Michael Fiore
HEALTHEQUITYAbout Michael Fiore
Michael Fiore is Executive Vice President and Chief Commercial Officer at HealthEquity (HQY), joining on March 25, 2024 after 18+ years at Mastercard. He is listed as age 49 in the 2024 proxy and holds a B.A. in economics from Manhattanville College . FY25 corporate performance used for executive pay included revenue ($1,199.8M), Adjusted EBITDA ($471.8M), and new HSA sales (1,040,000), driving above-target bonus funding; the company’s FY23 PRSU cycle (granted 2022) vested at 197% based on 89th percentile relative TSR versus the Russell 2000 (indicative of strong shareholder returns) . Fiore’s initial CCO package: $550,000 base salary, 75% target bonus (pro-rated for FY25), and a $5.75M new-hire equity award .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mastercard Inc. | EVP, Business Integration & Expansion – Mastercard Data & Services | May 2020 – Mar 2024 | Led integration and expansion within Data & Services |
| Mastercard Inc. | EVP & GM – National Accounts Issuer Segment, North American Markets | Jan 2017 – May 2020 | General management for issuer segment in North America |
| Mastercard Inc. | Various roles of increasing responsibility | May 2005 – Jan 2017 | Progressively senior commercial leadership |
External Roles
None disclosed in the proxy statements reviewed .
Fixed Compensation
| Component | FY25 Terms | FY25 Actual |
|---|---|---|
| Base salary | $550,000 annual rate (effective upon Mar 25, 2024 start) | $470,355 salary paid (partial year) |
| Target bonus | 75% of base salary (pro-rated for FY25) | Target opportunity $352,766 (pro-rated) |
| Maximum bonus | 200% of target (pro-rated) | Maximum $705,532 (pro-rated) |
| All other compensation | — | $16,180 |
Performance Compensation
Annual Cash Bonus (FY25)
- Corporate metrics: Revenue, Adjusted EBITDA, and new HSA sales; evenly weighted (approx. one-third each). Actual results exceeded targets; pool funding calculated to 135%. Fiore’s payout was 124% of his target due to committee discretion on individual performance .
| Metric | Weight | Target | Actual | Funding % | Weighted funding |
|---|---|---|---|---|---|
| Revenue | 33.33% | $1,171,186k | $1,199,774k | 139% | 46% |
| Adjusted EBITDA | 33.33% | $469,806k | $471,751k | 104% | 35% |
| New HSA sales | 33.34% | 950,000 | 1,040,000 | 163% | 54% |
| Total | 100% | — | — | — | 135% (pool) |
| Individual | Target ($) | Maximum ($) | Actual Bonus Paid ($) | Resulting Funding % |
|---|---|---|---|---|
| Michael Fiore | 352,766 | 705,532 | 435,666 | 124% |
Notes:
- Committee exercised discretion to adjust for BenefitWallet-related HSA sales and to calibrate Fiore’s payout to 124% .
Long-Term Incentive Compensation (FY25 grants)
- PRSUs (performance-based): 17,248 target shares granted Mar 27, 2024; metrics are 75% relative TSR vs. Russell 2000 and 25% cumulative non-GAAP net income per share over the period Mar 27, 2024 – Jan 31, 2027 .
- RSUs (time-based): 54,880 RSUs granted Mar 27, 2024; vesting 25% on April 1, 2025 and the remainder ratably over 12 subsequent calendar quarters (i.e., ~3,430 shares per quarter) to April 2028. Of these, 37,632 RSUs are make‑whole for forfeited long-term compensation from his prior employer .
| Award type | Grant date | Shares/Target (#) | Grant-date fair value ($) | Vesting schedule | Performance metrics / Period |
|---|---|---|---|---|---|
| PRSUs | Mar 27, 2024 | 17,248 | 2,104,084 | Cliff vests based on performance by FY27 | 75% relative TSR vs. Russell 2000; 25% cumulative non‑GAAP EPS; Mar 27, 2024–Jan 31, 2027 |
| RSUs | Mar 27, 2024 | 54,880 | 4,375,034 | 25% on Apr 1, 2025; then 12 equal quarterly installments (~3,430/quarter) | Service-based; 37,632 make‑whole units |
Context on PRSU rigor and alignment:
- FY23 PRSUs (for executives with those awards) vested at 197% in March 2025 based on 89th percentile relative TSR (linear interpolation), demonstrating strong pay-performance linkage in recent cycles .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,430 shares; represents <1% of outstanding shares |
| Near-term deliveries | Includes 3,430 RSUs deliverable within 60 days of May 7, 2025 (aligns to quarterly RSU vest tranche) |
| Unvested PRSUs | 32,743 performance-based restricted stock shares outstanding (may be forfeited if performance not achieved) |
| Stock ownership guidelines | 3x base salary; compliance date March 25, 2029; status N/A as of July 31, 2024 measurement |
| Hedging/pledging | Prohibited; may not hold HQY stock in margin or pledge as collateral |
| Trading controls | Insider Trading Policy mandates windows and 10b5‑1 plan rules for directors/executives |
Employment Terms
| Trigger | Cash Severance | Bonus Payment | COBRA Reimb. | Equity Acceleration |
|---|---|---|---|---|
| Good reason resignation or involuntary termination without cause | $550,000 | $435,666 | $31,702 | — |
| Disability or death | — | $435,666 | — | — |
| Good reason/without cause within 24 months post‑change in control (double trigger) | $550,000 | $435,666 | $31,702 | $7,964,374 |
Additional terms:
- All outstanding equity awards for executives vest on a double-trigger basis (qualifying termination within 24 months after a change in control) under the 2024 Equity Incentive Plan if assumed/substituted by the acquirer .
- Employment is at‑will; executives have minimum base and bonus targets with bonuses tied to corporate and individual objectives set within 90 days of fiscal year start .
- Clawback policy (NASDAQ/Dodd‑Frank compliant) enables recovery of cash incentives tied to financial measures and performance‑based equity upon “Big R” or “little r” restatements (covers Section 16 officers) .
- No tax gross‑ups on perquisites or severance; no special retirement plans or nonqualified deferred comp for executives; limited perquisites .
Investment Implications
- Alignment: A high share of Fiore’s compensation is at risk, with PRSUs tied 75% to relative TSR and 25% to cumulative non‑GAAP EPS through FY27—supportive of shareholder alignment. Company-wide FY23 PRSUs vesting at 197% on 89th percentile TSR signals historical performance credibility of the program .
- Retention vs. sell pressure: The RSU schedule front-loads 25% on Apr 1, 2025 and then ~3,430 shares quarterly for 12 quarters; modest, predictable quarterly vests can create incremental selling supply but also serve as retention hooks through FY28. PRSUs represent a larger, performance‑contingent stake through FY27 .
- Downside protection and risk: No hedging/pledging and a robust clawback reduce misalignment/tail risk; severance economics are standard (approx. 1x salary + recent bonus; double‑trigger equity acceleration on CIC‑related termination), balancing retention with shareholder protections .
- Pay-for-performance calibration: FY25 bonus pool funded at 135% from strong revenue/EBITDA/HSA sales, yet Fiore’s payout was dialed to 124% based on individual assessment—evidence of committee discretion and guardrails against formulaic over‑payouts .