Scott Cutler
HEALTHEQUITYAbout Scott Cutler
Scott Cutler (age 55) has served as HealthEquity’s President and CEO and as a director since January 6, 2025. He previously led StockX as CEO (2019–Jan 2025), held senior roles at eBay (SVP, Americas), was President of StubHub (2015–2017), and spent nearly a decade as EVP at the New York Stock Exchange; he holds a JD from UC Hastings and a BS in Economics from BYU . Under HealthEquity’s FY2025 results, revenue grew 20% to $1,199.8M, Adjusted EBITDA grew 28% to $471.8M, and net income rose 74% to $96.7M, setting a constructive baseline as his tenure began . In Q2 FY2026, the company reported 9% revenue growth to $325.8M, record gross margin of 71%, and record Adjusted EBITDA of $151.1M (46% margin), reinforcing operational momentum under Cutler’s leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| StockX | Chief Executive Officer | 2019–Jan 2025 | Led high-growth marketplace; operating and scaling experience directly relevant to HQY’s consumer engagement initiatives . |
| eBay | SVP, Americas | 2017–2019 | Oversaw marketplace operations in a scaled consumer platform . |
| StubHub | President | 2015–2017 | Ran global ticketing marketplace with focus on growth and transactions . |
| New York Stock Exchange | Executive Vice President | 2006–2015 | Capital markets expertise across listings, M&A, and corporate finance . |
| Early career | Corporate securities lawyer; technology investment banker | — | Legal and advisory foundation in M&A and strategic transactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HealthEquity (HQY) | Director | 2025–present | Management director; no board committees . |
| Brookfield Asset Management Ltd. (NYSE: BAM) | Director | Current | Public company directorship . |
| Vibrant Emotional Health | Director | Current | Nonprofit behind the 988 Suicide & Crisis Lifeline . |
Fixed Compensation
| Item | FY/Effective date | Detail |
|---|---|---|
| Base salary (annual rate) | Effective Jan 6, 2025 | $775,000 . |
| Salary actually paid (FY2025) | FY2025 | $55,055 (partial year since start 1/6/2025) . |
| Target annual bonus | FY2025 | 100% of base salary (pro‑rated) . |
| Actual annual bonus paid | FY2025 | $71,571 (130% of pro‑rated target, based on plan funding) . |
| One‑time sign‑on bonus | Jan 6, 2025 | $650,000 . |
Performance Compensation
FY2025 Annual Cash Bonus Plan Structure and Outcomes
| Metric | Target | Actual | Weighting | Funding % | Weighted funding % |
|---|---|---|---|---|---|
| Revenue | $1,171,186k | $1,199,774k | 33.33% | 139% | 46% . |
| Adjusted EBITDA | $469,806k | $471,751k | 33.33% | 104% | 35% . |
| New HSA sales | 950,000 | 1,040,000 | 33.34% | 163% | 54% . |
| Total pool funding | — | — | — | — | 135% (committee used discretion to exclude a portion of acquired BenefitWallet channel sales) . |
| Executive | Target bonus at 100% | Max bonus | Actual bonus | Payout factor |
|---|---|---|---|---|
| Scott Cutler (pro‑rated) | $55,025 | $110,050 | $71,571 | 130% . |
Long‑term Equity Awards and Design
| Grant | Grant date | Type | Shares/Units | Vesting | Grant date fair value | |---|---|---:|---|---:| | CEO initial award | Jan 6, 2025 | Time‑based RSUs | 77,240 | 33% on each anniversary over 3 years (service‑based) | $7,500,004 . |
- FY2025 PRSUs for other NEOs vest 75% on relative TSR vs. Russell 2000 and 25% on cumulative non‑GAAP EPS (FY23 PRSUs vested at 197% based on 89th percentile TSR; Cutler’s initial award was time‑based RSUs only) .
- Going forward, CEO annual equity will be delivered 60% PRSUs / 40% RSUs, aligning with pay‑for‑performance .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (as of May 7, 2025) | Not listed with shares; “—” (less than 1%) . |
| Unvested equity | 77,240 time‑based RSUs (initial award; unvested and subject to service) . |
| Vesting cadence | 33% on each Jan 6, 2026; Jan 6, 2027; Jan 6, 2028 (service‑based) . |
| Stock ownership guideline | 6x base salary; compliance deadline Jan 6, 2030; status N/A (new CEO) . |
| CEO minimum holding period | Must retain net shares from awards for 12 months post‑vesting . |
| Pledging/hedging | Prohibited; no margin or pledge; no options/derivative trades permitted . |
| Clawback | Dodd‑Frank compliant policy covers bonus and performance‑based equity for 3 prior fiscal years upon restatement . |
Implications for insider selling pressure:
- Predictable vest dates (each Jan 6) could create event‑driven liquidity; 12‑month net share holding requirement tempers near‑term supply .
Employment Terms
| Topic | Terms |
|---|---|
| Start date and role | CEO and Director effective Jan 6, 2025 . |
| Employment term | At‑will; no fixed term . |
| Non‑compete / Non‑solicit | Non‑compete generally 12 months post‑employment (with role‑specific scopes); non‑interference/non‑solicit 12 months post‑employment . |
| Severance (without cause/good reason) | 12 months base salary; pro‑rated bonus for year of termination; up to 12 months COBRA cash; 12‑month post‑termination vesting credit on initial RSU award . |
| Change‑in‑control (double trigger) | 18 months salary‑equivalent COBRA cash; pro‑rated bonus; equity acceleration per plan; CEO initial award has specific vesting protections; most awards are double‑trigger under 2024 Plan . |
CEO Severance and Change‑in‑Control Illustrative Values (as disclosed)
| Scenario | Cash severance | Bonus payment | COBRA reimbursement | Accelerated equity value |
|---|---|---|---|---|
| Termination without cause / for good reason | $775,000 | $71,571 | $20,556 | $2,842,984 . |
| Termination following a change in control | $775,000 | $71,571 | $20,556 | $8,528,841 . |
Board Governance and Director Service
- Board role: Management director since 2025; no board committee assignments; not independent by virtue of executive role .
- Independent chair: Robert Selander; all committees (Audit & Risk; Talent, Compensation & Culture; Nominating, Governance & Corporate Sustainability) comprised solely of independent directors, mitigating dual‑role risks (no CEO/Chair combination) .
- Director stock ownership guideline: 5x annual cash retainer for non‑employee directors (not applicable to CEO as director) .
Company Performance Context During/around Tenure
| Metric | Period | Result |
|---|---|---|
| Revenue | FY2025 | $1,199.8M (+20% y/y) . |
| Adjusted EBITDA | FY2025 | $471.8M (+28% y/y) . |
| Net income | FY2025 | $96.7M (+74% y/y) . |
| Revenue | Q2 FY2026 | $325.8M (+9% y/y) . |
| Gross margin | Q2 FY2026 | 71% (record) . |
| Adjusted EBITDA | Q2 FY2026 | $151.1M; 46% margin (record) . |
| HSAs (end of Q2 FY2026) | Q2 FY2026 | 10.0M (+6% y/y); investors 782k (+10% y/y); HSA assets $33.1B (+12% y/y) . |
Management commentary highlights engagement, app adoption, and AI‑driven service efficiencies as levers for growth and margin .
Compensation Structure Diagnostics
- Cash/equity mix: Significant equity component with forward CEO annual awards (60% PRSUs/40% RSUs) to enhance alignment; initial new‑hire RSU was time‑based to replace forfeited equity, not intended as ongoing target .
- Annual bonus metrics: Balanced across revenue, Adjusted EBITDA, and new HSA sales; FY2025 pool funded at 135% with prudent committee adjustment for acquired channel contribution; CEO paid at 130% of pro‑rated target .
- Risk mitigants: No hedging/pledging, clawback policy in place, no tax gross‑ups, double‑trigger equity vesting under 2024 Plan, CEO 12‑month post‑vest holding .
- Say‑on‑pay support: ~98% in 2024, indicating investor endorsement of program design .
- Peer benchmarking: Semler Brossy advises; 2024 refresh added Alight, PayCor, Pegasystems; removed Black Knight (acquired) and Green Dot (fell below criteria) .
Additional Details Requested
Stock Ownership & Guidelines (Executive)
| Executive | Guideline | Compliance date | Status (as of last measurement) |
|---|---|---|---|
| Scott Cutler (CEO) | 6x base salary | Jan 6, 2030 | N/A (new CEO as of May 12, 2025) . |
Anti‑Hedging/Pledging and 10b5‑1 Controls
| Policy element | Summary |
|---|---|
| Hedging/pledging | Prohibited; no margin accounts or pledges; no options/derivatives on HQY stock . |
| Clawback | Dodd‑Frank compliant; recoups incentive‑based pay for 3 years preceding restatement . |
Director Service, Independence, and Committees
| Director | Independent? | Committees |
|---|---|---|
| Scott Cutler | No (management) | None . |
| Board structure | Independent chair; committees entirely independent | ARC, TCCC, NGCSC . |
Investment Implications
- Alignment and incentives: Forward equity mix (60% PRSUs/40% RSUs) ties CEO pay to relative TSR and non‑GAAP EPS, improving pay‑for‑performance alignment; initial time‑based RSUs were make‑whole and are not part of ongoing target .
- Selling pressure calendar: Predictable vest dates each Jan 6 from 2026–2028 could create episodic supply, but a 12‑month net‑share holding period dampens immediate selling, moderating near‑term overhang .
- Retention and change‑in‑control: Severance is moderate (1x salary + pro‑rated bonus + COBRA), while CoC acceleration value (~$8.53M disclosed) and double‑trigger design balance retention with shareholder alignment; limited gross‑up and strong clawback reduce governance risk .
- Execution track record: Early tenure coincides with record gross margin (71%) and Adjusted EBITDA levels and sustained growth in HSAs/assets; continued delivery on engagement/app and AI service efficiencies are key to sustaining margin expansion and bonus funding metrics (revenue/EBITDA/HSA sales) .
- Governance quality: Independent chair and fully independent committees mitigate dual‑role concerns of CEO as director; strong say‑on‑pay support (~98%) reduces compensation controversy risk .