Delano Ladd
HEALTHEQUITYAbout Delano Ladd
Delano Ladd, age 44, is Executive Vice President and General Counsel of HealthEquity (HQY). He joined HQY in April 2016 as Deputy General Counsel and was promoted to EVP & General Counsel in September 2016. He holds a B.A. from the University of Colorado and a J.D. from St. John’s University School of Law . Company performance under the current compensation framework showed strong alignment with shareholder outcomes: FY2025 revenue grew 20% to $1,199.8M, adjusted EBITDA rose 28% to $471.8M, and net income increased 74% to $96.7M; FY2023 PRSUs vested at 197% based on 89th percentile relative TSR, evidencing robust long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HealthEquity, Inc. | Deputy General Counsel | Apr–Sep 2016 | Supported legal operations, governance and transition to GC |
| HealthEquity, Inc. | EVP & General Counsel | Sep 2016–present | Leads legal function; executed key executive agreements and indemnification contracts (e.g., CEO employment & indemnification agreements) |
| Willkie Farr & Gallagher LLP | Attorney, Corporate & Financial Services practice | Not disclosed | Corporate/securities practice background leveraged at HQY |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in 2025 proxy | — | — | No external public company board roles disclosed for Ladd |
Fixed Compensation
Base salary levels and salary paid:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary Level (policy) | $400,000 | $400,000 |
| Salary Paid (Summary Comp Table) | $395,959 | $400,000 |
Target and actual annual bonus:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Target Bonus % of Base | — | 75% (Target $300,000) |
| Actual Bonus Paid | $341,515 | $390,000 (130% of target) |
Multi-year compensation (as reported):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | $395,959 | $400,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | $1,882,225 | $2,530,251 |
| Non-Equity Incentive ($) | $341,515 | $390,000 |
| All Other Comp ($) | $16,450 | $33,982 |
| Total ($) | $2,636,149 | $3,354,233 |
Performance Compensation
Annual cash bonus plan structure and outcomes (FY2025):
| Metric | Weighting | Target | Actual | Funding % | Weighted Funding |
|---|---|---|---|---|---|
| Revenue ($000s) | 33.33% | 1,171,186 | 1,199,774 | 139% | 46% |
| Adjusted EBITDA ($000s) | 33.33% | 469,806 | 471,751 | 104% | 35% |
| New HSA Sales (units) | 33.34% | 950,000 | 1,040,000 | 163% | 54% |
| Total Funding (pre-committee discretion) | — | — | — | — | 135% |
| Executive Payout (Ladd) | — | Target $300,000 | Actual $390,000 | 130% | — |
Long-term equity incentives (grant design and vesting):
| Award Type | Grant Date | Shares | Performance Metrics | Vesting Schedule |
|---|---|---|---|---|
| PRSUs (FY25 PRSUs) | Mar 27, 2024 | 12,544 (at target) | 75% on relative TSR vs Russell 2000; 25% on cumulative non-GAAP net income per share: <$10.44=0%, $10.44=50%, $12.28=100%, ≥$15.35=200%; linear interpolation | Cliff vest after 3 years, subject to performance certification |
| RSUs | Mar 27, 2024 | 12,544 | Time-based | 25% on Apr 1, 2025, remainder vests ratably over 12 quarterly installments (fully vested by third anniversary of initial vest date) |
| FY23 PRSUs (program outcome) | Mar 30, 2022 | Company program | Vested at 197% based on 89th percentile TSR vs Russell 2000 (context for pay-for-performance) | Vested Mar 2025 |
Program governance signals:
- Double-trigger vesting on change in control under the 2024 Plan; no single-trigger acceleration for executives’ awards .
- Clawback policy adopted; hedging and pledging of company stock prohibited .
Equity Ownership & Alignment
Ownership, unvested awards, and guidelines:
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 56,419 (less than 1% of outstanding) |
| RSUs Deliverable within 60 Days (as of May 7, 2025) | 2,145 shares |
| Unvested RSUs (Jan 31, 2025) | 12,544 shares; Market Value $1,385,108 |
| Unearned PRSUs (Jan 31, 2025) | 21,952 shares; Payout Value $2,423,940 |
| Stock Ownership Guideline | 3x base salary; compliance date Apr 16, 2022; In compliance |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Employment Terms
Severance, change-in-control, restrictive covenants, and other protections:
| Provision | Term |
|---|---|
| Severance (No CIC): Base salary continuation for 12 months; pro-rated bonus for year of termination (subject to performance); option exercise window extended to earlier of option expiry or 12 months; COBRA premium reimbursement for 12 months (subject to conditions) | |
| Change-in-Control (Double-Trigger): Same base/bonus/COBRA mechanics; equity awards accelerate upon qualifying termination within 24 months following CIC (if awards assumed/substituted) | |
| Ladd – Illustrative Payments (as of FY2025 data): Cash severance $400,000; Bonus $390,000; COBRA $26,835; Accelerated equity value (double-trigger CIC) $6,432,959 | |
| Non-Compete | While employed and for 12 months thereafter; for Ladd, scope includes consumer healthcare-related businesses (e.g., HSA/FSA/HRA custodians/administrators and related CDBs) |
| Non-Solicit/Non-Interference | Typically 12 months post-employment (employee/customer non-solicitation) |
| Clawback | Company-wide clawback policy applicable to executive compensation |
| Arbitration/Indemnification | Standard indemnification agreements used at HQY (Ladd executed CEO indemnification; general practice reflected) |
Investment Implications
- Strong pay-for-performance alignment: FY2025 bonus funding linked to revenue, adjusted EBITDA, and HSA sales; PRSU design (relative TSR + non-GAAP EPS) ties payouts to both market and operational performance; prior PRSU vesting at 197% underscores execution against shareholder value metrics .
- Limited insider selling pressure near term: RSUs vest quarterly over three years, but stock ownership guideline compliance and prohibition on hedging/pledging reduce misalignment and forced sales; unvested equity provides ongoing retention incentives .
- Retention and change-in-control protection: Severance at ~1x salary plus pro-rated bonus and COBRA, with double-trigger equity acceleration in CIC scenarios; illustrative CIC acceleration value of ~$6.43M indicates meaningful retention value tied to continued employment .
- Governance quality: Independent compensation committee with independent advisor (Semler Brossy), robust clawback, hedging/pledging bans, and high say‑on‑pay support (~98% in 2024) reduce compensation-related risk .
Overall, Ladd’s compensation and covenants reflect a balanced design emphasizing operational/strategic performance and shareholder alignment, with adequate retention hooks and limited red-flag practices.