James Lucania
HEALTHEQUITYAbout James Lucania
James Lucania is Executive Vice President and Chief Financial Officer (Principal Financial Officer) of HealthEquity, Inc., serving since September 2023; age 46 as of May 13, 2025. He holds a B.S. in economics and a B.A. in music from the University of Pennsylvania and an M.B.A. from UCLA Anderson School of Management . In FY25, HealthEquity delivered $1,199.8 million in revenue and $471.8 million in Adjusted EBITDA, driving a 130% bonus payout for the CFO under the executive plan; earlier PRSUs granted in 2022 vested at 197% based on an 89th percentile relative TSR vs. the Russell 2000, evidencing strong stock performance into early 2025 . As CFO, Lucania certified the company’s Q2 FY26 10-Q and led guidance communicating revenue of $1.29–$1.31B, GAAP net income $185–$200M, non-GAAP EPS $3.74–$3.91, adjusted EBITDA $540–$560M, and capital allocation (buybacks and revolver reduction); he also detailed custodial cash repricing locks intended to enhance spread economics and efforts to normalize fraud costs to ~1 bp of HSA assets per annum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascensus Holdings | Chief Financial Officer | Aug 2016 – Jul 2023 | Not disclosed |
| Checkpoint Systems, Inc. | Chief Financial Officer | Mar 2015 – Jun 2016 | Not disclosed |
| Checkpoint Systems, Inc. | VP Finance & Treasurer | Oct 2012 – Mar 2015 | Not disclosed |
| Miller Buckfire & Co. | Various positions | Not disclosed | Not disclosed |
| Levine Leichtman Capital Partners | Various positions | Not disclosed | Not disclosed |
External Roles
No outside directorships or external roles for Mr. Lucania were disclosed in the proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 233,151 | 575,000 |
| Target Bonus (% of Salary) | 75% (maintained into FY25) | 75% |
| Target Bonus ($) | Not disclosed | 431,250 |
| Actual Bonus Paid ($) | 495,938 | 560,625 |
Notes:
- FY25 base salaries: CFO’s base unchanged vs prior year at $575,000 .
- FY25 target bonus opportunities were unchanged from FY24 levels; CFO’s target remains 75% of salary .
Performance Compensation
Annual Cash Incentive – Structure and FY25/FY26 Design
| Operating Objective | Threshold | Target | Maximum | Weighting |
|---|---|---|---|---|
| Revenue (FY25 plan) | 95% of target | 100% of target | 106% of target | 33.33% |
| Adjusted EBITDA (FY25 plan) | 95% of target | 100% of target | 108% of target | 33.33% |
| New HSA sales (FY25 plan) | 85% of target | 100% of target | 115% of target | 33.34% |
| FY26 plan metrics | Revenue, Adj. EBITDA, New HSA sales (evenly weighted) | — | — | — |
FY25 actual results and payout determination:
- Results: Revenue $1,199.8M; Adjusted EBITDA $471.8M; New HSA sales 1,040,000 .
- Plan funding (pre-committee discretion): 135% aggregate .
- Actual CFO bonus paid: $560,625 (130% of target) .
FY25 Long-Term Incentive Grants (awarded Mar 27, 2024)
| Instrument | Units Granted | Grant Date Fair Value ($) | Vesting & Performance |
|---|---|---|---|
| PRSUs | 21,952 | 2,677,924 | Performance period 3/27/2024–1/31/2027; 75% based on relative TSR vs Russell 2000 (0% <10th, 100% at 50th, 200% at ≥90th); 25% based on cumulative non-GAAP NI per share (<$10.44=0%, $12.28=100%, ≥$15.35=200%); cliff vest upon committee approval after period . |
| RSUs | 21,952 | 1,750,013 | Time-based: 25% on 4/1/2025, remainder vests ratably over next 12 calendar quarters (fully vested on 3rd anniversary of initial vesting date) . |
Additional context:
- FY23 PRSUs (granted 2022) vested at 197% in March 2025 based on 89th percentile relative TSR vs Russell 2000 .
- FY26 PRSUs: relative TSR peer moved to Russell 3000; performance window 4/2/2025–1/31/2028 (mix remains 75% TSR / 25% cumulative non-GAAP NI/share) .
FY25 Equity Vesting/Realization
| Item | Amount |
|---|---|
| Shares acquired on vesting (stock awards) | 24,335 |
| Value realized on vesting ($) | 1,957,755 |
| Option exercises | None (0) |
Outstanding Equity at FY25 Year-End (as of Jan 31, 2025)
| Award Type | Units | Reported Market Value ($) |
|---|---|---|
| Unvested RSUs (Grant 9/6/2023) | 40,553 | 4,477,862 (at $110.42/share) |
| Unvested RSUs (Grant 3/27/2024) | 21,952 | 2,423,940 |
| Unearned PRSUs (Grant 3/27/2024) | 38,416 | 4,241,895 |
| Stock options outstanding | None | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 24,550 shares; <1% of shares outstanding |
| Within 60 days deliverable | Includes 5,428 RSUs deliverable within 60 days of 5/7/2025 |
| Additional performance-based shares | 41,673 PRSUs held; not included in beneficial ownership table |
| Stock ownership guideline | 3x base salary; compliance date 9/5/2028; status N/A at last measurement |
| Hedging/pledging | Prohibited; no margin or collateral pledging allowed |
| Clawback | Dodd-Frank compliant clawback covering incentive comp tied to financial reporting measures (3-year lookback) |
Notes:
- Ownership guidelines count both unvested and vested/deferred RSUs; options are excluded from ownership calculation methodology .
- Company prohibits short sales, derivatives, hedging, and pledging by executives .
Employment Terms
- Employment agreement: at-will; provides initial base, annual bonus opportunity, and annual equity (for CEO/CTO/CFO); includes post-employment payments/benefits; restrictions on competition, solicitation, customer diversion, and confidentiality .
- Double-trigger equity vesting: equity vests upon a qualifying termination within 24 months post-change in control if awards are assumed/substituted .
- Potential payments upon termination/change in control (CFO):
- Without cause/Good reason (no change in control): Cash severance $575,000; Bonus $560,625; COBRA $31,702; Equity acceleration: $0 .
- Without cause/Good reason following change in control: Cash severance $575,000; Bonus $560,625; COBRA $31,702; Accelerated equity value $9,325,742 .
- No tax gross-ups on perquisites, severance, or CIC benefits .
- Pension/SERP: none; non-qualified deferred comp: none .
Additional Performance & Track Record Signals
- FY25 bonus plan outcomes: corporate metrics exceeded targets; committee applied discretion to exclude a portion of new HSA sales from BenefitWallet channels; CFO payout at 130% of target .
- FY26 outlook/financial policy under CFO: revenue $1.29–$1.31B; adjusted EBITDA $540–$560M; non-GAAP EPS $3.74–$3.91; ~88M diluted shares; buybacks under $352M remaining authorization; plan to reduce revolver borrowings; maintaining capacity for portfolio acquisitions .
- Custodial cash yield strategy: CFO described locking repricing on basic-rate contracts (centralized around Jan 2026 and Jan 2027) to ~4% five-year Treasury plus ~75 bps spread when moved to enhanced rate, improving asset yields vs current 1.7–2.0% .
- Controls and certifications: CFO signed SOX 302 and 906 certifications for Q2 FY26 10-Q and company signatures .
Compensation Structure Analysis
- Mix and leverage: For FY25, CFO’s compensation skewed toward equity ($4.43M stock awards vs. $575k salary and $560.6k bonus), aligning incentives to multi-year performance; options were not granted in FY25 (lower risk vs options) .
- Annual bonus metrics: Balanced weighting across Revenue, Adjusted EBITDA, and new HSA sales with symmetrical thresholds/maximums; payout curve up to 200% with linear interpolation; FY25 funded at 135% before discretion; CFO paid at 130% .
- Long-term incentives: PRSUs measured predominantly on relative TSR (75%) plus absolute cumulative non-GAAP EPS (25%), adding an operating profitability lens; FY26 PRSUs broadened peer set to Russell 3000, reflecting company’s scale evolution .
- Governance protections: Double-trigger CIC vesting, robust clawback, no hedging/pledging, no tax gross-ups, and stock ownership guidelines (3x salary for CFO by 9/5/2028) .
- Retention: Significant unvested RSUs/PRSUs (aggregate reported values ~$11.14M at FY25 year-end) suggest material unvested equity, supporting retention but creating future vesting-related liquidity events; no options outstanding .
Investment Implications
- Alignment and incentives: High at-risk, equity-based compensation with PRSU performance tied to relative TSR and cumulative non-GAAP EPS aligns the CFO with both market and operational outcomes; FY25 130% bonus payout and 197% vesting on earlier PRSUs indicate meaningful pay-for-performance realization tied to strong execution and TSR during the measurement window .
- Retention vs. selling pressure: Material unvested equity and quarterly RSU vesting cadence (over three years) help retention but may create periodic selling windows upon vest; FY25 saw 24,335 shares vest ($1.96M value), though no options were exercised and policy prohibits hedging/pledging, which mitigates misalignment risk .
- Change-of-control economics: Double-trigger vesting and disclosed accelerated equity value ($9.33M) upon CIC termination create substantial protection; exact cash severance equals disclosed amounts rather than a stated multiple, reducing ambiguity but representing significant potential payouts .
- Execution risk and financial levers: CFO’s custodial cash repricing strategy (locking ~4% base plus ~75 bps enhanced spread) and focus on normalizing fraud costs underpin earnings quality and cash flow generation; FY26 guidance plus buyback capacity suggest disciplined capital allocation under his tenure .