Rajesh Natarajan
HEALTHEQUITYAbout Rajesh Natarajan
Independent director at HealthEquity (HQY), age 55, serving since 2022. He brings deep technology, product development, and cybersecurity expertise, with prior senior roles at Globalization Partners (Chief Product & Strategy Officer, since 2022), RingCentral (EVP, Products & Engineering, 2020–2021), Ancestry.com (EVP & Chief Product & Technology Officer, 2017–2020), Intuit (SVP & Chief Information Security & Fraud Officer, 2014–2017), and PayPal (VP, Platform Engineering & Operations, 2006–2014). He holds a B.S. in Mechanical Engineering (Jawaharlal Nehru Technological University) and an M.S. in Industrial Engineering (Clemson University); the board formally deems him independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Globalization Partners | Chief Product & Strategy Officer | 2022–present | Technology/product strategy, cybersecurity orientation |
| RingCentral, Inc. | EVP, Products & Engineering | 2020–2021 | Product/engineering leadership |
| Ancestry.com | EVP & Chief Product & Technology Officer | 2017–2020 | Product and technology leadership |
| Intuit, Inc. | SVP & Chief Information Security & Fraud Officer | 2014–2017 | Information security and fraud oversight |
| PayPal Holdings, Inc. | VP, Platform Engineering & Operations | 2006–2014 | Scaled platform engineering/operations |
| Sabre Holdings / Travelocity.com | Technology management positions | 1995–2006 | Early Travelocity dev team member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bread Financial Holdings, Inc. (NYSE: BFH) | Director | Current | Not disclosed |
Board Governance
- Committee assignments: Audit & Risk Committee (member; ARC held 10 meetings in FY2025; committee reviews related-person transactions and enterprise risk) . Cybersecurity & Technology Committee (member; CTC held 4 meetings in FY2025; oversight of cyber risk, data security, tech strategy, crisis preparedness) .
- Independence: Board determined Natarajan is independent under SEC and NASDAQ listing requirements .
- Board/committee engagement: Board met 10 times in FY2025; each director attended at least 75% of board and committee meetings for their service period .
- Executive sessions and governance practices: Quarterly executive sessions without management; independent chair; committees comprised solely of independent directors; ongoing self- and peer-assessments; no over-boarding .
Fixed Compensation
| Metric | FY2025 | FY2026 Policy | Notes |
|---|---|---|---|
| Annual Director Cash Retainer ($) | 60,000 | 60,000 | Payable in cash or RSUs per policy (except first year) |
| Committee Member Fees ($) | ARC: 15,000; CTC: 10,000 | ARC: 15,000; CTC: 10,000 | Applies to his ARC and CTC membership |
| Committee Chair Fees ($) | Not applicable (not a chair) | — | ARC chair 40,000; CTC chair 20,000 (for reference) |
| FY2025 Fees Earned or Paid in Cash ($) | 85,000 | — | Footnote: elected to receive unrestricted shares in lieu of cash retainer |
| FY2025 Stock Awards ($) | 210,000 | — | Annual RSU grant; time-based vesting |
| FY2025 Total ($) | 295,000 | — | — |
Performance Compensation
| Director Equity Award | Grant Timing | Value/Units | Vesting/Performance Conditions |
|---|---|---|---|
| Annual RSU grant | Date of annual meeting (June 26, 2025) | $210,000 | Time-based; vests at the earlier of next annual meeting or 1-year anniversary; no performance metrics |
| Unvested RSUs outstanding (1/31/2025) | — | 2,543 units | Time-based vesting per policy |
- No director PSUs/options disclosed for Natarajan; director equity is time-based RSUs only .
Other Directorships & Interlocks
| Company | Relationship to HQY | Potential Interlock/Conflict |
|---|---|---|
| Bread Financial Holdings, Inc. (NYSE: BFH) | External public company board | No related-party transactions involving Natarajan disclosed; ARC oversees any related-person transactions |
Expertise & Qualifications
- Technology development, information technology, product development, and cybersecurity domain expertise .
- Education: B.S. Mechanical Engineering (Jawaharlal Nehru Technological University); M.S. Industrial Engineering (Clemson University) .
- Board-recognized independent director status under NASDAQ and SEC rules .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 11,889; less than 1% of outstanding shares |
| Shares outstanding (as of 5/7/2025) | 86,630,923 |
| Unvested RSUs (as of 1/31/2025) | 2,543 |
| Options outstanding | None |
| Director stock ownership guideline | 5× annual cash retainer; compliance date May 2, 2027; status N/A (measurement date in future) |
| Hedging/pledging | Prohibited by Insider Trading Policy |
| Pledged shares | None disclosed |
Governance Assessment
- Strengths: Independent director with risk and cybersecurity oversight via ARC and CTC; ARC membership places him at the center of financial reporting, risk governance, and related-party transaction review; CTC role aligns with his cyber/tech background .
- Engagement: Board met 10 times; each director attended at least 75%; committees active (ARC 10; CTC 4), indicating regular oversight cadence .
- Ownership alignment: Receives annual time-based RSUs ($210k) and elected shares in lieu of cash fees ($85k), building skin-in-the-game; subject to 5× retainer ownership guideline by May 2, 2027 .
- Policies reducing risk: Hedging/pledging prohibited; formal related-person transaction policy overseen by ARC; quarterly executive sessions; independent chair and fully independent committees .
- Potential watch items: Beneficial ownership is <1% and guideline compliance status is N/A until 2027 (typical for newer directors); no disclosed conflicts with external board role at BFH; continue monitoring for any future interlocks or related-party transactions .
No RED FLAGS identified: No related-party transactions involving Natarajan, no pledging/hedging, no attendance concerns disclosed, and no director over-boarding noted by the company .