Debra McCowan
HEALTHEQUITYAbout Debra McCowan
Debra McCowan, age 53, has served as an independent director of HealthEquity, Inc. since 2018; she is Executive Vice President and Chief Human Resources Officer at IFS (since Oct 2024), with prior CHRO roles at NetApp (2018–2024) and Equinix (2013–2018), and holds a post‑graduate degree in HR/Industrial Relations from the University of Melbourne and a BA from La Trobe University . She is recognized by the board for extensive human resources, governance and compliance experience, talent development expertise, and a deep understanding of employee benefits .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IFS | EVP & Chief Human Resources Officer | Oct 2024 – present | Global HR leadership and governance |
| NetApp, Inc. (NASDAQ: NTAP) | EVP & Chief Human Resources Officer | 2018 – 2024 | Global HR strategy; culture and talent systems |
| Equinix, Inc. (NASDAQ: EQIX) | EVP & Chief Human Resources Officer | 2013 – 2018 | Enterprise HR leadership in data centers |
| Accelerance, Inc. | Co‑founder & Partner | 2011 – 2013 | Org & systems change; leadership development |
| Avago Technologies U.S. Inc. | VP, Worldwide HR | 2007 – 2011 | HR leadership (semiconductors) |
| Hitachi Data Systems | VP, Human Resources | 2005 – 2006 | HR executive role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | The proxy lists no current public company directorships for McCowan |
Board Governance
- Committee assignments: Chair, Talent, Compensation and Culture Committee (TCCC); Member, Nominating, Governance and Corporate Sustainability Committee (NGCSC) .
- Independence: The board determined McCowan is independent under SEC and NASDAQ rules .
- Attendance: In FY25, each director attended at least 75% of board and committee meetings; board held 10 meetings .
- Committee activity: TCCC held 6 meetings (1 action by written consent); NGCSC held 6 meetings .
- Governance practices: Independent Chairman; all committees composed of independent directors; quarterly executive sessions without management; no over‑boarding; cybersecurity oversight via separate committee .
| Committee | Role | FY25 Meetings | Actions by Written Consent |
|---|---|---|---|
| Talent, Compensation and Culture (TCCC) | Chair | 6 | 1 |
| Nominating, Governance & Corporate Sustainability (NGCSC) | Member | 6 | 0 |
Fixed Compensation
| Component | Amount | FY | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $60,000 | FY2025 | Directors may elect RSUs in lieu of cash in years after first year; McCowan’s cash fees shown below |
| TCCC Chair Retainer (cash) | $20,000 | FY2025 | Chair fee |
| NGCSC Member Retainer (cash) | $5,000 | FY2025 | Committee member fee |
| Cash Fees Earned (McCowan) | $85,000 | FY2025 | Sum aligns with $60k + $20k + $5k |
| Total Director Compensation (McCowan) | $295,000 | FY2025 | Cash $85k + Stock awards $210k |
Director fee schedule (unchanged for FY2026): Annual retainer $60k; Chair fees—Audit & Risk $40k, TCCC $20k, NGCSC $15k, Cyber & Tech $20k; Member fees—Audit $15k, TCCC $10k, NGCSC $5k, Cyber & Tech $10k; Board Chair additional $100k .
Performance Compensation
| Equity Grant Type | Grant Value | Vesting | Timing |
|---|---|---|---|
| Annual RSU (Directors) | $210,000 | Vests on earlier of next annual meeting or 1-year anniversary of grant | Granted at annual meeting date |
| Elect RSUs in lieu of cash retainers | Variable | Quarterly vesting | Available after first year of service |
No director performance-based metrics (e.g., TSR, EBITDA) are tied to director compensation; equity grants are time‑based and intended to align with shareholders .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None (public boards) | — | No disclosed interlocks; committees are independent; related person processes overseen by Audit & Risk Committee |
Expertise & Qualifications
- Human resources leadership across technology and data center sectors; governance and compliance; organizational architecture; employee benefits expertise .
- Contributes to oversight of talent, culture, succession planning, compensation risk, diversity & inclusion, and ESG governance via NGCSC participation .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Debra McCowan | 7,779 | Includes RSUs deliverable within 60 days: 2,543 |
| Director Stock Ownership Guideline | 5x annual cash retainer | Compliance date April 1, 2023; McCowan in compliance |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy bans hedging/pledging/margin accounts |
Fixed vs Equity Mix (FY2025)
| Category | Amount | % Mix |
|---|---|---|
| Cash Fees (Board + Committee) | $85,000 | 28.8% |
| Equity Awards (RSUs) | $210,000 | 71.2% |
| Total | $295,000 | 100% |
Signals for Investor Confidence
- Independent leadership and fully independent committees; quarterly executive sessions; active risk and cybersecurity oversight .
- TCCC uses independent consultant (Semler Brossy); annual compensation review; clawback policy adopted; hedging/pledging prohibited .
- Director ownership guideline compliance (McCowan in compliance as of last measurement) enhances alignment .
- 2025 Say‑on‑Pay support: For 76,093,619; Against 3,218,477; Abstain 45,143; Broker non‑votes 3,991,799 .
Potential Conflicts and Related‑Party Exposure
- No related party transactions involving McCowan disclosed; company’s related person transaction policy requires Audit & Risk review and approval .
- Large shareholders (Vanguard, BlackRock, FMR) have commercial agreements with the company; no director‑specific conflict disclosed .
Risk Indicators & Red Flags
- Over‑boarding risk: None flagged; governance highlights state no director over‑boarding .
- Attendance: Minimum 75% threshold met by all directors in FY25; McCowan’s committees active (6 meetings each) .
- Hedging/pledging banned; no repricing under equity plan; robust clawback policy .
Compensation Committee Analysis (TCCC)
- Members: Debra McCowan (Chair), Evelyn Dilsaver, Robert Selander; all independent; engaged independent advisor; oversees CEO goals, executive pay, succession (non‑CEO), culture, D&I, risk in incentives, and non‑employee director compensation . No interlocks or insider participation requiring disclosure .
Director Compensation Details (FY2025)
| Director | Cash Fees | Stock Awards | All Other | Total |
|---|---|---|---|---|
| Debra McCowan | $85,000 | $210,000 | — | $295,000 |
Governance Assessment
- McCowan’s chair role on TCCC and NGCSC membership place her at the center of pay-for-performance governance, executive succession, and ESG oversight—aligned with investor priorities .
- Independence, strong ownership alignment, and compliance with director ownership guidelines support board effectiveness and reduce agency risk .
- No disclosed conflicts, pledging, or attendance issues; compensation structure weighted to equity (time‑based RSUs) aligns director incentives with shareholder outcomes .
Appendix: Policy & Oversight References
- Insider Trading Policy (hedging/pledging prohibited) .
- Clawback Policy under Section 10D/NASDAQ .
- Committee charters and independence .
- Board refreshment and assessments .