Evelyn Dilsaver
HEALTHEQUITYAbout Evelyn Dilsaver
Independent director of HealthEquity, Inc. since 2014; age 70 as of May 13, 2025; chairs the Nominating, Governance and Corporate Sustainability Committee (NGCSC) and serves on the Talent, Compensation and Culture Committee (TCCC). Former President & CEO of Charles Schwab Investment Management; B.S. in Accounting from Cal State East Bay; Certified Public Accountant, bringing deep financial services and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Schwab Investment Management | President & CEO | 2003–2007 | Led major asset management business line of a public company |
| The Charles Schwab Corporation | Executive Vice President | 1991–2007 | Senior leadership across asset management; governance experience |
| The Charles Schwab Corporation | Senior Vice President, Asset Management Products & Services | Pre-2003 | Product and services leadership in asset management |
| Aéropostale Inc. | Director (prior) | Not disclosed | Board oversight (prior public company) |
| HighMark Funds; Russell Exchange Traded Funds | Director (prior) | Not disclosed | Investment product governance (prior) |
| Longs Drug Stores Corp.; Tamalpais Bancorp | Director (prior) | Not disclosed | Retail/financial governance (prior) |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Tempur Sealy International, Inc. (NYSE: TPX) | Director | Current | Chair of Audit Committee |
| QuidelOrtho Corporation (NASDAQ: QDEL) | Director | Current | Board member |
| PACS Group, Inc. (NYSE: PACS) | Director | Current | Board member |
Board Governance
- Committees: NGCSC Chair; TCCC member .
- Independence: Board determined Dilsaver is independent under SEC and NASDAQ rules; all major committees composed solely of independent directors .
- Attendance and engagement: Board held 10 meetings in FY25; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting . NGCSC met 6 times; TCCC met 6 times in FY25, with ongoing oversight of governance, sustainability, compensation, culture, and succession .
- Executive sessions: Board and each committee hold quarterly executive sessions without management .
- Board refreshment, assessments, peer reviews, and education: Annual self-assessments and peer assessments overseen by NGCSC; director education on strategy, cyber, AI, legal/regulatory topics .
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 87,014 | Includes pro-rated committee retainer changes |
| Stock Awards ($) | 210,000 | Annual RSU grant; grant date on annual meeting |
| All Other Compensation ($) | 15,000 | HealthEquity Trust Company (subsidiary) board retainer |
| Total ($) | 312,014 |
Director Retainer Policy (FY2025/FY2026):
| Retainer Type | Amount ($) FY2026 | Amount ($) FY2025 |
|---|---|---|
| Annual Director Retainer | 60,000 | 60,000 |
| NGCSC Chair | 15,000 | 15,000 |
| TCCC Member | 10,000 | 10,000 |
Additional policy details:
- Annual RSU award to each non-employee director: $210,000; vests on earlier of next annual meeting or 1-year anniversary; optional election to receive retainers in RSUs (quarterly vesting) except first year of service; reimbursement of reasonable meeting expenses .
Performance Compensation
| Equity Grant | Grant Date | Award Type | Value/Shares | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSU | June 26, 2024 | RSU | $210,000 | Vests on earlier of next annual meeting or 1-year anniversary | None (director equity is time-based; no performance conditions) |
No performance metrics (revenue, EBITDA, TSR, ESG) are tied to non-employee director compensation; awards are time-based for governance alignment .
Other Directorships & Interlocks
| Entity | Relationship to HQY | Nature of Relationship |
|---|---|---|
| HealthEquity Trust Company (subsidiary) | Director | Annual $15,000 subsidiary board retainer |
- Related-party transactions: HQY discloses transactions with Vanguard, BlackRock, FMR (each >5% holders) for employer services and referrals; no transactions disclosed involving Dilsaver personally .
- Compensation Committee interlocks: None for TCCC members (McCowan, Dilsaver, Selander); no officer service or cross-committee interlocks disclosed .
Expertise & Qualifications
- Financial services and asset management leadership; former President & CEO of a significant public company business line at Charles Schwab .
- CPA; B.S. in Accounting; audit chair experience at Tempur Sealy; strong governance, risk oversight, and financial acumen .
- Board governance leadership as NGCSC Chair (oversight of board composition, ESG/sustainability reporting, governance frameworks) .
Equity Ownership
| Holder | Beneficial Shares | Ownership % | Components/Notes |
|---|---|---|---|
| Evelyn Dilsaver | 58,017 | <1% | Includes 23,351 shares issuable upon exercise of stock options within 60 days; 2,543 shares deliverable upon vesting of RSUs within 60 days |
Director Stock Ownership Guidelines:
| Guideline | Compliance Date | Status |
|---|---|---|
| 5x annual cash retainer | July 31, 2021 | In compliance as of July 31, 2024 measurement date |
Policy safeguards:
- Hedging and pledging of HQY stock prohibited for directors; options repricing prohibited; no dividends on unvested awards .
Governance Assessment
- Strengths: Independent director; chairs NGCSC and serves on TCCC; robust engagement (committee activity); compliant with stock ownership guidelines; equity-based director pay aligns interests; strong financial expertise (CPA, asset management) and external audit chair role at TPX .
- Compensation structure: Majority of director compensation delivered in equity ($210k annual RSU) with modest cash retainers; optional RSUs in lieu of cash further align interests .
- Shareholder signals: Company’s 2024 say-on-pay approval ~98%, indicating broad support for compensation governance (context for overall pay philosophy) .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Dilsaver; HQY maintains formal related-party transaction approval policy overseen by Audit & Risk Committee .
- Attendance and oversight: Each director met ≥75% attendance threshold; board and committees hold quarterly executive sessions; NGCSC oversees board effectiveness assessments and ESG; TCCC oversees compensation philosophy and risk mitigation with independent consultant Semler Brossy .
- RED FLAGS: None disclosed specific to Dilsaver. Hedging/pledging prohibited; no tax gross-ups; no option repricing; “no director over-boarding” stated by HQY, though she serves on three external public boards—HQY affirms compliance with its over-boarding policy .