EX-10.27



 Exhibit 10.27 

HEALTHEQUITY, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

HealthEquity, Inc. (the “Company”) believes that the granting of shares of the Company’s common stock (the
“Shares”) and cash compensation to members of its board of directors (“Directors”) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company
(“Non-Employee Directors”) and to align the interests of our Non-Employee Directors with those of our stockholders. This Non-Employee Director Compensation Policy (this “Policy”) is intended to
establish the Company’s policy regarding grants of Shares and cash compensation to its Non-Employee Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s
2014 Equity Incentive Plan, as amended and restated from time to time (the “Plan”). Non-Employee Directors shall be solely responsible for any tax obligations they incur as a result of the Awards received under this Policy.

  

	I.	Equity Compensation 

 Non-Employee Directors will be entitled to receive all types of
Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Non-Employee Directors pursuant to Sections I.(b) and (c) of this Policy will be automatic and
nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 
 (a) No
Discretion. No person will have any discretion to select which Non-Employee Directors will be granted Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Section I.(e) below and
Section 10 of the Plan). 
 (b) Initial Award. Each person who first becomes a Non-Employee Director following the effective
date of this Policy will be automatically granted an Award of Nonstatutory Stock Options for 25,000 Shares (the “Initial Award”) on or about the date on which such person first becomes a Non-Employee Director, whether through
election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that a Director who is an Employee of the Company (an “Inside Director”) who ceases to be an Inside Director, but
who remains a Director, will not receive an Initial Award. 
 (c) Annual Award. Each Non-Employee Director will be automatically
granted an Award of Nonstatutory Stock Options for 15,000 Shares (an “Annual Award”) on each date of the annual meeting of the stockholders of the Company which occurs following the effective date of this Policy. 

(d) Chairman Award. Each Non-Employee Director who serves as Chairman of the Board of Directors will be automatically granted an
additional Award of Nonstatutory Stock Options for 25,000 Shares (the “Chairman Additional Award”) on or about the date on which such person first becomes Chairman of the Board of Directors. 







 (e) Terms. The terms of each equity Award granted pursuant to this Policy will be as
follows: 
 (i) The Shares subject to the Initial Award and the Chairman Additional Award will vest and become exercisable over a four (4)
year period with twenty-five (25%) of the Shares subject to the Award vesting on each of the first four (4) annual anniversaries of the vesting commencement date; provided that the Participant continues to serve as a Director through such dates. The
Shares subject to the Annual Award will vest and become exercisable on the last day of the fiscal year during which such Annual Award is granted. 

(iii) Notwithstanding anything to the contrary in this Policy, the Initial Award, Annual Award and the Chairman Additional Award shall be
subject to the terms and conditions of the Plan and an applicable award agreement. 
 (f) Revisions. The Board in its discretion may
change and otherwise revise the terms of Awards granted under this Policy, including, without limitation, the types of Awards, the number of Shares, the exercise prices, and vesting schedules, for Awards granted on or after the date the Board
determines to make any such change or revision. 
 (g) Adjustments. The number of Shares issuable pursuant to Initial Awards, Annual
Awards and Chairman Additional Awards to be granted under Section I.(b), (c) and (d) of this Policy shall be adjusted in accordance with Section 9 of the Plan. 
  

	II.	Cash Compensation 

 (a) Annual Retainer Fee. The Company will pay each
Non-Employee Director (other than any Non-Employee Director who is a representative of Berkley Capital Investors, L.P. or Napier Park Global Capital) an annual fee of $25,000 for serving on the Board (the “Annual Fee”). Each
Annual Fee will be paid ratably on a fiscal quarterly basis at the beginning of each quarter to each Non-Employee Director who will be serving in the relevant capacity for such fiscal quarter. For purposes of clarification, no ratable payment of an
annual retainer will be paid to a Non-Employee Director who is not continuing as a Non-Employee Director following the start of the applicable Company fiscal quarter. 

(b) Annual Audit Committee Chairperson Retainer Fee. The Company will pay each Non-Employee Director who serves as chairperson of the
Audit Committee an additional annual fee of $40,000 for serving as the chairperson (the “Annual Audit Committee Chairperson Fee”). The Annual Audit Committee Chairperson Fee will be paid ratably on a fiscal quarterly basis at
the beginning of each quarter to each Non-Employee Director who will be serving in the relevant capacity for such fiscal quarter. For purposes of clarification, no ratable payment of an annual retainer will be paid to a Non-Employee Director who is
not continuing as a Non-Employee Director, following the start of the applicable Company fiscal quarter. 
 (c) Annual Compensation
Committee Chairperson Retainer Fee. The Company will pay each Non-Employee Director who serves as chairperson of the Compensation Committee an additional annual fee of $15,000 for serving as the chairperson (the “Annual Compensation
Committee Chairperson Fee”). The Annual Compensation Committee Chairperson Fee will be paid ratably on a fiscal quarterly basis at the beginning of each quarter to each Non-Employee Director who will be serving in the relevant capacity
for such fiscal quarter. For purposes of clarification, no ratable payment of an annual retainer will be paid to a Non-Employee Director who is not continuing as a Non-Employee Director, following the start of the applicable Company fiscal quarter.








 (d) Travel Expenses. Each Non-Employee Director’s reasonable, customary and
documented travel expenses to Board and committee meetings will be reimbursed by the Company. 
 (e) Revisions. The Board in its
discretion may change and otherwise revise the terms of the cash compensation granted under this Policy, including, without limitation, the amount of cash compensation to be paid, on or after the date the Board determines to make any such change or
revision. 
 (f) Section 409A. Payments under this Policy are intended to be exempt from Section 409A of the Internal Revenue Code of
1986, as amended, under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and this Policy shall be administered, interpreted and construed accordingly. 

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