Adrian Dillon
HEALTHEQUITYAbout Adrian Dillon
Adrian Dillon (age 71) is an independent director of HealthEquity, Inc. (HQY) who has served on the board since 2016; he chairs the Audit and Risk Committee and is a member of the Cybersecurity and Technology Committee, and is designated an audit committee financial expert . Dillon previously served as CFO/CAO at Skype and EVP–Finance & Administration/CFO at Agilent Technologies, and holds a BA in Economics from Amherst College, underpinning his deep finance and controls expertise cited by the board . The board has affirmatively determined Dillon is independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies, Inc. | EVP–Finance & Administration and Chief Financial Officer | 2001–2010 | Led finance, controls; public company CFO experience |
| Skype Limited | Chief Financial Officer and Chief Administrative Officer | 2010–2011 | Oversight of finance/admin, internal controls |
| Eaton Corporation | Various finance positions | 1979–2001 | Progressive finance leadership |
| The Conference Board | Council of Financial Executives (member and past chair) | n/a | External finance leadership network |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SUSE S.A. | Supervisory Board member; Audit Committee Chair | 2021–2024 | Chaired audit; oversight of reporting and controls |
| Datto Holding Corp. | Director | 2020–2022 | Board oversight, tech ops context |
| WNS (Holdings) Ltd. | Director | 2012–2021 | Board service; BPO industry exposure |
| Williams-Sonoma, Inc. | Director | 2005–2017 | Retail governance experience |
| Wonga Group Ltd. | Director | 2013–2015 | Board service |
| NDS Group Ltd. | Director | 2011–2012 | Board service |
| Verigy Pty | Director | 2006–2007 | Board service |
| Lumileds Inc. | Director | 2002–2007 | Board service |
| Current outside public boards | None | — | Reduces interlock risk |
Board Governance
- Independence: Independent director; committees composed solely of independent directors .
- Committee assignments:
- Audit and Risk Committee (ARC) Chair and Financial Expert; FY2025 meetings: 10 .
- Cybersecurity and Technology Committee member; FY2025 meetings: 4 .
- Attendance: Board met 10 times in FY2025; each director attended at least 75% of aggregate board and committee meetings for their service period .
- Executive sessions and leadership: Independent Chairman; board and each committee hold quarterly executive sessions without management; no director over-boarding .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 60,000 | Electable in cash or RSUs per policy |
| ARC Chair Fee | 40,000 | Chair premium for audit oversight |
| Cybersecurity & Technology Committee Member Fee | 10,000 | Member retainer |
| Total Fees Earned/Paid (Dillon) | 110,000 | Dillon elected unrestricted shares in lieu of cash (footnote 6) |
| Meeting fees | — | Not part of policy; not disclosed |
- Annual director compensation benchmarking conducted with Semler Brossy in Dec 2024; no changes to retainers for FY2026 vs FY2025 .
Performance Compensation
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | 210,000 | Vests at earlier of next annual meeting or one year from grant | None; time-based RSUs only |
| Outstanding options (as of 1/31/25) | 24,446 (count) | Legacy option awards; exercise price/terms per grant tables (not director-specific) | Not applicable |
| Unvested RSUs (as of 1/31/25) | 2,543 (count) | Unvested RSUs outstanding | Not applicable |
Note: Director equity awards are time-based; no director-specific performance metrics apply in the program .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None |
| Interlocks with HQY competitors/suppliers/customers | None disclosed; ARC oversees related person transactions policy . |
| Historical boards (selected) | SUSE S.A. (Audit Chair), Datto, WNS, Williams-Sonoma, Wonga, NDS, Verigy, Lumileds |
Expertise & Qualifications
- Designated Audit and Risk Committee financial expert; extensive financial reporting and internal controls experience .
- Former public company CFO (Agilent) and senior finance executive (Skype), with multi-decade finance background at Eaton .
- Board cites his “extensive financial and accounting expertise” and understanding of reporting rules and internal controls .
- Education: BA in Economics, Amherst College .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 81,961 | Less than 1% of outstanding shares |
| Options exercisable within 60 days | 24,446 | Included in footnote (9) |
| RSUs vesting within 60 days | 2,543 | Included in footnote (9) |
| Ownership guidelines | 5x annual cash retainer; in compliance since 9/1/2021 | Measurement date: 7/31/2024 |
| Hedging/pledging | Prohibited by company policy | Applies to directors |
Governance Assessment
- Board effectiveness: Dillon’s ARC chair role, financial expert designation, and committee activity (10 ARC meetings, 4 cybersecurity meetings) indicate robust oversight of financial reporting, risk management, cybersecurity, and related-person transactions, supporting investor confidence .
- Independence and alignment: Independent status, compliance with stringent 5x retainer ownership guidelines, and election to receive fees in stock underscore alignment with shareholders .
- Compensation structure: Director pay mix balances fixed retainers with time-based RSUs; no performance metrics, no tax gross-ups, and policy-level prohibitions on repricing, hedging, and pledging reduce governance risk for investors .
- Conflicts and red flags: No related-party transactions involving Dillon disclosed; ARC’s formal policy and review of transactions with 5% holders (Vanguard, BlackRock, FMR) mitigates conflict exposure; no over-boarding per governance highlights .
- Attendance and engagement: Board-wide minimum attendance threshold (≥75%) met; quarterly executive sessions without management and annual self/peer assessments reflect active engagement and oversight processes .
RED FLAGS: None disclosed specific to Dillon (no pledging/hedging, no related-party ties, independence affirmed, interlocks minimal due to no current outside public boards) .