Gayle Wellborn
HEALTHEQUITYAbout Gayle Wellborn
Independent director at HealthEquity (HQY) since 2017 and current Chair of the Board’s Cybersecurity and Technology Committee; also serves on the Nominating, Governance and Corporate Sustainability Committee. Age 65; career spans senior digital, brand, and online banking leadership roles at Ally Financial and Bank of America. Currently an independent Digital and Customer Experience consultant; holds an Executive MBA (Queens University, NC) and BA (University of North Carolina) . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Financial (NYSE: ALLY) | SVP, Brand and Digital Group | 2012–2015 | Led strategy and delivery of innovative online/mobile products, services, CX; led consumer social media strategy |
| Ally Financial | SVP, eCommerce Executive | 2008–2012 | Launched Ally Bank and Ally call centers (U.S. and Canada) |
| Bank of America (NYSE: BAC) | SVP, Online Banking | 2002–2008 | Responsible for online and mobile banking products/services |
| First Union/Wachovia | Technology & Customer Service leadership | Prior to 2002 | Leadership roles (technology/customer service) |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None |
| Current non-public/professional | Independent Digital and Customer Experience consultant |
| Prior public company boards | Not disclosed in proxy |
Board Governance
- Committees and roles: Chair, Cybersecurity & Technology Committee (CTC); Member, Nominating, Governance & Corporate Sustainability Committee (NGCSC) .
- Independence: Independent under SEC/Nasdaq standards; all standing committees composed solely of independent directors .
- Attendance: Board met 10 times in FY2025; each director attended at least 75% of Board and committee meetings during service period .
- Engagement and oversight:
- CTC met 4 times in FY2025; oversees cyber threat landscape, data security, fraud programs, tech strategy, platform capacity/reliability, crisis preparedness, budgets, and training .
- NGCSC met 6 times in FY2025; oversees board composition/governance, ESG/corporate sustainability strategy and reporting, and board/committee self-evaluations .
- Quarterly executive sessions without management and ongoing board/committee self-assessments and peer reviews .
- Board leadership: Independent, non-executive Chairman; CEO is a director but not Chair and serves on no committees .
Fixed Compensation
| Component (FY2025 unless noted) | Amount |
|---|---|
| Annual Board retainer | $60,000 |
| CTC Chair retainer | $20,000 |
| NGCSC member retainer | $5,000 |
| Total cash fees actually earned (FY2025) | $85,000 |
| Policy note (FY2026 retainer schedule) | No changes vs. FY2025 (same fee schedule) |
- Directors may elect to receive retainers in RSUs (quarterly vesting) in lieu of cash (no election in first year) .
Performance Compensation
| Equity element | Grant value | Vesting & terms | Performance metrics |
|---|---|---|---|
| Annual RSU award | $210,000 | Vests at the earlier of the next annual meeting or 1-year from grant; granted on annual meeting date | None (time-based; no performance conditions) |
- FY2025 director compensation mix (Wellborn): Cash $85,000; Stock awards $210,000; Total $295,000 (≈29% cash / 71% equity) .
- No options or performance-based equity are part of the standard non-employee director program; no meeting fees; reasonable out-of-pocket expenses reimbursed .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None |
| Compensation committee interlocks | Talent, Compensation and Culture Committee comprised of independent directors; no interlocks reported |
Expertise & Qualifications
- Deep digital, brand, mobile/online banking, and customer experience leadership in financial services; led bank launches/rebrands (Ally Bank) .
- Board cyber oversight: Chairs dedicated Cybersecurity & Technology Committee (CTC), which supervises cyber risk management, incident review, metrics, tabletop exercises, and technology strategy .
- Governance and ESG: Member of NGCSC, which oversees board governance and corporate sustainability strategy and reporting .
- Independence and no over-boarding; board refreshment and regular executive sessions bolster governance quality .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 24,508 (less than 1%) |
| Included in beneficial ownership | 6,778 options exercisable within 60 days; 2,543 RSUs deliverable within 60 days |
| Aggregate option awards outstanding (as of Jan 31, 2025) | 6,778 |
| Aggregate unvested RSUs outstanding (as of Jan 31, 2025) | 2,543 |
| Shares outstanding reference date | 86,630,923 (as of May 7, 2025) |
| Director stock ownership guideline | 5x annual cash retainer; compliance date Aug 1, 2022; status: In compliance |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and officers |
Governance Assessment
- Strengths and positive signals:
- Independent director with relevant domain expertise; chairs specialized cyber/technology committee with clear mandate and measured cadence (4 meetings FY2025) .
- Demonstrated engagement (≥75% attendance), robust board practices (quarterly executive sessions, annual self/peer assessments), and independent board/committee structure .
- Strong alignment: in compliance with 5x retainer stock ownership guideline and meaningful equity component in compensation .
- No current public company boards (reduced over-boarding risk) and no related-party transactions disclosed involving Wellborn .
- Risks/RED FLAGS:
- None observed in proxy disclosures specific to Wellborn. Company-wide policies prohibit hedging/pledging and tax gross-ups; related-party transactions oversight resides with Audit & Risk Committee .
- Contextual shareholder signal:
- Say-on-pay support approx. 98% in 2024, suggesting broad investor support for compensation/governance framework (company-level indicator) .
Director Compensation (FY2025 Actuals)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Gayle Wellborn | 85,000 | 210,000 | — | 295,000 |
Committee Assignments & Meetings (FY2025)
| Committee | Role | Independence | Meetings |
|---|---|---|---|
| Cybersecurity & Technology | Chair | 4 of 4 independent members | 4 |
| Nominating, Governance & Corporate Sustainability | Member | 4 of 4 independent members | 6 |
Insider Trades & Section 16 Compliance
- Section 16(a) compliance: Company reports all officers/directors and >10% holders complied with filing requirements for FY2025 (no late filings noted) .
- Note: Specific Form 4 trade details for Wellborn are not disclosed in the proxy; Section 16 filings are accessible on the SEC website .
Potential Conflicts / Related-Party Exposure
- Related person transactions disclosed involve institutional 5% holders (Vanguard, BlackRock, FMR) as customers/partners; no transactions disclosed involving Wellborn or her immediate family .
- Audit & Risk Committee oversees related-party transactions under a formal policy .
Independence, Attendance & Engagement
| Attribute | Disclosure |
|---|---|
| Independence | Independent under SEC/Nasdaq; committees comprise independent directors |
| Attendance | Each director attended ≥75% of Board/committee meetings in FY2025 |
| Executive sessions | Quarterly sessions without management |
Compensation Structure Notes (Non-Employee Directors)
- Annual RSU grant of $210,000 with 1-year vest; retainers can be taken in RSUs (after first year) .
- No meeting fees; additional retainers for committee chairs/members per schedule; no changes to FY2026 policy .
- Director compensation set with independent consultant benchmarking (Semler Brossy) .
Summary Implications for Investors
- Board effectiveness: Wellborn’s cyber/tech leadership, combined with independent status and strong governance practices, supports investor confidence in HQY’s oversight of cybersecurity and technology risk—material to HQY’s custodial/benefits platform .
- Alignment: Compliance with stringent ownership guidelines and equity-heavy pay mix enhances skin-in-the-game; hedging/pledging prohibitions further align interests .
- Conflicts: No director-specific related-party exposure identified; low over-boarding risk given no outside public boards .