. from 2021 to 2024. He also 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.

Committees:

Mr. Dillon graduated from Amherst College with a Bachelor of Arts degree in Economics.

Nominating, Governance and Corporate Sustainability

Talent, Compensation and Culture (Chair)

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.

Current Outside Public Directorships:

None

Evelyn Dilsaver

Independent Director

Director Since: 2014 Committees:

Cybersecurity and Technology

Talent, Compensation and Culture

Current Outside Public Directorships:

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), a member of the board of directors of QuidelOrtho Corporation (NASDAQ: QDEL), and a member of the board of directors of PACS Group, Inc. (NYSE: PACS). Ms. Dilsaver previously 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 corporation qualifies her to serve as a member of our board of directors.

Tempur Sealy International, Inc. (NYSE: TPX)

QuidelOrtho Corporation (NASDAQ: QDEL)

PACS Group Inc. (NYSE: PACS)

William Gassen

Independent Director

William Gassen has served as a member of our board of directors since 2026.

Mr. Gassen has served as the President and Chief Executive Officer of Sanford Health since 2020. Mr. Gassen first joined Sanford Health in 2012 and, prior to becoming President and Chief Executive Officer, served as Chief Administrative Officer, Chief Human Resources Officer, Vice President of Human Resources Integration and Corporate Services, and Corporate Counsel. He was a practicing attorney between 2008 and joining Sanford Health in 2012. Mr. Gassen is a member of the board of directors at Oscar Health, Inc. (NYSE: OSCR), the board of trustees of the American Hospital Association, the board of directors of Medical Alley, and the board of directors of the Greater Sioux Falls Chamber of Commerce. Mr. Gassen also serves as chair of the Coalition to Strengthen America's Healthcare.

Mr. Gassen holds a bachelor's degree from the University of South Dakota and a Juris Doctor from the University of South Dakota Knudson School of Law.

Director Since: 2026 Committees:

Audit and Risk

The board of directors believes that Mr. Gassen's extensive medical industry experience and his role as the chief executive officer of a healthcare delivery system with multi-billion dollar revenues qualifies him to serve as a member of our board of directors.

Talent, Compensation and Culture

Current Outside Public Directorships:

Oscar Health, Inc. (NYSE: OSCR)

Debra McCowan

Independent Director

Director Since: 2018 Committees:

Audit and Risk

Nominating, Governance and Corporate Sustainability (Chair)

Current Outside Public Directorships:

None

Debra McCowan has served as a member of our board of directors since 2018.

Ms. McCowan was a member of the executive board at IFS as its Executive Vice President and Chief Human Resources Officer from October 2024 through October 2025. Previously, she served as Executive Vice President and Chief Human Resources Officer for NetApp, Inc. (NASDAQ: NTAP), a hybrid cloud data services and data management company, from 2018 to 2024, where she was 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.

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 Operating Officer of Globalization Partners since

September 2025 and prior to that, had been its Chief Product and Strategy Officer 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.

Stuart Parker

Independent Director

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 Discount Tire. 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.

Director Since: 2020 Committees:

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.

Audit and Risk (Chair)

Cybersecurity and Technology

Current Outside Public Directorships:

Kemper Corporation (NYSE: KMPR)

Gayle Wellborn

Independent Director

Director Since: 2017 Committees:

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 an executive advisor to CXForward from January 2021 to December 2024 and was previously 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.

Cybersecurity and Technology (Chair)

Ms. Wellborn graduated with an Executive M.B.A. from Queens University in North Carolina and holds a Bachelor of Arts degree from the University of North Carolina.

Nominating, Governance and Corporate Sustainability

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.

Current Outside Public Directorships:

None

‌Board Effectiveness and Long-Term Planning

Assessments and Performance Reviews

Our board of directors and each of its committees conducts annual self-assessments, which are intended to facilitate a candid assessment and discussion by the board and each committee of its effectiveness in fulfilling its responsibilities. The nominating, governance and corporate sustainability committee oversees the annual self-assessments. All directors complete an evaluation form for the board and for each committee on which they serve. These forms include ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key insights into the areas directors believe the board can improve or in which its performance is strong. Evaluation topics include number and length of meetings, topics covered and materials provided, committee structure and activities, board composition and expertise, director education opportunities, succession planning, director participation, and interaction with management. Directors also conduct regular peer assessments of the performance of their fellow directors. These peer assessments include a questionnaire and individual director interviews and are typically conducted by our chairman, although an independent third party is used periodically to provide an outside perspective. Our board considers the results of the board, committee, and peer assessments when making decisions on the structure and responsibilities of our board and its committees, and in our board refreshment process.

Board Succession Planning

As part of board succession planning, and to ensure our board of directors has a relevant mix of perspectives and expertise, the nominating, governance and corporate sustainability committee has been conducting an ongoing board refreshment process. We expect this board refreshment process, which also includes refreshing committee leadership and membership from time to time, to continue over the coming years. Recent examples of this process were the changes to our committee leadership and membership effective February 1, 2026, and April 1, 2026, as well as William Gassen joining our board on March 26, 2026.

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, 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.

Director Education

Our directors regularly participate in education opportunities to help enable them to fulfill their responsibilities. Directors are provided ongoing education through in-depth presentations on topics such as, among others, strategy, cybersecurity, artificial intelligence, technological developments, product developments, and legal and regulatory issues. These presentations may be made by management or outside experts. Directors are also encouraged and provided opportunities to attend conferences and other third-party educational events and trainings.

‌Director Independence

Our common stock is listed on the NASDAQ Global Select Market. Under NASDAQ rules, independent directors must comprise a majority of a listed company's board of directors. In addition, NASDAQ rules require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees be independent. Under NASDAQ rules, a director will only qualify as an "independent director" if, in the opinion of the listed company's board of directors, the director does not have a relationship that would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and NASDAQ listing requirements. In addition, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and NASDAQ listing requirements.

Our board of directors has undertaken a review of the independence of each director and considered whether such director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors has determined that Messrs. Selander, Dillon, Gassen, Natarajan, and Parker and Mses. Dilsaver, McCowan, and Wellborn are "independent directors" as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of NASDAQ.

Our board of directors has determined that each member of our talent, compensation and culture committee meets the requirements for independence under the rules and regulations of the SEC, including Rule 10C-1 under the Exchange Act, and NASDAQ listing requirements, and is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.

‌Board Leadership Structure

Our board of directors is responsible for providing oversight of the affairs of the Company. Our board of directors consists of a non-executive chairman of the board of directors and four standing committees that are each led by a chair. Eight of the ten current directors are independent, which we believe provides effective independent oversight of management. Our Chief Executive Officer is a director, but he does not serve as chairman of the board of directors and does not serve on any committee of the board of directors.

We believe that the current leadership structure of the board of directors is appropriate because it allows the board of directors and its committees to fulfill their responsibilities, draws upon the experience and talents of all directors, encourages management accountability to the board of directors and helps maintain good communication among members of the board of directors and with management. In particular, by having our Chief Executive Officer serve as a member of our board of directors-with a separate independent director serving as chairman of our board of directors-we believe we optimize the development of our Company's strategy by embracing the perspectives and roles of our independent directors and our Chief Executive Officer.

While we currently have a separate non-executive chairman of the board of directors and Chief Executive Officer, our corporate governance guidelines allow for the same person to serve as both chairman and Chief Executive Officer. In that circumstance, the independent directors would be entitled to elect a lead independent director. Among other reasons, our board of directors could determine to have the same person serve as both chairman and chief executive officer if it determined that doing so would better optimize the development of our Company's strategy while also allowing the board of directors and its committees to fulfill their responsibilities.

‌Board Meetings and Committees

During the fiscal year ended January 31, 2026, our board of directors held nine meetings (including regularly scheduled and special meetings). Each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

It is the policy of our board of directors to regularly have separate meeting times for independent directors without management.

Our board of directors has adopted a policy that our directors are strongly encouraged to attend each annual meeting of stockholders. All of the members of our board of directors who were directors at the time of our 2025 annual meeting of stockholders attended the annual meeting of stockholders.

Our board of directors has four standing committees:

the audit and risk committee

the cybersecurity and technology committee

the nominating, governance and corporate sustainability committee

the talent, compensation and culture committee

The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and NASDAQ listing requirements. A copy of the charter of each committee is available in the Corporate Governance section of our Investor Relations webpage: ir.healthequity.com.

Audit and Risk Committee

Members:

Stuart Parker (Chair and Financial Expert)

William Gassen (Financial Expert)

Debra McCowan

Rajesh Natarajan Independence: 4 of 4

Meetings in Fiscal 2026: 11

Actions by Unanimous Written Consent: 0

Committee Report: Page 27

Key responsibilities include:

selecting, hiring, and setting the compensation for our independent registered public accounting firm to act as our independent auditor

evaluating the qualifications, performance, and independence of our independent registered public accounting firm

pre-approving any audit and non-audit and tax services to be performed by our independent registered public accounting firm

reviewing and approving the internal audit plan for each upcoming year

reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures

overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters

reviewing and discussing with the board of directors reports regarding the major risk exposures of the Company

reviewing and approving the enterprise risk management plan for each upcoming year

reviewing and discussing with management and our independent registered public accounting firm the results of our annual audit, our quarterly financial statements, and our publicly filed reports

reviewing our compliance with financial covenants under any existing debt instruments

determining whether to recommend that the Company's stockholders ratify the selection of the independent auditor

reviewing and approving related person transactions

preparing the audit and risk committee report that the SEC requires be included in our annual proxy statement

Cybersecurity and Technology Committee

Members:

Gayle Wellborn (Chair)

Evelyn Dilsaver

Rajesh Natarajan

Stuart Parker Independence: 4 of 4

Meetings in Fiscal 2026: 4

Actions by Unanimous Written Consent: 0

Key responsibilities include:

reviewing the Company's cybersecurity threat landscape, risks, data security systems, and fraud programs, as well as the Company's management and mitigation of cybersecurity risks and potential breach incidents

reviewing the Company's compliance with applicable information security and data protection laws and industry standards

overseeing the Company's artificial intelligence (AI) initiatives and AI threats

reviewing the Company's technology and information systems strategies and trends that may affect these strategies

reviewing reports and key metrics on the Company's cybersecurity, technology, information systems, fraud programs, and related strategic risks and risk management programs

reviewing the progress of major technology-related proposals, plans, projects, and architecture decisions to ensure that these projects and decisions support the Company's overall business strategy and receive appropriate support from the Company

reviewing the capacity, performance, and reliability of the Company's technology platforms

reviewing and discussing with management the Company's cybersecurity, technology, information security, data protection, fraud, and information systems policies as to risk assessment, risk mitigation, and risk management

reviewing and providing oversight on the Company's crisis preparedness with respect to cybersecurity, technology, and information systems

referring to the audit and risk committee any matters that fall under the oversight of the audit and risk committee or are otherwise relevant for noting or consideration by the audit and risk committee

reviewing the Company's budget, investments, insurance, training and staffing as they relate to cybersecurity, technology, information systems, and fraud programs

Nominating, Governance and Corporate Sustainability Committee

Members:

Debra McCowan (Chair)

Adrian Dillon

Robert Selander

Gayle Wellborn Independence: 4 of 4

Meetings in Fiscal 2026: 5

Actions by Unanimous Written Consent: 0

Key responsibilities include:

evaluating and making recommendations regarding the qualifications, composition, organization, and governance of our board of directors

identifying and screening individuals qualified to become members of our board of directors and making recommendations regarding the selection and approval of nominees for director

overseeing the annual evaluation of and reporting to the board of directors on the performance and effectiveness of the board of directors and its committees

overseeing the Company's strategy, policies, programs and public reporting relating to corporate social responsibility matters, including with respect to environmental, social and governance sustainability matters

reviewing and making recommendations regarding our corporate governance guidelines and overseeing our corporate governance practices, including reviewing and making recommendations regarding other documents and policies in our corporate governance framework

Talent, Compensation and Culture Committee

Members:

Key responsibilities include:

Adrian Dillon (Chair)

Evelyn Dilsaver

William Gassen

Robert Selander Independence: 4 of 4

Meetings in Fiscal 2026: 5

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

Actions by Unanimous Written Consent: 3

Committee Report: Page 33

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

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

overseeing our overall compensation philosophy, compensation plans, and benefits programs

review and approve annually the peer group(s) used for benchmarking performance and compensation levels, and the criteria for their selection

Compensation Committee Interlocks and Insider Participation

The current members of our talent, compensation and culture committee are Messrs. Dillon, Gassen, and Selander and

Ms. Dilsaver. None of the members of our talent, compensation and culture committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee, or other board committee performing equivalent functions, of any entity that has one or more executive officers serving on our talent, compensation and culture committee or our board of directors. None of the members of our talent, compensation and culture committee has any relationship required to be disclosed under this caption under the rules of the SEC.

‌Stockholder Recommendations for Board of Directors' Nominations

Our nominating, governance and corporate sustainability committee will consider candidates for directors recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of HealthEquity continuously for at least

12 months prior to the date of the submission of the recommendation. Our nominating, governance and corporate sustainability committee will evaluate such recommendations in the same manner as candidates recommended from other sources. Stockholders wishing to recommend a candidate for nomination should direct the recommendation in writing by letter to our Corporate Secretary at:

HealthEquity, Inc.

15 W. Scenic Pointe Dr., Suite 100 Draper, UT 84020

Such recommendations must include the candidate's name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve on our board of directors, information regarding any relationships between the candidate and HealthEquity and evidence of the recommending stockholder's ownership of our common stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership to the board of directors. Our nominating, governance and corporate sustainability committee has discretion to decide which individuals to recommend for nomination as directors, including issues of character, integrity, judgment, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and personal references.

A stockholder can nominate a candidate directly for election to our board of directors by complying with the procedures in Article II, Section 2 of our Amended and Restated By-Laws ("by-laws") and the rules and regulations of the SEC. Any eligible stockholder who wishes to submit a nomination should review the requirements in our by-laws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary at:

HealthEquity, Inc.

15 W. Scenic Pointe Dr., Ste. 100 Draper, UT 84020

To be timely for our 2027 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than February 25, 2027, and no later than March 27, 2027. The notice must state the information required by Article II, Section 2 of our by-laws and otherwise must comply with applicable federal and state law.

A nomination will not be considered if it does not comply with these notice procedures and the additional requirements set forth in our by-laws, including, as appropriate, those set forth in Rule 14a-19 of the Exchange Act.

‌Director Compensation

In November 2025, 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 to 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, 2026 and that will be payable to each of the non-employee directors for the fiscal year ending January 31, 2027 are described below, with payments pro-rated for newly appointed directors based on the date of their appointment. On March 26, 2026, Mr.

Gassen was appointed to the board of directors and is eligible to receive the standard director compensation under our non-employee director compensation policy.

Director Retainer Fees

FY2027

($)

FY2026

($)

Annual Retainer Fee

60,000

Additional Annual Retainer Fee for Board Committee Chairpersons:

Audit and Risk Committee

40,000

Talent, Compensation and Culture Committee

20,000

Nominating, Governance and Corporate Sustainability Committee

15,000

Cybersecurity and Technology Committee

20,000

Additional Annual Retainer Fee for Board Committee Members:

Audit and Risk Committee

15,000

Talent, Compensation and Culture Committee

10,000

Nominating, Governance and Corporate Sustainability Committee

5,000

Cybersecurity and Technology Committee

10,000

Additional Chairperson Retainer Fee

100,000

As part of the same benchmarking analysis in November 2025, the annual stock awards granted to each of the non-employee directors pursuant to our non-employee director compensation policy were also reviewed. In order to remain competitive with our peers, our board of directors determined that each of our non-employee directors would receive, effective as of the grant made in connection with the 2026 Annual Meeting:

an annual restricted stock unit award granted on the date of the Company's annual meeting of stockholders with a value of $240,000, 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 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.

Fiscal 2026 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, 2026.

Fees Earned or Paid All Other

in Cash Stock Awards(1)(2) Compensation(3) Total

Name

($)

Robert Selander

175,000

210,000

385,000

Paul Black(4) 21,250 - - 21,250

Adrian Dillon

110,000

210,000

320,000

Evelyn Dilsaver(6) 85,000 210,000 15,000 310,000

Debra McCowan

85,000

210,000

295,000

Rajesh Natarajan(5) 85,000 210,000 - 295,000

Stuart Parker(5)(6)

85,000

210,000

15,000

310,000

Gayle Wellborn 85,000 210,000 - 295,000

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, 2026, 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 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 for a discussion of the assumptions used to calculate these values.

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, 2026.

Aggregate Option Awards Outstanding as of January 31, 2026

Aggregate Unvested Restricted Stock Units Outstanding as of January 31, 2026

Name

(#)

Robert Selander

2,003

Adrian Dillon

24,446

2,003

Evelyn Dilsaver

8,351

2,003

Debra McCowan

2,003

Rajesh Natarajan

2,774

Stuart Parker

16,172

Gayle Wellborn

2,439

2,003

Includes cash retainer fees paid to Ms. Dilsaver and Mr. Parker for serving on the board of directors of HealthEquity Trust Company, a wholly owned subsidiary of the Company.

Mr. Black resigned from our board of directors on April 22, 2025.

The amount reported in the "Fees Earned or Paid in Cash" column represents the value of unrestricted shares of the Company's stock, which the director elected to receive in lieu of a cash retainer.

The amount reported in the "Fees Earned or Paid in Cash" column includes pro-rated committee retainer fees due to changes in committee assignments during the year.

Director Stock Ownership Guidelines

Under our stock ownership guidelines, each non-employee director, within five years of the director's election or appointment to the board of directors, should own shares of our common stock with a value equal to five times the director's annual cash retainer.

The table below shows the ownership guidelines for each of our non-employee directors, their applicable compliance dates, and whether they were in compliance, as applicable, as of July 31, 2025, which was the last applicable measurement date under our stock ownership guidelines or, with respect to Mr. Gassen, as of March 26, 2026, since he was not serving as a non-employee director as of the last applicable measurement date:

Name

Ownership Guideline (Multiple of Annual Cash Retainer)

Compliance Date

Compliance Status

Robert Selander

July 31, 2021

In compliance

Adrian Dillon

September 1, 2021

In compliance

Evelyn Dilsaver

July 31, 2021

In compliance

William Gassen

March 26, 2031

N/A

Debra McCowan

April 1, 2023

In compliance

Rajesh Natarajan

May 2, 2027

N/A

Stuart Parker

December 4, 2025

In compliance

Gayle Wellborn

August 1, 2022

In compliance

At the time of the last applicable measurement date, shares of our common stock underlying vested stock options were not included when determining the director's stock ownership, but both unvested and deferred and vested time-based restricted stock units are included. We believe that the stock ownership guidelines serve to further align the interests of our non-employee directors with the interests of our stockholders.

‌Vote Required

The election of directors requires a majority of the votes cast by the holders of shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. A "majority of the votes cast" means the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election.

Abstentions and broker non-votes will not count as a vote cast either "for" or "against" a director's election.

In the event any nominee for director receives a greater number of votes "against" his or her election than votes "for" such election, such nominee is required pursuant to the Company's Corporate Governance Guidelines to irrevocably offer in writing his or her resignation to the board of directors, which the board of directors will determine whether to accept or reject. Our nominating, governance and corporate sustainability committee (excluding, if applicable, the director who tendered the resignation) will evaluate any such resignation in light of the best interests of the Company and its stockholders in determining whether to recommend to the board of directors that it accept or reject the resignation.

In reaching its decision, pursuant to our corporate governance guidelines, the board of directors may consider any factors it deems relevant, including but not limited to, (i) any stated reasons why stockholders voted against the director, (ii) any alternatives for curing the underlying cause of the "against" votes, (iii) the director's tenure, (iv) the director's qualifications,

(v) the director's past and expected future contributions to the Company, and (vi) the overall composition of the board of directors. In addressing such resignation, the board of directors may (A) accept the resignation offer, (B) defer acceptance of the resignation offer, (C) maintain the director but attempt to address the underlying cause of the "against" votes, (D) resolve that the director will not be re-nominated in the future for election, or (E) reject the resignation offer. An accepted resignation offer will become effective immediately upon acceptance or upon such other time as determined by the independent members of the board of directors.

‌Additional Corporate Governance Matters

Risk Management

We, like every business, face a number of risks, including strategic, financial, cyber, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk to our business. Management is responsible for the enterprise risk management program for the Company, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of the risk management program.

Our enterprise risk management program is led by our Chief Risk and Compliance Officer ("CRCO"), who reports to our Executive Vice President and General Counsel. The enterprise risk management team works with leaders across the Company to identify material risks and make and implement plans for their mitigation. Our CRCO is a member of the Company's disclosure committee and assists with the preparation of the Company's public disclosure as part of the Company's disclosure controls and procedures.

In its risk oversight role, our board of directors and its committees have the responsibility to satisfy themselves that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and the board of directors is essential for effective risk management and oversight. Our board of directors meets with our President and Chief Executive Officer, the CRCO, and other members of the senior management team at quarterly meetings, where, among other topics, they discuss strategy and risks facing the Company. Members of the board of directors also meet with the CRCO and members of the management team at such other times as they deem appropriate.

Our full board of directors reviews risk in the context of reports from our management team, receives reports on all significant committee activities at each regular meeting and evaluates the risks inherent in any significant transactions. In addition, the board of directors meets annually to discuss the key risks impacting the Company's ability to achieve its corporate strategy.

While our board of directors is ultimately responsible for risk oversight, to more effectively provide adequate oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk:

Our audit and risk committee assists our board of directors in fulfilling its oversight responsibilities with respect to enterprise risk management. The audit and risk committee annually reviews the Company's enterprise risk management program and annual plan and receives quarterly updates on the state of the program and progress toward achievement of the plan. In addition, the audit and risk committee reviews risks in the areas of internal control over financial reporting and disclosure controls and procedures and legal and regulatory compliance, and discusses with management and our independent auditor guidelines and policies with respect to risk assessment and enterprise risk management. Our audit and risk committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Furthermore, the audit and risk committee is directly responsible for the appointment, retention, compensation, and oversight of the work of the Company's independent auditor (including resolution of disagreements between management and our auditor regarding financial reporting) in connection with auditing the Company's annual financial statements, books, records, accounts and internal controls over financial reporting and related work.

Our cybersecurity and technology committee oversees management's responsibilities with respect to the Company's cybersecurity, technology, and associated risks.

Our nominating, governance and corporate sustainability committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, environmental, social, and governance matters, and corporate governance.

Our talent, compensation and culture committee assesses risk created by the incentives inherent in our compensation policies and practices, as well as our culture and talent management.

Oversight of Corporate Sustainability Matters

Corporate sustainability matters are overseen by our board of directors and its committees, as well as management. Our board of directors provides oversight of corporate sustainability topics material to the Company. As described above in "-Board Meetings and Committees-Nominating, Governance and Corporate Sustainability Committee", the nominating, governance and corporate sustainability committee provides general oversight of the Company's strategy, policies, programs, and public reporting relating to corporate social responsibility matters and provides regular updates to the board of directors regarding these matters. As further described below, the board's committees also provide oversight of individual corporate sustainability topics material to the Company.

In 2024, the Company engaged an independent third-party to develop a materiality assessment of corporate sustainability topics. This assessment was overseen by our nominating, governance and corporate sustainability committee and coordinated by our then Director of Corporate Sustainability. The assessment identified corporate sustainability topics material to the Company. For a description of these corporate sustainability topics, please review the Company's annual Corporate Sustainability Report, which is available on the Company's website, but is not incorporated into this proxy statement.

The following table identifies each of the material corporate sustainability topics and the board committee that provides oversight of that topic:

Corporate Sustainability Topic

Oversight Committee

Audit and Risk

Cybersecurity and Technology

Nominating, Governance and Corporate Sustainability

Talent, Compensation and Culture

Customer Privacy

Data Privacy & Security

Corporate Governance and Ethics

Team Member Experience

Community Impact & Engagement

Cybersecurity Oversight

As described above in "-Board Meetings and Committees-Cybersecurity and Technology Committee", the cybersecurity and technology committee provides oversight of the Company's key cybersecurity risks and related risk management, threat landscape and data security programs, artificial intelligence (AI) threats, and the Company's management and mitigation of cybersecurity risks and potential breach incidents. The cybersecurity and technology committee meets with the Company's Chief Security Officer and team to, among other items, review any cybersecurity incidents, review key risks and metrics on the Company's cybersecurity program and related risk management programs, and discuss the Company's cybersecurity programs and goals. The cybersecurity and technology committee also participates in cybersecurity tabletop exercises with management and receives training on cybersecurity trends and developments. The cybersecurity and technology committee updates the full board of directors during each quarterly board meeting, or more frequently if circumstances dictate.

The audit and risk committee provides an additional layer of cybersecurity oversight, as it provides oversight of the Company's enterprise risk management program, which includes management of cybersecurity risks.

Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Policy Oversight

Our board of directors has adopted corporate governance guidelines. These guidelines address items such as the role of our board of directors, conduct of board of directors and committee meetings, and other corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Our code of business conduct and ethics and our corporate governance guidelines are posted on the Corporate Governance section of our Investor Relations webpage: ir.healthequity.com. We intend to post any amendments to our code of business conduct and ethics and our corporate governance guidelines, and any waivers of our code of business conduct and ethics for directors and executive officers, on the same website.

In addition to the corporate governance guidelines and code of business conduct and ethics, our board of directors also conducts an annual review of each committee charter and several other key governance policies.

Proposal No. 1 Election of Directors

Related Person Transactions Governance

Our board of directors has adopted a formal written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. Related persons include any executive officer, director, or person who was serving as a director and/or executive officer at any time since the beginning of our last fiscal year, nominee for director, or holder of more than five percent of our common stock, or any of their immediate family members or affiliates. Related person transactions refers to any transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships in which we or our subsidiaries were or are to be a participant, where the amount involved exceeds or is reasonably expected to exceed $120,000, and a related person had, has, or will have a direct or indirect interest, other than publicly disclosed compensation arrangements with directors and executive officers, reimbursement of advances of business travel and expenses, certain transactions with other companies, certain charitable contributions, transactions where all stockholders receive proportional benefits, and transactions involving competitive bids.

The policy provides that for any transaction the General Counsel determines is a related person transaction, our audit and risk committee or, in those instances in which the General Counsel, in consultation with the Chief Executive Officer or the Chief Financial Officer, determines that it is not practicable or desirable to wait until the next regularly scheduled audit and risk committee meeting, the chair of the audit and risk committee will consider all of the available facts and circumstances relevant to the transaction, including (if applicable) but not limited to: (i) the benefits to us; (ii) in the event the related person is a director (or immediate family member of a director or an entity with which a director is a partner, stockholder, or executive officer), the impact that the transaction will have on a director's independence; (iii) whether any alternative transactions or sources for comparable services or products are available; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to associates generally. After considering all such facts and circumstances and evaluating all options available to us, including ratification, revision, or termination of the related person transaction, our audit and risk committee or the chair of the audit and risk committee, as applicable, shall determine in good faith whether the related person transaction is in, or is not inconsistent with, our best interests.

Related Person Transactions

We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were or will be a party, in which:

the amounts involved exceeded or are expected to exceed $120,000; and

any of our directors, nominees for director, executive officers or holders of more than 5% of our common stock, or any immediate family member or affiliate of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

The Vanguard Group, Inc. ("Vanguard") was the beneficial owner of more than 5% of the Company's outstanding common stock during the fiscal year ended January 31, 2026, though due to internal realignments at Vanguard which occurred on January 12, 2026, it no longer beneficially owns more than 5% of the Company's outstanding common stock as an entity. The Company is party to an Employer Services Agreement with Vanguard through which the Company provides HSAs to Vanguard employees. Vanguard is also party to a Client Referral and SSO Agreement with the Company through which Vanguard may refer its clients to the Company for the provision of HSAs in return for certain referral fees paid by the Company. Under the agreements, the Company received $381,439 during the fiscal year ended January 31, 2026, paid Vanguard $782,125 during the fiscal year ended January 31, 2026.

BlackRock, Inc. ("BlackRock") is the beneficial owner of more than 5% of the Company's outstanding common stock. The Company is party to a Master Services Agreement with BlackRock through which the Company provides consumer-directed benefits to BlackRock employees. Under this agreement, BlackRock paid the Company $297,367 during the fiscal year ended January 31, 2026, and the Company expects to receive more than $120,000 during the fiscal year ending

January 31, 2027.

Sanford Health ("Sanford") and the Company are parties to an agreement through which the Company provides consumer-directed benefits to employees of Sanford. William Gassen, a director of the Company, is the President and Chief Executive Officer of Sanford. Under this agreement, the Company received $123,923 during the fiscal year ended January 31, 2026, and expects to receive more than $120,000 during the fiscal year ending January 31, 2027.

We have also entered into indemnification agreements with our directors and certain of our executive officers. The indemnification agreements and our certificate of incorporation and by-laws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Other than as described above, there has not been over the last fiscal year, nor is there any currently proposed, transactions or series of similar transactions to which we have been or will be a party.

Whistleblower Policy

The audit and risk committee has established a telephone and Internet whistleblower hotline available to employees of the Company for the confidential and anonymous submission of suspected violations, including complaints regarding accounting, internal accounting controls or auditing matters, harassment, fraud and policy violations.

Insider Trading Policy

The Company has an Insider Trading Policy that governs the purchase, sale, and other disposition of our securities by directors, officers, employees and the Company, and has also implemented processes for the Company, reasonably designed to promote compliance with insider trading laws, rules, and regulations, along with all listing standards applicable to the Company. Under this policy, it is prohibited for any person to trade in HealthEquity securities while in possession of material, nonpublic information ("MNPI"), and the policy establishes that sharing MNPI, or 'tipping' is also prohibited. The policy also sets forth the trading windows during which directors, officers, employees, and the Company are allowed to trade or enter into or modify 10b(5)-1 plans that control their trading. Directors and executive officers are subject to additional requirements under the policy. A copy of our Insider Trading Policy has been filed with the SEC as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Our Insider Trading Policy prohibits directors, executive officers, and all other employees of the Company from engaging in short sales of our equity securities, buying or selling options or other derivative securities on our equity securities, and from hedging or monetization transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds). In addition, these persons are prohibited from holding our equity securities in a margin account or pledging our equity securities as collateral for a loan.

Stockholder Engagement

We carefully consider feedback from our stockholders regarding our executive compensation program and corporate governance issues. Our stockholders are invited to express their views to members of our board of directors as described under "Policies and Procedures for Communications to Independent Directors" below. We also engage in dialogue

with our major stockholders throughout the year to solicit their views and opinions about various topics and matters of mutual interest.

We believe that our stockholder outreach process continues to strengthen our understanding of our stockholders' concerns and the issues on which they are focused. We therefore expect to continue to engage with our stockholders on a regular basis.

Policies and Procedures for Communications to Independent Directors

In cases where stockholders wish to communicate directly with our non-management directors, messages can be sent to our General Counsel at:

HealthEquity, Inc.

15 W. Scenic Pointe Drive, Suite 100 Draper, UT, 84020

(801) 727-1000

Our General Counsel will review all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations, and patently offensive or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of the board of directors. Our General Counsel may decide in the exercise of his judgment whether a response to any stockholder communication is necessary and shall provide a report to our nominating, governance and corporate sustainability committee on a quarterly basis of any stockholder communications received to which the General Counsel has responded. This procedure does not apply to communications to non-management directors from officers or directors of HealthEquity who are stockholders or to stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

‌Proposal No. 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Our audit and risk committee has appointed PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending January 31, 2027. PwC also served as our independent registered public accounting firm for the fiscal year ended January 31, 2026. Pursuant to the requirement mandated by the Sarbanes-Oxley Act of 2002, PwC's lead audit partner rotates every five years. The

previous lead audit partner rotated out after the completion of the audit of our financial statements for the fiscal year ending January 31, 2026, and the current lead audit partner will rotate after the completion of the audit of our financial statements for the fiscal year ending January 31, 2031.

At the Annual Meeting, stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2027. Stockholder ratification of the appointment of PwC is not required by our by-laws or other applicable legal requirements. However, our board of directors is submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the

Annual Meeting and entitled to vote, such appointment will be reconsidered by our audit and risk committee. Even if the appointment is ratified, our audit and risk committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during the fiscal year ending January 31, 2027, if our audit and risk committee believes that such a change would be in the best interests of the Company and its stockholders.

Representatives of PwC are expected to be present virtually at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from our stockholders.

‌Recommendation

The Board of Directors unanimously recommends a vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027.

‌Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by PwC for the fiscal years ended January 31, 2026 and 2025.

2026

($ in thousands)

2025

($ in thousands)

Audit fees(1)

3,017

3,423

Audit-related fees(2)

Tax fees(3)

All other fees(4)

Total

3,120

3,425

Audit fees consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit fees."

Tax fees consist of fees billed for professional services rendered by PwC for tax advice.

All other fees consist of the aggregate fees billed for products and services provided and not otherwise included in "Audit fees," "Audit-related fees" or "Tax fees".

‌Auditor Independence

In the fiscal year ended January 31, 2026, there were no other professional services provided by PwC that would have required our audit and risk committee to consider their compatibility with maintaining the independence of PwC.

‌Audit and Risk Committee Policy on Pre-Approval of Audit and Permitted Non-Audit and Tax Services of Independent Registered Public Accounting Firm

Our audit and risk committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit and risk committee is required to pre-approve all audit and permitted non-audit and tax services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm's independence. All fees paid to PwC for the fiscal years ended

January 31, 2026 and 2025 were pre-approved by our audit and risk committee.

‌Vote Required

The ratification of the appointment of PwC requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.

Disclaimer

HealthEquity Inc. published this content on May 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2026 at 18:25 UTC.