Stuart Parker
HEALTHEQUITYAbout Stuart Parker
Stuart Parker (age 63) is an independent director of HealthEquity, Inc. (HQY) since 2020, designated as a financial expert on the Audit and Risk Committee. He previously served as President and CEO of USAA (2015–2020), with prior roles including COO, CFO, and leadership of the Property & Casualty Insurance Group; he holds a B.B.A. in Management (Valdosta State University) and an M.B.A. (St. Mary’s University) and is a distinguished Air Force ROTC graduate with ~10 years of service in Operations Desert Shield/Storm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAA | President & CEO; prior COO, CFO, P&C Group President; Financial Planning Services President | 1999–2020 (21+ years; CEO 2015–2020) | Led major financial services operations; deep experience in financial controls, risk, and operations |
| U.S. Air Force | Officer | ~10 years | Distinguished ROTC graduate; operations experience in Desert Shield/Storm |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Kemper Corporation (KMPR) | Director | Public | Current outside public directorship |
| Discount Tire | Director | Private | Current directorship |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Parker is independent under SEC/NASDAQ rules |
| Committees | Audit & Risk (member; financial expert); Cybersecurity & Technology (member) |
| Committee Meeting Frequency (FY2025) | Audit & Risk: 10 meetings; Cybersecurity & Technology: 4 meetings |
| Attendance | Each director attended at least 75% of board and committee meetings during service periods |
| Executive Sessions | Quarterly executive sessions at board and committees without management |
| Board Size/Leadership | 9 directors; independent Chairman; CEO not on committees |
| Overboarding | Company policy notes “No director over-boarding” (Parker holds 1 public board seat plus a private board) |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Retainer | $60,000 | Standard non-employee director cash retainer; option to elect RSUs in lieu of cash (quarterly vesting; not in first year) |
| Committee Membership Fees | Audit & Risk: $15,000; Cybersecurity & Technology: $10,000 | Standard member retainers per policy |
| Committee Chair Fees | N/A | Parker not a chair; chair fees: Audit $40,000; TCCC $20,000; NGCSC $15,000; Cyber $20,000 |
| Chairman Retainer | N/A | $100,000 applies to board Chair (Selander), not Parker |
| Fees Earned/Paid (FY2025) | $82,986 | Parker elected to receive unrestricted shares in lieu of cash retainer; includes pro-rated committee changes |
| Other Compensation (FY2025) | $15,000 | For service on HealthEquity Trust Company board (subsidiary) |
| Total (FY2025) | $97,986 cash/other; $210,000 stock; $307,986 total | Stock awards are annual RSUs valued at grant; Parker’s total FY2025 director comp |
Equity vs cash mix (FY2025): Equity ~$210,000 (≈68%) vs cash/other ~$97,986 (≈32%), based on amounts above .
Performance Compensation
| Grant Type | Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | $210,000 | Annual meeting date | Vests at next annual meeting or 1-year from grant | Standard non-employee director equity; valued at 100% of closing price on grant date |
| Cash Retainer Election | Varies | Ongoing | If elected, RSUs in lieu of cash; quarterly vesting | Directors may elect RSUs instead of cash retainers (not available in first year of service) |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to non-employee director compensation; annual RSU grants are time-based (not performance-based) .
Other Directorships & Interlocks
| Company | Sector Overlap | Interlock/Conflict Notes |
|---|---|---|
| Kemper Corporation (KMPR) | Insurance/financial services (adjacent to HQY’s financial services exposure) | No related-party transactions disclosed with Kemper; no conflicts noted in HQY related person transactions section |
| Discount Tire | Retail/consumer | No HQY transactions disclosed; no conflicts noted |
Expertise & Qualifications
- Audit and risk oversight: Designated as Audit & Risk Committee financial expert; responsibilities include oversight of internal controls, disclosure controls, auditor independence, risk program, and related person transactions .
- Financial services and operations: Former CEO/CFO/COO at USAA; deep experience across financial reporting, risk governance, and customer-centric operations .
- Cybersecurity/technology oversight: Member of Cybersecurity & Technology Committee reviewing threat landscape, compliance, platform capacity, fraud programs, crisis preparedness .
- Education/credentials: B.B.A. (Valdosta State), M.B.A. (St. Mary’s), distinguished ROTC; Air Force service .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 19,447 (less than 1%) |
| Ownership % of shares outstanding | <1% |
| Unvested RSUs outstanding (1/31/2025) | 13,398 |
| RSUs vesting within 60 days (as of 5/7/2025) | 2,543 |
| Deferred RSUs (vested, delivery deferred) | 11,241 |
| Options outstanding | None |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Director ownership guideline | 5x annual cash retainer; Parker compliance date Dec 4, 2025; status N/A at last measurement |
Governance Assessment
- Board effectiveness: Parker brings CEO/CFO-grade experience and is an Audit Committee financial expert, strengthening controls and risk oversight; he also supports cybersecurity governance via committee membership .
- Independence & attendance: Board determined Parker is independent; board held 10 meetings in FY2025 and all directors met ≥75% attendance; committees are fully independent .
- Compensation alignment: He elected equity in lieu of cash and receives standard annual RSUs with one-year vesting; mix is majority equity, supporting alignment without performance-based metrics for directors .
- Conflicts/related-party exposure: HQY disclosed related-party transactions with certain >5% shareholders (Vanguard, BlackRock, FMR); no transactions or conflicts tied to Parker; Audit & Risk Committee (where Parker serves) oversees related party reviews .
Red flags
- None disclosed regarding pledging, hedging, late Section 16 filings, or related-party transactions tied to Parker. Company prohibits director hedging/pledging; Section 16 compliance met for FY2025 .
- Overboarding not indicated (1 public board + 1 private), consistent with company’s “No director over-boarding” governance highlight .
Signals for investors
- Financial expert status and dual committee roles (audit and cybersecurity) indicate robust oversight of financial reporting and cyber risk—positive for investor confidence .
- Majority equity compensation and election to receive shares in lieu of cash demonstrate alignment with shareholders; stock ownership guidelines target 5x retainer, with compliance date in 2025 .
Overall, Parker’s governance profile supports risk-aware oversight with strong financial and technology credentials, no disclosed conflicts, and alignment-focused compensation structure—all positive signals for board effectiveness and investor confidence .