Robert Selander
HEALTHEQUITYAbout Robert Selander
Robert W. Selander, age 74, is the Independent Chairman of HealthEquity’s board (director since 2015). He is the former President and CEO of Mastercard (1997–2010), with prior leadership roles at Citibank (1974–1994). He holds a B.S. in Industrial Engineering from Cornell University and an M.B.A. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard International/Mastercard Inc. | President (EMEA/Canada); President & CEO | 1994–1997 (regional); 1997–2010 (CEO) | Led Mastercard through public-company era; deep payments/financial services experience |
| Citibank | Multiple leadership roles (U.S., Brazil, Puerto Rico, U.K.) | 1974–1994 | Global consumer financial services leadership |
| The Hartford Financial Services Group (NYSE: HIG) | Director | 1998–2008 | Board oversight at major insurer |
| Mastercard Inc./Mastercard International | Director | 1997–2010 | Governance during strategic transformation |
| Fidelity Equity & High Income Funds | Trustee | 2011–2017 | Fund governance/oversight |
| The Western Union Company (NYSE: WU) | Director | 2014–2019 | Money transfer/compliance oversight |
| Equifax Inc. (NYSE: EFX) | Director | 2018–2023 | Data/credit reporting risk oversight |
External Roles
| Type | Organization | Role | Status |
|---|---|---|---|
| Public company board | None | — | No current public company directorships |
Board Governance
- Independence and leadership: Selander is Independent Chairman; the board has seven of nine independent directors. CEO is not chair and serves on no committees .
- Committee assignments (Selander): Nominating, Governance & Corporate Sustainability (NGCSC) member; Talent, Compensation & Culture Committee (TCCC) member .
- Meetings/attendance: Board met 10 times in FY2025; every director attended ≥75% of board and committee meetings. Independent director executive sessions are held regularly; board and each committee hold quarterly executive sessions without management .
- Committee independence and activity (FY2025):
- Audit & Risk (independent; 10 meetings)
- Cybersecurity & Technology (independent; 4 meetings)
- NGCSC (independent; 6 meetings)
- TCCC (independent; 6 meetings)
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $60,000 | Standard non-employee director retainer |
| Chair of the Board additional retainer | $100,000 | Paid to non-executive Chair |
| TCCC member retainer | $10,000 | Committee member fee |
| NGCSC member retainer | $5,000 | Committee member fee |
| Total Fees Earned (cash line item) | $175,000 | Matches director comp table for Selander |
| Annual RSU grant (grant-date fair value) | $210,000 | Granted at annual meeting; vests at next annual meeting or 1-year anniversary |
Additional structure and process:
- Directors may elect to take cash retainers in RSUs (quarterly vesting) after year one of service .
- December 2024 benchmarking (Semler Brossy) resulted in no changes to director retainers for FY2026 versus FY2025 .
Performance Compensation
| Equity Vehicle | Grant Timing | Vesting | Performance Conditions |
|---|---|---|---|
| Annual RSUs (non-employee directors) | At annual meeting | 100% on next annual meeting or 1-year anniversary | None (time-based only) |
HealthEquity does not use performance-based equity for non-employee directors; pay is a mix of cash retainers and time-based RSUs designed to align interests without incentivizing risk-taking .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Western Union (2014–2019); Equifax (2018–2023); The Hartford (1998–2008); Mastercard Inc./International (to 2010) |
| Compensation committee interlocks | None; TCCC discloses no interlocks/insider participation |
Expertise & Qualifications
- Former public-company CEO with global financial services, risk, capital markets, and payments expertise; the board cites his extensive business and CEO experience as qualifications .
- Board governance quality signals include: independent chair; committees solely of independent directors; annual board/committee self-assessments and director peer assessments; quarterly executive sessions; targeted oversight of cybersecurity via dedicated committee; and “no over-boarding” policy .
Equity Ownership
| Item | Amount | As-of Date |
|---|---|---|
| Options outstanding (exercisable or not) | 25,000 | Jan 31, 2025 |
| Unvested RSUs outstanding | 2,543 | Jan 31, 2025 |
| Director stock ownership guideline | 5x annual cash retainer | Policy |
| Compliance status (Selander) | In compliance | Measured as of July 31, 2024 |
| Hedging/pledging policy | Hedging and pledging prohibited for directors | Policy |
Governance Assessment
Key positives for investor confidence:
- Independent, experienced Chair with deep financial services pedigree; deemed independent by the board .
- Strong engagement/attendance (≥75% for all directors) and active committee cadence (NGCSC and TCCC each met 6x in FY2025) support oversight rigor .
- Director pay structure balanced and aligned (cash + time-based RSUs), with transparent fee schedule and independent consultant benchmarking; Selander’s FY2025 total: $175,000 cash, $210,000 RSUs .
- Ownership alignment: stringent 5x retainer guideline; Selander is in compliance; anti-hedging/pledging reduces misalignment risk .
- No TCCC interlocks; robust clawback and governance policies; board conducts annual self and peer assessments; quarterly independent executive sessions .
Potential watch items:
- Tenure/refreshment: As a director since 2015, Selander’s ~10-year tenure underscores institutional knowledge; the board notes ongoing refreshment processes and committee chair rotations to maintain effectiveness .
- Related-party transactions: Company discloses commercial relationships with certain >5% holders (Vanguard, BlackRock, FMR); oversight via formal related-person transaction policy and Audit & Risk Committee process; no Selander-specific related-party exposure disclosed .
Say-on-Pay and shareholder sentiment context:
- 2024 say-on-pay approval ~98%, indicating broad support for compensation practices and governance approach (useful as an overall governance signal, though focused on executive pay) .