Elimelech Rosner
HEALTHEQUITYAbout Elimelech Rosner
Elimelech Rosner is Executive Vice President and Chief Technology Officer (CTO) at HealthEquity (HQY), serving as an executive officer since March 2022; he leads the company’s technology team and holds B.A. in Computer Science and B.S. in Civil Engineering degrees from Technion – Israel Institute of Technology . He is 68 years old as of May 13, 2025 . During FY2025, HQY delivered strong operating results: revenue of $1,199.8M (+20% YoY), Adjusted EBITDA of $471.8M (+28% YoY), and net income of $96.7M (+74% YoY), alongside notable operating KPIs (e.g., 9.9M HSAs, +14% YoY) . Long-term incentive alignment is reinforced by performance-based RSUs tied primarily to relative TSR (75%) versus the Russell 2000 and cumulative non-GAAP EPS (25%); notably, FY23 PRSUs (granted in 2022) vested at 197% in March 2025 based on 89th percentile relative TSR achievement .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Finastra Limited | Chief Product & Technology Officer | 2018–2022 | Senior product and technology leadership |
| NCR Payment Solutions | CTO; various technology leadership roles | 2011–2018 (CTO 2016–2018) | Technology leadership roles culminating as CTO |
External Roles
No external directorships or outside public-company roles were disclosed in the executive officer biographies section of HQY’s proxy .
Fixed Compensation
- Base salary (annual rate): $575,000 in FY2025 vs $550,000 in FY2024 (+5%) .
- Salary actually paid (Summary Compensation Table): $570,901 (FY2025), $550,000 (FY2024), $486,712 (FY2023) .
- Target annual bonus opportunity: 75% of base salary in FY2025 (maintained for continuing executives into FY2026) .
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary (SCT) ($) | 486,712 | 550,000 | 570,901 |
| Base Salary (Annual Rate) ($) | — | 550,000 | 575,000 |
| Target Bonus (% of Salary) | — | — | 75% |
Performance Compensation
Annual Cash Bonus (FY2025)
- Bonus plan metrics and funding: corporate measures equally weighted among Revenue, Adjusted EBITDA, and New HSA Sales; initial funding math summed to 135%, but the committee exercised discretion (exclusion of a portion of acquired BenefitWallet channel HSAs), producing 130% final funding for executives .
- Rosner payout: Target $428,176; Maximum $856,352; Actual cash bonus paid $556,629 (130% of target) .
| Metric | Weight | Target | Actual | Funding | Weighted Funding |
|---|---|---|---|---|---|
| Revenue | 33.33% | $1,171,186k | $1,199,774k | 139% | 46% |
| Adjusted EBITDA | 33.33% | $469,806k | $471,751k | 104% | 35% |
| New HSA Sales | 33.34% | 950,000 | 1,040,000 | 163% | 54% |
| Total (before committee discretion) | — | — | — | — | 135% |
| Final Executive Funding (after discretion) | — | — | — | — | 130% |
| Rosner FY2025 Bonus Terms | Value |
|---|---|
| Target Bonus ($) | 428,176 |
| Maximum Bonus ($) | 856,352 |
| Actual Paid ($) | 556,629 |
| Payout Rate | 130% |
Plan design thresholds (FY2025 Executive Bonus Plan): Revenue 95%/100%/106% → 50%/100%/200% funding; Adjusted EBITDA 95%/100%/108% → 50%/100%/200%; New HSA Sales 85%/100%/115% → 50%/100%/200% .
Long-Term Equity Incentives
- FY2025 grants (Mar 27, 2024): PRSUs (target 18,816; GDFV $2,295,364) and time-based RSUs (18,816; GDFV $1,500,012) .
- PRSU metric mix and vesting: 75% relative TSR vs Russell 2000 (<10th pct 0%; 10th 25%; 50th 100%; ≥90th 200%); 25% cumulative non-GAAP EPS (<$10.44 0%; $10.44 50%; $12.28 100%; ≥$15.35 200%); performance period Mar 27, 2024–Jan 31, 2027 .
- RSU vesting (FY2025 awards): 25% vests on Apr 1, 2025; remainder vests ratably over the next 12 calendar quarters (fully vested on the third anniversary of initial vest date) .
- FY23 PRSUs (granted 2022) outcome: vested at 197% in March 2025 based on 89th percentile relative TSR .
- Change-in-control treatment: double-trigger acceleration under both the legacy 2014 Plan (12-month window) and the 2024 Plan (24-month window) as specified .
| Grant Date | Type | Target Units | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| 3/27/2024 | PRSUs | 18,816 | 2,295,364 | 75% relative TSR and 25% cumulative non-GAAP EPS through 1/31/2027 |
| 3/27/2024 | RSUs | 18,816 | 1,500,012 | 25% on 4/1/2025; then ratably over 12 quarters (3-year schedule) |
Equity Ownership & Alignment
Beneficial Ownership and Unvested Equity
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 81,446 (<1% of outstanding) |
| RSUs Deliverable within 60 days (5/7/2025 reference) | 6,501 |
| Performance-Based RSUs Held (not included in beneficial count) | 61,444 |
| Options Outstanding | None indicated as of 1/31/2025 (no option line items) |
Outstanding Equity Awards at FY2025 Year-End (as of 1/31/2025)
| Grant Date | Time-Based RSUs Unvested (#) | Market Value ($) | PRSUs Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 3/30/2022 | 18,585 | 2,052,156 | 117,176 | 12,938,574 |
| 3/29/2023 | 14,469 | 1,597,667 | 51,450 | 5,681,109 |
| 3/27/2024 | 18,816 | 2,077,663 | 32,928 | 3,635,910 |
Ownership Policies
- Stock ownership guideline: 3x base salary; compliance date March 15, 2027; status N/A as of the last applicable measurement date .
- Hedging and pledging: prohibited for executives by the Insider Trading Policy (also no holding in margin accounts) .
- Clawback policy: Dodd-Frank compliant; covers incentive comp tied to financial reporting measures during the prior three fiscal years .
Employment Terms
- Employment is at-will with post-employment restrictive covenants; non-compete generally 12 months post-employment for Rosner; non-solicit also applies for 12 months .
- Double-trigger equity vesting in change-in-control: 2014 Plan (12 months), 2024 Plan (24 months) if awards are assumed/continued and employment terminates without cause/for good reason .
| Scenario (as of 1/31/2025) | Cash Severance ($) | Bonus Payment ($) | COBRA ($) | Accelerated Equity ($) |
|---|---|---|---|---|
| Good reason or without cause | 575,000 | 556,629 | 20,556 | — |
| Death or disability | — | 556,629 | — | — |
| CIC + termination (double-trigger) | 575,000 | 556,629 | 20,556 | 17,213,484 |
Other governance provisions: no tax gross-ups on perquisites or severance/CIC benefits ; 2024 Plan prohibits repricing without shareholder approval .
Investment Implications
- Alignment: High equity mix with multi-year PRSUs tied to relative TSR and cumulative non-GAAP EPS improves pay-for-performance linkage; FY23 PRSUs paid at 197% (89th percentile TSR), signaling strong market-relative execution during his tenure .
- Retention vs. selling pressure: Substantial unvested RSUs/PRSUs and quarterly RSU vesting cycles support retention but may create periodic supply; anti-hedging/pledging limits risk-mitigating monetization strategies, keeping skin-in-the-game intact .
- Cash severance exposure is modest (1x salary; bonus component) while CIC equity acceleration is significant ($17.2M exposure at FY2025 year-end), a notable consideration for M&A scenarios .
- Operating backdrop: Robust FY2025 fundamentals (revenue +20%, Adj. EBITDA +28%) underpin metric attainment and bonus outcomes; continued focus on HSA growth and profitability complements tech-led execution under the CTO’s purview .